220000001081.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 5 to

Contract Number MA220000001081

C O

N

TR

AC

TO

R

THE FOG GROUP, INC.

24562 Romano

Warren MI 48091

Scott Rice

586-536-0148 srice@powerlinkonline.com

CV0002966

ST

AT

E

Pr og ra m

M an ag er

Rex Vernon MDE

810-922-0181 vernonr@michigan.gov

C on tr ac t Ad m in is tr at or Amanda Smart DTMB

517-730-8796

SmartA1@michigan.gov

CONTRACT SUMMARY

Food Service Management- Michigan School for the Deaf

INITIAL EFFECTIVE DATE

June 15, 2022

INITIAL EXPIRATION DATE

August 31, 2023

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE BEFORE

August 31, 2026

PAYMENT TERMS

N/A

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

1 Year

EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

August 31, 2027

CURRENT VALUE

$3,472,000.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$3,472,000.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective July 31, 2026, the fourth option year available on this contract is hereby exercised. The revised contract expiration date is August 31, 2027.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Food Service Management- Michigan School for the Deaf

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

June 15, 2022 August 31, 2023 5 - 1 Year August 31, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

24562 Romano

Warren MI 48091

Scott Rice

586-536-0148 srice@powerlinkonline.com

CV0002966

THE FOG GROUP, INC.

C O

N

TR

A C

TO

R

810-922-0181 vernonr@michigan.gov

Amanda Smart

517-730-8796

DTMB

Rex Vernon MDE

SmartA1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/AN/A

Change Notice Number 4

Contract Number MA220000001081 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$3,472,000.00 $0.00 $3,472,000.00

DESCRIPTION

Effective 8/18/25, please note the Contract Administrator has been changed to Amanda Smart.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Food Service Management- Michigan School for the Deaf

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

June 15, 2022 August 31, 2023 5 - 12 Months August 31, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

24562 Romano

Warren MI 48091

Scott Rice

586-536-0148 srice@powerlinkonline.com

CV0002966

THE FOG GROUP, INC.

C O

N

TR

A C

TO

R

810-922-0181

VernonR@michigan.gov

Valerie Hiltz

(517) 249-0459

DTMB

Rex Vernon MDE hiltzv@michigan.gov

STA

TE

C ontract

A dm inistrator Program M anager

N/AN/A

Change Notice Number 3

Contract Number MA220000001081 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

24 Months August 31, 2026

$3,422,000.00 $50,000.00 $3,472,000.00

DESCRIPTION

Effective June 5, 2024 this contract is exercising the second and third option year available on this contract and is adding funding in the amount of $50,000.00. Schedule B Pricing is revised effective 9/1/24 as attached.

All other terms, conditions, specifications and pricing remain the same per Contractor and Michigan School for the Deaf agreement and DTMB Central Procurement Services approval.

Revised via CN 3- Effective 9/1/2024

SCHEDULE B - PRICING

MA 2200000001081

Food Service at the Michigan School for the Deaf

1. Pricing includes all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing).

DORM STUDENT MEAL RATES- Per Meal

Breakfast $ 9.96 Lunch $ 19.92 Dinner $ 19.92

DAY STUDENT MEAL RATES- Per Meal

Breakfast $ 12.05 Lunch $ 20.00

STUDENT SNACK COST – Per Day

Dorm Students $ 1.75 Day Students $ 0.90

(This space intentionally left blank… continued on the next page)

ALA CARTE RATES

Includes disposable plates, napkins and cups as needed

DESCRIPTION UNIT UNIT RATE SERVINGS PER

UNIT

Adult Meal Rate (breakfast, lunch or dinner) Per Meal $5.42 N/A

Fruit Tray – 12” (Assorted seasonal bite size fruit pieces surrounding a fruit yogurt dip)

Each 49.95 15-20

Relish Tray- 12” (assorted black and green olives, pickle spears, pepperoncini and sweet pickle chips)

Each $35.95 15-20

Punch Bowl (non-alcoholic punch)

Each $18.95 42- 9 oz cups

Cookie Tray- 12” (assorted gourmet cookies) Each $29.95 15-20

Cheese and Cracker Tray- 12”

(assorted Sharp Cheddar, Gouda, Pinconning and Colby Jack cheese with 2 types of crackers)

Each $39.95 15-20

Tea/Coffee Service (one urn of caffeinated coffee, non-caffeinated coffee, or

Hot water with assorted teas per each service)

Each $14.95 30- 5 oz cups

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

Contract Number 220000001081 vernonr@michigan.gov

Rex Vernon

Valerie Hiltz srice@powerlinkonline.com

Scott Rice

Warren, MI 48091

The FOG Group Inc., dba Powerlink Facilities Management Services

CV0002966

586-536-0148

24562 Romano

(517) 249-0459

S T

A T

E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

810-922-0181

DTMB

hiltzv@michigan.gov

$3,400,000.00

June 15, 2022 August 31, 2024

FOOD SERVICE MANAGEMENT- MICHIGAN SCHOOL FOR THE DEAF

August 31, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ August 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$22,000.00 $3,422,000.00

Effective November 15, 2024 this contract is adding $22,000.00 in funding, is revising Schedule A, Statement of Work and is revising Schedule B as attached. All other terms, conditions, specifications and pricing remain the same. Per Contractor and Michigan School for the Deaf (MSD) agreement and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

MDE

Change No�ce #2- Effec�ve 11/15/2023 Master Agreement # 220000001081

LANGUAGE REVISIONS

A. Add the Following Sub-Section to Schedule A. 1.1. Consumable Product Specifications, Subsection A. Consumable Products Quality.

6) Snacks. All snacks provided will be UDSA approved, following the Smart Snack Program.

B. Add the following subsection to Schedule A. 1.5. Menus and Menu Driven Food Service Requirements.

J. Snacks. Any proposed snack menu will be created based on USDA requirements and will be provided to the Program Manager for review and written approval. The snack menu may be updated as necessary to meet the requirements of the student.

C. Add the Following Sub-Section to Schedule A. 2.2 Food Service Mealtimes and Service Styles

F. Snacks. All students will be provided with a mid-morning snack. Additionally, dorm students will receive an evening snack. The timing of these snacks will be established by the Program manager.

Revised via CN 2- Effective 11/15/2023

MA 2200000001081

Food Service at the Michigan School for the Deaf

1. Pricing includes all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing).

DORM STUDENT MEAL RATES- Per Meal

Breakfast $ 9.67 Lunch $ 19.34 Dinner $ 19.34

DAY STUDENT MEAL RATES- Per Meal

Breakfast $ 11.70 Lunch $ 19.42

STUDENT SNACK COST – Per Day

Dorm Students $ 1.75 Day Students $ 0.90

(This space intentionally left blank… continued on the next page)

DESCRIPTION UNIT UNIT RATE SERVINGS PER

UNIT

Adult Meal Rate (breakfast, lunch or dinner) Per Meal $5.26 N/A

Fruit Tray – 12” (Assorted seasonal bite size fruit pieces surrounding a fruit yogurt dip)

Each 49.95 15-20

Relish Tray- 12” (assorted black and green olives, pickle spears, pepperoncini and sweet pickle chips)

Each $35.95 15-20

Punch Bowl (non-alcoholic punch)

Each $18.95 42- 9 oz cups

Cookie Tray- 12” (assorted gourmet cookies) Each $29.95 15-20

Cheese and Cracker Tray- 12”

(assorted Sharp Cheddar, Gouda, Pinconning and Colby Jack cheese with 2 types of crackers)

Each $39.95 15-20

Tea/Coffee Service (one urn of caffeinated coffee, non-caffeinated coffee, or

Hot water with assorted teas per

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

Contract Number 220000001081 vernonr@michigan.gov

Rex Vernon

Valerie Hiltz srice@powerlinkonline.com

Scott Rice

Warren, MI 48091

The FOG Group Inc., dba Powerlink Facilities Management Services

CV0002966

586-536-0148

24562 Romano

(517) 249-0459 S

T A

T E

P ro g a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

810-922-0181

DTMB

hiltzv@michigan.gov

$3,350,000.00

June 15, 2022 August 31, 2023

FOOD SERVICE MANAGEMENT- MICHIGAN SCHOOL FOR THE DEAF

August 31, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 1 year ☐ August 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$50,000.00 $3,400,000.00

Effective September 1, 2023, this contract is exercising it's first option year, increasing funding by $50,000.00 and updating pricing in Schedule B as attached.

All other terms, conditions, specifications and pricing remain the same. Per Contractor and Agency agreement and the approval of DTMB Central Procurement Services.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

MDE

Revised via CN 1- Effective 9/1/23

Request For Proposal No. 220000001332

Food Service at the Michigan School for the Deaf

1. The Contractor must provide a pricing schedule for the proposed Contract Activities using the Schedule B- Pricing Worksheet. The pricing schedule should be submitted in the modifiable Excel format; however, you may also submit an additional pricing schedule in a non-modifiable format (e.g., PDF). Failure to complete the pricing schedule as requested may result in disqualification of your proposal.

2. Price proposals must include all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing).

3. PLEASE NOTE: There are three sections that must be completed in the Schedule B- Pricing Worksheet. Be sure that all sections are completed. Failure to do so may result in disqualification for award consideration.

• SECTION 1. Meal Rates

• SECTION 2. Ala Carte Rates

• SECTION 3. Meal Rate Breakdowns (note, this information is necessary so that we may accurately review and assess pricing increases requested at option years. We are not looking for prices, rather we want to know what percent of each of these factors comprises the total rate).

4. By submitting its proposal, the Contractor certifies that the prices were arrived at independently, and without consultation, communication, or agreement with any other Contractor.

5. The Contractor is encouraged to offer quick payment terms. The number of days must not include processing time for payment to be received by the Contractor's financial institution.

DORM STUDENT MEAL RATES- Per Meal

Breakfast $ 9.67 Lunch $ 19.34 Dinner $ 19.34

DAY STUDENT MEAL RATES- Per Meal

Breakfast $ 11.70 Lunch $ 19.42

DESCRIPTION UNIT UNIT RATE SERVINGS PER

UNIT

Adult Meal Rate (breakfast, lunch or dinner) Per Meal $5.26 N/A

Fruit Tray – 12” (Assorted seasonal bite size fruit pieces surrounding a fruit yogurt dip)

Each 49.95 15-20

Relish Tray- 12” (assorted black and green olives, pickle spears, pepperoncini and sweet pickle chips)

Each $35.95 15-20

Punch Bowl (non-alcoholic punch)

Each $18.95 42- 9 oz cups

Cookie Tray- 12” (assorted gourmet cookies) Each $29.95 15-20

Cheese and Cracker Tray- 12”

(assorted Sharp Cheddar, Gouda, Pinconning and Colby Jack cheese with 2 types of crackers)

Each $39.95 15-20

Tea/Coffee Service (one urn of caffeinated coffee, non-caffeinated coffee, or

Hot water with assorted teas per

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000001081- Revised .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

The FOG Group, dba Powerlink

ST

A

TE

Pr og an ag er Rex Vernon MDE

24562 Romano 810-922-0181

Warren, MI 48091 vernonr@michigan.gov

Scott Rice

C on tra ct

Ad in is tra to r Valerie Hiltz DTMB

586-536-0148 517-249-0459 srice@powerlinkonline.com hiltzv@michigan.gov

CV0002966

DESCRIPTION: Food Service Management- Michigan School for the Deaf

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 15, 2022 August 31, 2023 Five 1-year Options August 31, 2022

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER: Orders will be placed directly by the Michigan Department of Education via the authorized document, established in Schedule A, Section 6.1.B. Authorizing Document, and per the terms, conditions, and specifications established in this contract.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $3,350,000.00

STATE OF MICHIGAN PROCUREMENT

DTMB Central Procurement Services 320 S. Walnut Street, 2nd Floor, North Lansing, MI 48933

CONTRACT NO. 220000001081

FOR THE CONTRACTOR:

The FOG Group, dba Powerlink Facilities Management Services

Company Name

Authorized Agent Signature

Scott Rice Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Valerie Hiltz, Category Specialist- Commodities & Services Division Name & Title

DTMB Central Procurement Services Agency

Date

Mich igan .gov/MiProcure ment

Version 2021-4 1 of 66

STANDARD CONTRACT TERMS

Master Agreement No. 220000001081

Food Service Management- Michigan School for the Deaf

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and The FOG Group, dba Powerlink Facilities Management Services (“Contractor”), a Michigan Corporation. This Contract is effective on June 15, 2022 (“Effective Date”), and unless terminated, expires on August 31, 2023.

This Contract may be renewed for up to five additional one-year option period(s).

Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract;

(g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when

Version 2021-4 2 of 66 verified by written receipt if sent by courier; (b) when received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

Valerie Hiltz Elliot Larsen Bldg., 2nd floor, North 320 S. Walnut Street Lansing, MI 48933 hiltzv@michigan.gov 517-249-0459

Scott Rice – President 24562 Romano Warren, MI 48091 srice@powerlinkonline.com

(586) 536-0148

Contract Administrator. The Contract Administrator for each party is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

State: Contractor:

Valerie Hiltz Elliot Larsen Bldg., 2nd floor, North 320 S. Walnut Street Lansing, MI 48933 hiltzv@michigan.gov 517-249-0459

Scott Rice – President 24562 Romano Warren, MI 48091 srice@powerlinkonline.com

(586) 536-0148

Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

Rex Vernon 1235 W. Court St.

Flint, MI 48503 vernonr@michigan.gov 810-922-0181

Mike Dennis – Area Vice President 24562 Romano Warren, MI 48091 mdennis@powerlinkonline.com

(586) 819-4358

Performance Guarantee. Contractor must always have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in Schedule A – Statement of Work) if, in the opinion of the State, it will ensure performance of the Contract.

Insurance Requirements. Contractor, at its sole expense, must maintain the insurance coverage identified below. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or otherwise result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by a company with an A.M. Best rating of "A-" or better, and a financial size of VII or better.

Version 2021-4 3 of 66

Required Limits Additional Requirements Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $2,000,000 Products/Completed Operations $2,000,000 General Aggregate

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 20 10 12 19 and CG 20 37 12 19.

Coverage must not have exclusions or limitations related to sexual abuse and molestation liability.

Umbrella or Excess Liability Insurance Minimum Limits:

$5,000,000 General Aggregate

Contractor must have their policy follow form.

Automobile Liability Insurance Minimum Limits:

$1,000,000 Per Accident

Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance Minimum Limits:

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance Minimum Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease

Crime (Fidelity) Insurance Minimum Limits:

$1,000,000 Employee Theft Per Loss

Contractor must have their policy: (1) cover forgery and alteration, theft of money and securities, robbery and safe burglary, computer fraud, funds transfer fraud, money order and counterfeit currency, and (2) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, Version 2021-4 4 of 66

Required Limits Additional Requirements officers, employees, and agents” as Loss Payees.

Property Insurance Property Insurance covering any loss or damage to the State-owned property used by Contractor for any reason under this Contract, and the State-owned equipment, software and other contents of the property, including without limitation, those contents used by Contractor to provide the Services to the State, up to its replacement value, where the property and its contents are under the care, custody and control of Contractor.

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as a loss payee as its interests appear.

If any of the required policies provide claims-made coverage, the Contractor must:

(a) provide coverage with a retroactive date before the Effective Date of the Contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities; and

(c) if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Contract Effective Date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within twenty (20) calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurance contained in this Section; (c) notify the Contract Administrator within five (5) business days if any insurance is cancelled; and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

Reserved.

Reserved.

Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s

Version 2021-4 5 of 66 employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor.

Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest.

If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub.

1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, or as may be specified in Schedule A, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

Change of Control. Contractor will notify within 30 days of any public announcement or otherwise once legally permitted to do so, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock;

(b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or

Version 2021-4 6 of 66 merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all its obligations under this Contract.

Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in Schedule A.

Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in Schedule A. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 23, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract.

However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

Reserved.

Reserved.

Reserved.

Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities performed as specified in Schedule A. Invoices must include an itemized statement of all charges.

The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. All prices are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

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The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Schedule A.

Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or delivery order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 24, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, http://www.michigan.gov/SIGMAVSS

Version 2021-4 8 of 66 court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately, or (b) continue to perform the Contract Activities in accordance with Section 25, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 180 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”).

This Contract will automatically be extended through the end of the transition period.

General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

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The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced. Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations.

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense if the State deems necessary. Contractor will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

Infringement Remedies. If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by the State with appropriate credits to the State against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it.

Limitation of Liability and Disclaimer of Damages. IN NO EVENT WILL THE

STATE’S AGGREGATE LIABILITY TO CONTRACTOR UNDER THIS CONTRACT,

REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,

NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY

CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED THE

MAXIMUM AMOUNT OF FEES PAYABLE UNDER THIS CONTRACT. The State is not liable for consequential, incidental, indirect, or special damages, regardless of the nature of the action.

Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 14 calendar days of receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively, “Proceeding”) involving Contractor, a subcontractor, or an officer or director of Contractor or subcontractor, that arises during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil Proceeding involving: (1) a claim that might reasonably be expected to adversely affect Contractor’s viability or financial stability; or (2) a governmental or public entity’s claim or written allegation of fraud; or (e) a Proceeding involving any license that Contractor is required to possess in order to perform under this Contract.

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State Data. All data and information provided to Contractor by or on behalf of the State, and all data and information derived therefrom, is the exclusive property of the State (“State Data”); this definition is to be construed as broadly as possible. Upon request, Contractor must provide to the State, or a third party designated by the State, all State Data within 10 calendar days of the request and in the format requested by the State. Contractor will assume all costs incurred in compiling and supplying State Data. No State Data may be used for any marketing purposes.

Reserved.

Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties.

The provisions of this Section survive the termination of this Contract.

a. Meaning of Confidential Information. For the purposes of this Contract, the term “Confidential Information” means all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was: (a) subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing party without an obligation of confidentiality; or,

(e) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Contract, in all cases and for all matters, State Data is deemed to be Confidential Information.

b. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to a subcontractor is permissible where: (a) use of a subcontractor is authorized under this Contract; (b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and (c) Contractor obligates the subcontractor in a written contract to maintain the State's Confidential Information in confidence. At the State's request, any employee of Contractor or any subcontractor may be

Version 2021-4 11 of 66 required to execute a separate agreement to be bound by the provisions of this Section.

c. Cooperation to Prevent Disclosure of Confidential Information. Each party must use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party must advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

d. Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of the State, at the sole election of the State, the immediate termination, without liability to the State, of this Contract or any Statement of Work corresponding to the breach or threatened breach.

e. Surrender of Confidential Information upon Termination. Upon termination of this Contract or a Statement of Work, in whole or in part, each party must, within 5 calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession, custody, or control; provided, however, that Contractor must return State Data to the State following the timeframe and procedure described further in this Contract. Should Contractor or the State determine that the return of any Confidential Information is not feasible, such party must destroy the Confidential Information and must certify the same in writing within 5 calendar days from the date of termination to the other party. However, the State’s legal ability to destroy Contractor data may be restricted by its retention and disposal schedule, in which case Contractor’s Confidential Information will be destroyed after the retention period expires.

Reserved.

Reserved.

Reserved.

Records Maintenance, Inspection, Examination, and Audit. The State or its designee may audit Contractor to verify compliance with this Contract. Contractor must retain and provide to the State or its designee and the auditor general upon request, all financial and accounting records related to the Contract through the term of the Contract and for 4 years after the latter of termination, expiration, or final payment under this Contract or any extension (“Audit Period”). If an audit, litigation, or other action involving the records is initiated before the end of the Audit Period, Contractor must retain the records until all issues are resolved.

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Within 10 calendar days of providing notice, the State and its authorized representatives or designees have the right to enter and inspect Contractor's premises or any other places where Contract Activities are being performed, and examine, copy, and audit all records related to this Contract. Contractor must cooperate and provide reasonable assistance. If any financial errors are revealed, the amount in error must be reflected as a credit or debit on subsequent invoices until the amount is paid or refunded. Any remaining balance at the end of the Contract must be paid or refunded within 45 calendar days.

This Section applies to Contractor, any parent, affiliate, or subsidiary organization of Contractor, and any subcontractor that performs Contract Activities in connection with this Contract.

Warranties and Representations. Contractor represents and warrants: (a) Contractor is the owner or licensee of any Contract Activities that it licenses, sells, or develops and Contractor has the rights necessary to convey title, ownership rights, or licensed use; (b) all Contract Activities are delivered free from any security interest, lien, or encumbrance and will continue in that respect; (c) the Contract Activities will not infringe the patent, trademark, copyright, trade secret, or other proprietary rights of any third party; (d) Contractor must assign or otherwise transfer to the State or its designee any manufacturer's warranty for the Contract Activities; (e) the Contract Activities are merchantable and fit for the specific purposes identified in the Contract;

(f) the Contract signatory has the…