Mich igan.gov/MiProcure ment

SCHEDULE B - PRICING

Contract 231 230000000186

Michigan Rider Education Program (MI-REP) – Training Motorcycles

1. The pricing schedule should be submitted in a modifiable format (e.g. Microsoft Word or Excel); however, you may also submit an additional pricing schedule in a non-modifiable format (e.g., PDF).

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. 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.

Quick payment terms: 0% discount off invoice if paid within 7 days after receipt of invoice.

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. If submitting pricing for more than one motorcycle, please copy the matrix below for each motorcycle.

Year - 2023 Pricing

Training Motorcycle – Royal Enfield Hunter

(Itemize below)

$3,999.00 for Hunter 350 (Dapper colors, other 2-tone R.E. 350cc bikes may be more) + $150.99 to add & install large engine guard from R.E. + $450.00 freight from R.E. + Title $16.00

Motorcycle: $4,615.99

MSRP: $3,999.00

Document Fees: N/A

Additional Cost Breakdown:

$150.99 to add & install engine guard Trapezium from R.E.

Title Fee $16

Shipping and handling fee See delivery costs below

Manufacturer (FREIGHT/DESTINATION

CHARGE)

$450

Fuel fee N/A

Palletizing fee N/A

Grand Total Per Motorcycle (not including final shipping)

$4615.99

Training Motorcycle – Royal Enfield Fireball Meteor 350 - ABS

(Itemize below)

$4,549.00 for Fireball Meteor 350 (other trim level R.E. 350cc bikes may be more) + $164.99 to add & install engine guard Trapezium from R.E.

Motorcycle: $4,549.00

MSRP: $4,649.00

$164.99 to add & install engine guard

Title Fee N/A

$450

Fuel fee N/A

Palletizing fee N/A

$5,163.99

Classic Halcyon 350 - ABS

(Itemize below)

$4,549.00 for Fireball Meteor 350 (other trim level R.E. 350cc bikes may be more) + $164.99 to add & install engine guard Trapezium from R.E.

Motorcycle: $4,549.00

$450

Fuel fee N/A

Palletizing fee N/A

Michigan.gov/MiProcurement

Training Motorcycle – Royal Enfield Hunter

(Itemize below)

$3,999.00 for Hunter 350 (Dapper colors, other 2-tone R.E. 350cc bikes may be more) + $150.99 to add & install large engine guard from R.E. + $450.00 freight from R.E. + Title $16.00

Motorcycle: $ 4,615.99

MSRP: $ 3,999.00

Document Fees: N/A

Additional Cost Breakdown: $150.99 to add & install engine guard Trapeziu from R.E.

Title Fee N/A

Shipping and handling fee $ $450.00 freight from R.E. factory to dealerships

Fuel fee N/A

Palletizing fee N/A

Grand Total Per Motorcycle (not including final shipping)

$ 4,615.99

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Year - 2022 & 2023 Pricing

Fireball Meteor 350 - ABS

(Itemize below)

$4,549.00 for Fireball Meteor 350 (other trim level R.E. 350cc bikes may be more) + $164.99 to add & install engine guard Trapezium from R.E.

Motorcycle: $4,549.00

$450

Fuel fee N/A

Palletizing fee N/A

Year - 2022 & 2023 Pricing

Classic Halcyon 350 - ABS

(Itemize below)

$4,549.00 for Fireball Meteor 350 (other trim level R.E. 350cc bikes may be more) + $164.99 to add & install engine guard Trapezium from R.E.

Motorcycle: $4,549.00

$450

Fuel fee N/A

Palletizing fee N/A

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 230000000186 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

Capitol Harley Davidson Inc.

S T

A T

E

P ro g ra m

M an ag er

MIREP Coordinator MDOS

9550 Woodlane Dr. 517.243.2122

Dimondale, MI 48821 Motorcycling@Michigan.gov

Doug Little, General Manager C on tr a ct

A d m in is tr at o r Jonathon Khon MDOS

517.646.2345 x321 517.241.3886

DougL@CapitolHD.com KhonJ@Michigan.gov

Shannon Bessette, Vice President

517.646.2345 x307

ShannonB@CapitolHD.com

CV0131262

CONTRACT SUMMARY

DESCRIPTION:

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

11/22/2022 11/21/2027 3, 1-year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 20 Days, assuming inventory is available

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

Per Contract

MISCELLANEOUS INFORMATION

Purchase orders will come from the sponsor

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION 249,999.99

STATE OF MICHIGAN PROCUREMENT

Department of State 430 W. Allegan Lansing, MI 48933

Michigan.gov/MiProcure ment

Version 2022-3 1 of 29

SCHEDULE A – STATEMENT OF WORK

CONTRACT ACTIVITIES

Contract 231 230000000186

Resulting from (RFP) No. 220000002855

BACKGROUND

The Michigan Department of State assumed oversight of the Michigan Motorcycle Safety Program per Michigan Vehicle Code as amended by Public Act 103 of 2003. Through this program, grant monies are provided to Public Program Sponsor Institutions, such as school districts, colleges, law enforcement agencies and military organizations in support of motorcycle training programs certified by the Motorcycle Safety Foundation. Orders will be issued to Contractors based upon price, availability, and delivery schedule for motorcycles.

SCOPE

Contractor agrees to provide the motorcycles listed on Schedule B to any sponsor listed on Schedule C, Sponsor List. Motorcycles must meet all specifications listed below in General Requirements. If sponsor requests, the contractor will provide agreed upon training motorcycles for purchase and delivery if requested to any of the identified sponsors listed in Schedule C (attached) and follow all requirements and Contract activities listed in this contract.

REQUIREMENTS

a) The Contractor must provide a copy of their Michigan Dealer License.

b) The Contractor must provide a copy of their signed Franchise Agreement with respective manufacturer of motorcycles.

1 . General Requirements

1.1 Product Specifications

The Contractor must provide motorcycles that meet the following specifications:

a) ENGINE SIZE RANGE: Greater than 120cc and less than 500cc.

b) ENGINE TYPE: Four stroke fuel injection or carbureted.

c) COOLING SYSTEM: Liquid cooled or air cooled.

d) STARTING SYSTEM: Electric.

e) ELECTRICAL SYSTEM: 12-volt electrical system with electronic ignition.

f) TRANSMISSION: Manual with clutch 5 or 6 speed.

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g) WEIGHT: 490 lbs. or less.

h) SEAT HEIGHT: Approximately 30 inches, unladen.

i) BRAKES: Disk in front, disk, or drum in rear.

j) STAND: A side kickstand (center stand optional).

k) FUEL CAPACITY: At least 2 U.S. gallons.

l) MIRRORS: Rearview mirrors on each side.

1.2 Warranties

Contractor must provide a new Manufacturer’s warranty that passes through to the state.

All motorcycles must come with a 36-month factory standard warranty with unlimited miles. All authorized Royal Enfield motorcycle dealers can do warranty work.

The Sponsors will be responsible for contacting the Contractor.

Capitol Harley Davidson

9550 Woodlane Dr., Dimondale, MI 48821

• Doug Little

DougL@CapitolHD.com

517.646.2345 x321

The State may require additional warranties other than those identified by the Contractor in its response to this RFP.

1.3 Recall Requirements and Procedures

Federal recalls will be communicated to sponsors immediately and a plan of action submitted by the sponsor. Plan of action may vary based on complexity of recall.

Recalls must be completed / fixed on sponsor site or arranged with sponsor.

1.4 Quality Assurance Program

Contractor will properly assemble, prep, and test each unit per manufacturer procedures. Contractor must also provide a copy of the prep sheet report and owner’s manual, with each motorcycle.

1.5 Incentives

If prior year motorcycles become available, contractor will provide motorcycle at agreed upon price in Schedule B. These prior year motorcycles must be new and have the same warranty as the prior year.

2 . Service Requirements

2.1 Timeframes

All Contract Activities must be delivered within 20 business days from receipt of order/request. The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

mailto:DougL@CapitolHD.com

Version 2022-3 3 of 29

2.2 Delivery

a) Motorcycles:

Delivery of motorcycles will be expected within 20 calendar days upon date of order, assuming inventory is available at that time. Delivery of assembled motorcycle(s) will be made during normal business hours at sponsors designated locations (See Schedule C – 2022 Public Sponsor List Motorcycle

Distribution List) unless sponsor requests to pick up the motorcycle from the contractor.

b) Parts:

Delivery of parts will be expected within 20 calendar days upon date of order.

Assuming inventory is available at that time.

It is understood that due to global supply issues, and acts beyond our control, that delivery may exceed the required 20 business days. If this occurs, the vendor must disclose immediately to the Sponsor.

2.3 Technical Support and Repairs

The Contractor must specify its number for the State to contact the Contractor for customer service, technical support, repairs, and maintenance. The Contractor must be available for calls and service during the hours of:

Tuesday – Friday 10 am – 6 pm Saturday 10 am – 3 pm

517.646.2345

2.4 Reporting

When Sponsor provides a delivery order to the Contractor. Contractor must submit the following to the Program Manager upon request

a) Scheduled delivery dates, quantities, and locations.

b) Written confirmation of delivery, quantities, and locations.

2.5 Meetings

The Contractor must attend the following meetings:

If requested by the MDOS Coordinator, the Contractor must attend a meeting at vendor facility with MDOS Coordinator prior to acceptance of the bid and must have offered model(s) on hand at the meeting site. The State may request other meetings as it deems appropriate.

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3 . Staffing

3.1 Contractor Representative

The Contractor must appoint a Contractor Representative specifically assigned to State of Michigan accounts who will respond to State inquiries regarding the Contract Activities, answer questions related to ordering and delivery, etc. (the “Contractor Representative”).

• Doug Little

DougL@CapitolHD.com

517.646.2345 x321

The Contractor must notify the Contract Administrator at least 30 calendar days before or after removing or assigning a new Contractor Representative.

3.2 Organizational Chart

mailto:DougL@CapitolHD.com

Version 2022-3 5 of 29

3.3 Disclosure of Subcontractors

The Contractor will not be utilizing subcontractors. If the Contractor utilizes subcontractors, it must be disclosed and approved by the State prior to use.

3.4 Security

The Contractor will be subject to the following security procedures:

The Contractor’s staff may be required to make deliveries to or enter State/Educational facilities. The State may require the Contractor’s personnel to wear State issued identification badges. The State reserves the right to add additional security requirements as needed.

a) Delivery drivers must have proper ID, Letter of Authorization, and dealership paperwork.

4 . Pricing

4.1 Price Term

Pricing is firm for a 365-day period (“Pricing Period”). The first pricing period begins on the Effective Date. Adjustments may be requested in writing by either party and will take effect no earlier than the next Pricing Period. Final motorcycle pricing must include all applicable dealer fees and title issued to Sponsor prior to delivery.

4.2 Price Changes

Adjustments will be based on changes in actual Contractor costs. Any request must be supported by written evidence documenting the change in costs. The State may consider sources, such as the MSRP; Consumer Price Index; Producer Price Index;

other pricing indices as needed; economic and industry data; manufacturer or supplier letters noting the increase in pricing; and any other data the State deems relevant.

Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If the review reveals no need for modifications, pricing will remain unchanged unless mutually agreed to by the parties. If the review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual agreement.

The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

5 . Ordering

5.1 Authorizing Document

The appropriate authorizing document for the Contract will be a purchase order issued to the dealer by the Sponsor. When possible, the Sponsor will provide the dealership with the number of units expected prior to order date to help ensure inventory availability.

Version 2022-3 6 of 29

5.2 Order Verification

The Contractor must have internal controls approved by MDOS Coordinator to verify abnormal orders and to ensure that only authorized individuals from the sponsor list place orders.

6 . Delivery

6.1 Delivery Programs

The Contractor will be using company vehicles for delivery of the Contract Activities.

6.2 Packaging and Palletizing

Packaging must be optimized to permit the lowest freight rate. Shipments must be transported in the safest method possible to prevent damage.

7 . Acceptance

7.1 Acceptance, Inspection and Testing

The State will use the following criteria to determine acceptance of the Contract Activities:

A representative of the Michigan Rider Education Program must inspect all motorcycles upon delivery, to ensure that units are in accordance with Section 1.1 Product Specifications. Units failing this inspection must not be accepted and the dealer/manufacturer must repair, service or replace the unit(s) within 10 working days.

8 . Invoice and Payment

8.1 Invoice Requirements

All invoices submitted per Sponsor’s request must include:

a) Contractor name

b) Contractor address

c) Sponsor name

d) Date

e) Purchase order number

f) Quantity

g) VIN number

h) Unit price

i) Shipping cost (if any)

j) Total price

8.2 Payment Methods

The Sponsor will make payment to the contractor for Contract Activities.

Version 2022-3 7 of 29

9 . Liquidated Damages

Late or improper completion of the Contract Activities will cause loss and damage to the State, and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, if there is late or improper completion of the Contract Activities the State is entitled to collect liquidated damages in the amount of $500 and an additional $100 per day for each day Contractor fails to remedy the late or improper completion of the Work.

10. Additional Requirements

9.1 Environmental and Energy Efficiency Product Standards

The Contractor must identify any energy efficient, bio-based, or otherwise environmentally friendly products used in the products. Contractor must include any relevant third-party certification, including the verification of a United States Department of Agriculture certified bio-based product label. Contractor must describe how products that meet these requirements are identified or otherwise labelled.

9.2 Hazardous Chemical Identification

In accordance with the federal Emergency Planning and Community Right-to-Know Act, 42 USC 11001, et seq., as amended, the Contractor must provide a Material Safety Data Sheet listing any hazardous chemicals as defined in 40 CFR §370.2, to be delivered. Each hazardous chemical must be properly identified, including any applicable identification number, such as a National Stock Number or Special Item Number.

The Contractor must identify any hazardous chemicals that will be provided under any resulting contract.

9.3 Mercury Content

Pursuant to MCL 18.1261d, mercury-free products must be procured when possible.

The Contractor must explain if it intends to provide products containing mercury, the amount or concentration of mercury, and whether cost competitive alternatives exist. If a cost competitive alternative does exist, the Contractor must provide justification as to why the particular product is essential. All products containing mercury must be labeled as containing mercury.

9.4 Brominated Flame Retardants

The State prefers to purchase products that do not contain brominated flame retardants (BFRs) whenever possible. The Contractor must disclose whether the products contain BFRs. Contractor must describe how products that meet these requirements are identified or otherwise labelled.

10.5 Perfluoroalkyl and Polyfluoroalkyl Substances (PFAS)

The Contractor must disclose whether a product or its components contain intentionally added PFAS. If the product or its components contain intentionally added PFAS the Contractor must:

a provide an explanation with respect to the intentionally added PFAS contents, including the purpose for which PFAS are used in the product or its components, Version 2022-3 8 of 29 the types of PFAS used in the product or its components, and the amount of each PFAS used in the product or its components.

b indicate whether the product will be labeled or packaged with information about the intentionally added PFAS contents.

c identify any alternative products that do not contain intentionally added PFAS.

d provide any additional information that would further the Department’s implementation of ED 2021-08.

https://content.govdelivery.com/attachments/MIEOG/2021/10/27/file_attachments/1978458/ED%202021-08.pdf

Version 2022-3 9 of 29

SCHEDULE B - PRICING

Contract 231 230000000186

1. The pricing schedule should be submitted in a modifiable format (e.g. Microsoft Word or Excel); however, you may also submit an additional pricing schedule in a non-modifiable format (e.g., PDF).

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. 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 fi-nancial institution.

Quick payment terms: 0% discount off invoice if paid within 7 days after receipt of invoice.

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

5. If submitting pricing for more than one motorcycle, please copy the matrix below for each motorcycle.

Version 2022-3 10 of 29

Year - 2022 & 2023 Pricing

Training Motorcycle – Royal Enfield Fireball Meteor 350 - ABS

(Itemize below)

$4,549.00 for Fireball Meteor 350 (other trim level R.E. 350cc bikes may be more) + $164.99 to add & install engine guard Trapezium from R.E.

Motorcycle: $4,549.00

Fuel fee N/A

Palletizing fee N/A

$4,713.99

Version 2022-3 11 of 29

Year - 2022 & 2023 Pricing

Training Motorcycle – Royal Enfield Classic 350 - ABS

(Itemize below)

Motorcycle: $4,549.00

Fuel fee N/A

Palletizing fee N/A

$ 4,713.99

Version 2022-3 12 of 29

Capitol H-D Royal Enfield Meteor 350 & Classic 350 Delivery cost for Michigan DOS MSF Training

Number of bikes delivered at one time: 1 2 3 4 5 Sponsor: Location: Distance:

Delta College 1962 Delta Rd. 107mi $129 $154 $179 $204 $229

University Center Glen Oaks CC 62250 Shimmel Rd. 87mi $105 $130 $155 $180 $205

Centreville Grand Rapids CC 622 Godfrey Ave. 67mi $81 $106 $131 $156 $181

Grand Rapids Iosco Regional ES 27 N Rempert 174mi $209 $234 $259 $284 $309

Tawas City Lansing CC 5708 Cornerstone Dr 6mi n/c n/c n/c n/c n/c

Lansing Lenawee CC 1372 N Main St 81mi $98 $123 $148 $173 $198

Adrian Mott CC 2100 W Thompson Rd 72mi $87 $112 $137 $162 $187

Fenton Northern MI College 1401 Presque Isle Ave 403mi $500 $525 $550 $575 $600

Marquette Otsego County Sheriff 1254 Energy Dr 181mi $218 $243 $268 $293 $318

Gaylord Schoolcraft College 13001 Merriman Rd 81mi $98 $123 $148 $173 $198

Livonia Washtenaw CC 4800 East Huron River 74mi $89 $114 $139 $164 $189

Ann Arbor

Note: - mileage distance is calculated based upon google maps

- current trailer maximum is not to exceed 5 bikes per delivery

- Lansing Community College is within the dealership DAT and as such no delivery fee would apply, as this service is available to all customers within 25-miles of the dealership

- if a training center would choose to come to the dealership to pick-up their purchased bikes, then no delivery fee would apply

- delivery costs shall remain fixed for the 2022-2023 calendar year

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SCHEDULE C – SPONSOR LIST

Public Sponsor Address Phone Contact Email

Delta College 1961 Delta Road, University Center, MI 48710 989-686-9176

DAWN

JURIK dawnjurik@delta.edu

Glen Oaks Community College

62250 Shimmel Road, Centreville, MI 49032- 9719 269-294-4276 Paul Aivars paivars@glenoaks.edu

Grand Rapids

College

622 Godfrey Ave SW, Grand Rapids, MI 49503 616-234-3714 Julie Parks jparks@grcc.edu

Iosco Regional Educational Service

27 N Rempert Tawas City, 48763 989-362-3006 Jo Allen jallen@ioscoresa.net

Lansing

College

5708 Cornerstone Drive Suite M-105 Lansing, MI 48917 517-483-5250

Nancy Dietrich dietrin@star.lcc.edu

Lenawee Intermediate School District

1372 N. Main Street, Adrian, Michigan 49221 517-265-1713 Amy Hinkley amy.hinkley@lisd.us

Mott

College

2100 W. Thompson Rd Fenton, MI 48430 810-762-5004 Renee David renee.david@mcc.edu

Northern Michigan University

1401 Presque Isle Ave., Marquette, MI 49855 906-227-1514 Lori Malnor lmalnor@nmu.edu

Otsego County Sheriff

1254 Energy Dr.

Gaylord,MI 231-546-3142

Tim McPherson iridebmw@freeway.net

Schoolcraft College

Schoolcraft College Manufacturing Center, 13001 Merriman Rd.

Livonia, MI 48150. 734-462-4594

Sean McGlinn smcglinn@schoolcraft.edu

Washtenaw

College

4800 East Huron River Drive Ann Arbor, MI 48105 734-677-5060

James Lindsey Higginbottom lindseyh@wccnet.edu mailto:dawnjurik@delta.edu mailto:paivars@glenoaks.edu mailto:jparks@grcc.edu mailto:jallen@ioscoresa.net mailto:dietrin@star.lcc.edu mailto:amy.hinkley@lisd.us mailto:renee.david@mcc.edu mailto:lmalnor@nmu.edu mailto:iridebmw@freeway.net mailto:smcglinn@schoolcraft.edu mailto:lindseyh@wccnet.edu

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STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Capitol Harley Davidson (“Contractor”), a Michigan Corp. This Contract is effective on November 22, 2022 (“Effective Date”), and unless terminated, will expire on November 21, 2027 (the “Term”.

This Contract may be renewed for up to 3 additional 1-year 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 deliv-erables 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 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) 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; (i) comply with all State physical and IT security policies and standards which will be made available upon request; and (j) 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 veri-fied by written receipt if sent by courier; (b) when actually 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:

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See Contract Administrator information shown below.

Dale Kohlsmith Capitol Harley-Davidson 9550 Woodlane Dr., Dimondale, MI 48821 dalek@capitolhd.com 517-646-2345 x308

Contract Administrator. The Contract Administrator, or the individual duly author-ized for each party, is the only person authorized to modify any terms of this Con-tract, and approve and execute any change under this Contract (each a “Contract

Administrator”):

State: Contractor:

Jonathon Khon 430 W. Allegan Lansing, MI, 48933 KhonJ@Michigan.gov 517.241.3886

Doug Little or Shannon Bessette Capitol Harley-Davidson 9550 Woodlane Dr., Dimondale, MI 48821 dougl@capitolhd.com or shannonb@capi-tolhd.com 517-646-2345 x321 Doug or x307 Shannon

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

State: Contractor:

MIREP Coordinator 430 W. Allegan Lansing, MI 48933 Motorcycling@Michigan.gov 517.243.2122

Dale Kohlsmith Capitol Harley-Davidson 9550 Woodlane Dr., Dimondale, MI 48821 dalek@capitolhd.com 517-646-2345 x308

Performance Guarantee. Contractor must at all times 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 per-formance 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.

mailto:dougl@capitolhd.com mailto:shannonb@capitolhd.com mailto:shannonb@capitolhd.com

Version 2022-3 16 of 29

TABLE 6.1

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Personal & Advertising In-jury $2,000,000 Products/Completed Opera-tions $2,000,000 General Aggregate

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divi-sions, 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.

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, offic-ers, employees, and agents” as additional in-sureds; 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

$1,000,000 Employee Theft Per Loss

$1,000,000 Each Occurrence $2,000,000 Annual Aggregate

Contractor must have their policy: (1) be appli-cable to the work being performed, including completed operations equal to or exceeding statute of repose; (2) not have exclusions or lim-itations related to Transportation (upset over-turn, spills during loading or unloading, Hazard-ous Materials Handling, and Non Owned dis-posal site liability; and (3) endorsed to add “the State of Michigan, its departments, division, agencies, offices, commissions, officers, em-ployees, and agents” as additional insured.

Version 2022-3 17 of 29

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 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 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 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 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

9. Relationship of the Parties. The relationship between the parties is that of independent contractors. 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 employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

10. Intellectual Property Rights. If Schedule A, Statement of Work, requires

Contractor to create any intellectual property, Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such

Contract Activities are works made for hire as defined in Section 101 of the Copyright

Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein.

11. Subcontracting. Contractor may not delegate any of its obligations under the

Contract without the prior written approval of the State. Contractor must notify the

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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.

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

13. 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.

14. 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.

15. Change of Control. Contractor will notify the State, within 30 days of any public announcement or otherwise once legally permitted to do so, 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 merger effected exclusively to change the domicile of Contractor, or any

Version 2022-3 19 of 29 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 of its obligations under this Contract.

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

17. 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 24, 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.

18. Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the State premises with transportation and handling charges paid by Contractor, unless otherwise specified in Schedule A. All containers and packaging become the

State’s exclusive property upon acceptance.

19. Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to

Contract Activities remains with Contractor. Contractor is responsible for filing, processing, and collecting all damage claims. The State will record and report to

Contractor any evidence of visible damage. If the State rejects the Contract Activities, Contractor must remove them from the premises within 10 calendar days after notification of rejection. The risk of loss of rejected or non-conforming Contract

Activities remains with Contractor. Rejected Contract Activities not removed by

Contractor within 10 calendar days will be deemed abandoned by Contractor, and

Version 2022-3 20 of 29 the State will have the right to dispose of it as its own property. Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or disposition of rejected Contract Activities.

20. Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in Schedule A. If the Contract

Activities do not function as warranted during the warranty period, the State may return such non-conforming Contract Activities to the Contractor for a full refund.

21. Invoices and 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 provided 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. Notwithstanding the foregoing, all fees 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.

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.

Excluding federal government charges and terms, Contractor warrants and agrees that each of the fees, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent fees, economic or product term or warranty being offered to any commercial or government customer

(including any public educational institution within the State of Michigan) of

Contractor. If Contractor enters into any arrangements with another customer of

Contractor to provide the products or services, available under this Contract, under more favorable prices, as the prices may be indicated on Contractor’s current U.S.

and International price list or comparable document, then this Contract will be deemed amended as of the date of such other arrangements to incorporate those http://www.michigan.gov/SIGMAVSS

Version 2022-3 21 of 29 more favorable prices, and Contractor will immediately notify the State of such fee and formally memorialize the new pricing in a change notice.

22. Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Schedule A. The parties understand and agree that any liquidated damages (which includes but is not limited to applicable credits) set forth in this Contract are reasonable estimates of the State’s damages in accordance with applicable law. The parties acknowledge and agree that Contractor could incur liquidated damages for more than 1 event. The assessment of liquidated damages will not constitute a waiver or release of any other remedy the State may have under this Contract for Contractor’s breach of this Contract, including without limitation, the

State’s right to terminate this Contract for cause under Section 24 and the State will be entitled in its discretion to recover actual damages caused by Contractor’s failure to perform its obligations under this Contract. However, the State will reduce such actual damages by the amounts of liquidated damages received for the same events causing the actual damages. Amounts due the State as liquidated damages may be set off against any fees payable to Contractor under this Contract, or the State may bill Contractor as a separate item and Contractor will promptly make payments on such bills.

23. 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.

24. 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 25, Termination for Convenience.

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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, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

25. Termination for Convenience. The State may immediately terminate this

Contract in whole or in part without penalty and for any reason or no 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 26, 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.

26. 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 90 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.

27. 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

Version 2022-3 23 of 29 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).

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, at its own cost and expense, if the State deems necessary. Contractor will not, without the State’s prior 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.

Any litigation…