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 6 to

Contract Number MA240000001045

C O

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AC

TO

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ROWE PROFESSIONAL SERVICES

COMPANY

540 S. Saginaw St., Suite 200

Flint MI 48502

Jeffrey B. Markstrom

810-869-5398 jmarkstrom@rowepsc.com

CV0021939

ST

AT

E

Pr og ra m

M an ag er

Richard Cline TREA cliner1@michigan.gov

C on tr ac t Ad m in is tr at or Alannah Doak DTMB

(517) 230-9424

DoakA@michigan.gov

CONTRACT SUMMARY

Lead Service Line Replacement and Restoration Project

INITIAL EFFECTIVE DATE

June 28, 2024

INITIAL EXPIRATION DATE

December 31, 2024

INITIAL AVAILABLE OPTIONS

0 - 0 Months

EXPIRATION DATE BEFORE

August 31, 2026

PAYMENT TERMS

NET 45

DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

8 Months

REVISED EXP. DATE

September 30, 2026

CURRENT VALUE

$4,571,573.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$4,571,573.00

DESCRIPTION

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

Effective August 3, 2026, this contract is extended one month. The revised contract expiration date is September 30, 2026.

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

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 MA240000001045

C O

N

TR

AC

TO

R

ROWE PROFESSIONAL SERVICES

COMPANY

540 S. Saginaw St., Suite 200

Flint MI 48502

Jeffrey B. Markstrom

810-869-5398 jmarkstrom@rowepsc.com

CV0021939

ST

AT

E

Pr og ra m

M an ag er

Richard Cline TREA cliner1@michigan.gov

C on tr ac t Ad m in is tr at or Alannah Doak DTMB

(517) 230-9424

DoakA@michigan.gov

CONTRACT SUMMARY

Lead Service Line Replacement and Restoration Project

INITIAL EFFECTIVE DATE

June 28, 2024

INITIAL EXPIRATION DATE

December 31, 2024

INITIAL AVAILABLE OPTIONS

0 - 0 Months

EXPIRATION DATE BEFORE

March 31, 2026

PAYMENT TERMS

NET 45

DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

0 Months

EXTENSION LENGTH OF EXTENSION

5 Months

REVISED EXP. DATE

August 31, 2026

CURRENT VALUE

$3,316,137.00

VALUE OF CHANGE NOTICE

$1,255,436.00

ESTIMATED AGGREGATE CONTRACT VALUE

$4,571,573.00

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

Effective March 17, 2026, this contract is extended five months and is increased by $1,255,436. The revised contract expiration date is August 31, 2026.

In addition, Flint LSL Replacement Process - Phase 4 (Final Phase) and revised pricing for Phase 4 are hereby incorporated into the contract.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on March 17, 2026.

February 20, 2026

Mr. Jared Ambrosier, Chief Procurement Officer Central Procurement Services State of Michigan Email: ambrosierj@michigan.gov

RE: Program Management for 2026 Phase 4 (Final Phase) Service Line Replacement and Restoration Proposal

Dear Mr. Ambrosier:

ROWE Professional Services Company is pleased to submit this proposal to the State of Michigan to continue program management services for Phase 4 of service line replacement and associated restoration in the City of Flint. Our proposal is based on the Request for Quotes as issued by Ms. Erin Russel by email on February 13, 2026. We understand that this work will be added to our current contract (MA240000001045) with the DTMB as CN5. ROWE will be providing project management/office administration and on-site observation. We further understand that Phase 4 scope is slightly changed from previous phases where ROWE will now take a more active role in scheduling the work with the property owners in conjunction with the City of Flint staff. We will continue to work directly with the Contractor, Lakeshore Group Corporation (LGC), to observe and document their work at these addresses.

The following scope of services has been prepared by the State of Michigan and reviewed by

ROWE:

SCOPE OF SERVICES

Project Scope Will consist of scheduling, supervising, verifying, and tracking of the following activities:

Data Collection – Will be maintained using Cityworks software. As we are all aware, Cityworks was the software of choice from 2019 to 2024 timeframe but was replaced by ArcGIS online as a result of the city’s network being hacked. For Phase 4, the data collection will once again be managed using the Cityworks system. Upon completion of the project, ROWE will work with the city to make sure that all data collected is accessible to the city for their records.

Reporting – Will consist of summary reports as requested by the State of Michigan and at a minimum consist of the following:

1. Invoices – Monthly invoices for ROWE and LGC.

2. Project Summary Report – Monthly report to indicate what work was performed in the previous reporting period including budget summary for both ROWE and LGC.

3. List of parcels completed – Monthly report indicating what work was completed in the prior reporting period. This work will be included in the LGC monthly invoice, similar to previous phases of work.

4. Treasury request for payment form – Each month, ROWE will sign the required forms to process payment for ROWE and LGC.

5. Payment request certification form – Each month, ROWE will sign the required forms as requested by the State of Michigan.

6. As requested, ROWE will provide additional reports to support the work being performed by the team.

Administrative Items – Will be needed to maintain the systems put in place to track progress and plan for future expansion of work. These include the following:

1. ROWE will monitor the Flint “Get the Lead Out” phone number once again for Phase 4.

Our plan is to have the phone number routed to a ROWE cell phone that can be monitored by ROWE staff from 8:00 am to 5:00 pm Monday through Friday. Calls that come outside of that timeframe will go to voicemail and retrieved the next business day.

2. Other administrative duties as necessary, including mailings or coordinating public outreach activities.

SCHEDULE

ROWE understands the importance of completing all field work associated with this project by July 31, 2026, with the understanding that the final data reporting will be compiled during the months of August and September. Per the Request for Quotes, there are milestone dates that will need to be followed. These milestones are as follows:

• Phase 4 Preconstruction Meeting – March 10, 2026

• Start of Construction – March 23, 2026

• Complete Identification of Unknown – April 21, 2026

• All SLE/SLR/Restoration Complete – July 31, 2026

• Final Data Compiled and Transmitted to City – September 30, 2026

COMPENSATION

Compensation for our services will be based on our billable rates for the staff assigned to this project. Our budget is based on providing, on average, eight construction observers working 60 hours a week from March 23, 2026, to July 31, 2026. In addition, we will be providing office administration and project management from March 1, 2026, through September 30, 2026, for contract closeout. As the work continues, we will be reviewing the progress by LGC and if we note any change in the anticipated completion date of July 31, 2026, we will discuss this with the State of Michigan and review how that may impact our proposed budget noted below:

Task Budget

Phase 4 Program Management $1,518,400

• We note that as of the end of February 2026, ROWE has approximately $300,000 remaining under our current authorization. The budget noted above would be the total amount anticipated to complete the project starting on March 1, 2026.

The following table is a breakdown of our anticipated manhours by type of service (Program Management, Office Administration, Construction Observation) for the program manager role.

Also attached is our hourly billable rate table for your reference.

We appreciate the opportunity to continue the professional engineering services for this project and we look forward to working directly with the State of Michigan on the completion. If you have any questions, you can contact Jeff Markstrom to discuss our proposal in more detail at (810) 869-5398.

Sincerely, ROWE Professional Services Company

Jeffrey B. Markstrom, PE Design Services Division Manager

Attachment

R:\Projects\2400486\Docs\Proposal and Contract\2026 - State Of Michigan Project Management Proposal.docx

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

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Lead Service Line Replacement and Restoration Project

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

June 28, 2024 December 31, 2024 0 - 0 Months December 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

540 S. Saginaw St., Suite 200

Flint MI 48502

Jeffrey B. Markstrom

810-869-5398 jmarkstrom@rowepsc.com

CV0021939

ROWE PROFESSIONAL SERVICES

COMPANY

C O

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GrantC15@michigan.gov

Alannah Doak

(517) 230-9424

DTMB

Corey Grant TREA

DoakA@michigan.gov

C on tr ac t A dm in is tr at or

Pr og ra m

M an ag er

ST

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Change Notice Number 4

Contract Number MA240000001045 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 Months 3 Months March 31, 2026

$3,316,137.00 $0.00 $3,316,137.00

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

Effective 12/16/2025, this contract is hereby extended through March 31, 2026.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on 12/16/2025.

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

June 28, 2024 December 31, 2024 0 - 0 Months March 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

540 S. Saginaw St., Suite 200

Flint MI 48502

Jeffrey B. Markstrom

810-869-5398 jmarkstrom@rowepsc.com

CV0021939

ROWE PROFESSIONAL SERVICES

COMPANY

C O

N

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A C

TO

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517-335-1215

ThomasJ45@michigan.gov

Katie McFarland

517-930-6814

DTMB

Jessica Thomas TREA mcfarlandk1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

NET 45

Change Notice Number 2

Contract Number MA240000001045 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 Months 4 Months August 1, 2025

$1,553,392.00 $262,745.00 $1,816,137.00

DESCRIPTION

Effective 11/19/2024, this contract is hereby increased by $262,745.00 per the attached quote and the contract is extended through August 1, 2025.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on November 19, 2024.

October 29, 2024

Mr. Jared Ambrosier Chief Procurement Officer Central Procurement Services State of Michigan Email: ambrosierj@michigan.gov

RE: Program Management for Phase 2 Service Line Replacement and Restoration Professional Services Proposal

Dear Mr. Ambrosier:

ROWE Professional Services Company is pleased to submit this proposal to the State of Michigan to continue program management services for Phase 2 of service line replacement and associated restoration in the City of Flint. Based on our discussions, we understand that this work will be added to our current contract (MA240000001045) with the DTMB. It is our understanding that there are between 80-100 addresses that need to be excavated and, if needed, service line replacement completed. ROWE will be providing project management/office administration and on-site observation. ROWE will be working directly with the contractor, Lakeshore Group Corporation (LGC), to observe and document their work at these addresses.

The following scope of services has been prepared by the State of Michigan and reviewed by

ROWE:

SCOPE OF SERVCIES

Project Scope will consist of supervising, verifying, and tracking of the following activities:

Data Collection – will be maintained through the use of ArcGIS online mapping tools and made available to state and local entities for viewing of the progress. Upon completion of the project, all data collected will be transferred to the city for their records in their databases.

Reporting – will consist of weekly summary reports, provided no later than 12pm on Mondays for the previous week’s activities, and include the following information:

1. Number of outreach attempts, scheduling attempts, excavations, replacements, temporary restorations, and no-shows for scheduled excavations.

2. Any issues that arose during the week or any anticipated for the current or future weeks ahead.

3. These will be submitted by email in table format to keep consistency throughout the project timeline.

Payment Requests – will be submitted no sooner than every two weeks, but no more than monthly after the work has been completed.

Administrative items – will be needed to maintain the systems put in place to track progress and plan for future expansion of work. These include the following:

1. AMBS Call Center to document and respond to calls for the service line replacement program through May 2025. Our budget will include the months of January – May 2025 since our previous contract included retaining the services of AMBS through the end of December 2024.

2. ArcGIS online software and licensed accounts for staff to monitor and record field work and track progress of the project.

3. Other administrative duties as necessary including mailings or coordinating public outreach activities.

SCHEDULE

The field work associated with this proposal is anticipated to begin on November 1, 2024, and be completed no later than December 14, 2024. The contractor (LGC) has indicated that they plan on initially having three crews mobilized on site to perform the work, with the potential to increase crews as necessary. With the winter season upon us, we have discussed with LGC that the priority addresses need to be those on the City of Flint’s major streets so permanent restoration can be completed before the asphalt plants close for the winter. We anticipate there will be final close out paperwork and reporting that ROWE will need to complete for a couple months beyond the completion of the field work, therefore we have included an additional three months of office support in our budget.

COMPENSATION

Compensation for our services will be based on our billable rates for the staff assigned to this project. Our budget is based on providing, on average, three construction observers working 50 hours a week from November 1st through December 14th. In addition, we will be providing office administration and project management from November 1st through the end of March 2025 for contract closeout. As the work continues, we will be reviewing the progress by LGC and if we note any change in the anticipated completion date of December 14, 2024, we will discuss this with the State of Michigan and review how that may impact our proposed budget noted below:

Task Budget Phase 2 Program Management $260,000 AMBS Call Center (five months @ $549/month) $2,745 Total Proposed Budget $262,745

We appreciate the opportunity to continue the professional engineering services for this project and we look forward to working directly with the State of Michigan on the completion. If you have any questions, you can contact Jeff Markstrom to discuss our proposal in more detail at (810) 869-5398.

Sincerely, ROWE Professional Services Company

Jeffrey B. Markstrom, PE Design Services Division Manager

R:\Projects\2400486\Docs\Proposal and Contract\Phase 2 - State Of Michigan Project Management.docx

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

December 31, 2024 None December 31, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

540 S. Saginaw St., Suite 200

Flint MI 48502

Jeffrey B. Markstrom

810-869-5398 jmarkstrom@rowepsc.com

CV0021939

ROWE PROFESSIONAL SERVICES

COMPANY

C O

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517-335-1215

ThomasJ45@michigan.gov

Katie McFarland

517-930-6814

DTMB

Jessica Thomas TREA mcfarlandk1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

NET 45

Change Notice Number 1

Contract Number MA240000001045 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

3 Months March 31, 2025

$249,000.00 $1,304,392.00 $1,553,392.00

DESCRIPTION

Effective August 20, 2024, this contract is extended three months and is increased by $1,304,392.00.

The revised contract expiration date is March 31, 2025. The following amendments are hereby incorporated into the contract.

A. Project Reporting Requirements:

The Contractor must provide the following reports one business day before the 1st and 15th of each month until the project is complete to Erin Russel or designee within Environment, Great Lakes, and Energy (EGLE).

June 28, 2024

1) A list of homes that were visited during the reporting period with:

a. The date and type (hard/soft) of restoration performed

b. Confirmation if the property has been fully restored and deemed complete or

c. Confirmation if further restoration is needed

2) A list of homes that were visited during the reporting period that were found to have no further restoration required. These homes will have a door hanger left to inform the resident of the property inspection and pictures of the property taken for city records.

3) A list of any properties that were completed in Phase 7 by LGC, but a resident complaint requires some type of “touch up” restoration performed to deem it complete. These are properties that would have been invoiced and paid out on during Phase 7 but will not add any extra costs to this current contract because they have agreed they are responsible for ensuring their quality work.

4) A list of any requests from residents wanting to sign up and get their service line replaced. This should be cumulative from the calls and emails that Rowe is receiving and from and calls being tracked by the mayor’s office.

B. Financial Reporting Requirements:

The Contractor must provide the following reports by the 15th of each month until the project is complete to the contract Program Manager or their designee via Treasury’s One Note.

1) Summary Monthly Invoice must be submitted upon completion of work for services performed including any supporting documentation for expenditures related to the project. The invoice must include:

a. A breakdown by labor, materials, equipment charges and other cost

b. A breakout of costs for engineering, administration, inspections and contract for the total project.

2) Project Summary Report must include any information on key milestones achieved, work completed and any deviations that may impact billing costs.

3) Financial Status Report must capture planned verses actual expenditures, project spend plan, and any variances, supplementals or change orders and total amounts paid per contractor on overall project.

4) Completed Parcels List must include a list of completed lead service line replacements or restorations addressed using the parcel identification number that aligns with the payment request.

The Contractor must confirm the city can access all project data. Additionally, vendors have produced accurate records and information upon request during the production of this report.

5) Treasury Request Payment Form must be completed for the State to process.

6) Any other reports as requested related to this project as evidence to support the scope, project costs and completion of work.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on August 20, 2024

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000001045 .

between

THE STATE OF MICHIGAN

and

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Rowe Professional Services

ST

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M an ag er

Jessica Thomas Treasury

540 S. Saginaw St., Suite 200 517-335-1215

Flint, MI, 48502 ThomasJ45@michigan.gov

Jeffrey B. Markstrom

C on tr ac t Ad m in is tr at or Katie McFarland DTMB

810-869-5398 517-930-6814 jmarkstrom@rowepsc.com McFarlandK1@michigan.gov

CV0021939

CONTRACT SUMMARY

DESCRIPTION: Rowe Professional Services - Flint Service Line Restoration Project

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 28, 2024 December 31, 2024 0 December 31, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract is a result of a reassignment of the City of Flint’s contract resolution number 220105. Orders will be placed through issuance of a delivery order.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $249,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut St., Lansing, MI 48933 PO Box 30026, Lansing, MI 48909 mailto:jmarkstrom@rowepsc.com

CONTRACT NO. 240000001045

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Katie McFarland, Category Specialist, Commodities

Name & Title

DTMB – Central Procurement

Agency

Date

Assignment of Rowe and Lakeshore Global Contracts from the City of Flint to the State of Michigan, Department of Technology, Management and Budget

1) The City of Flint ("City") hereby assigns, transfers, and delegates to the State of Michigan, Department of Technology, Management and Budget ("Michigan DTMB") all rights, title, and interest held by the City in and to the following contracts (attached as Exhibits A and

B), excepting the provisions specified below in paragraph 2:

• "Project Management Service/SLE-SLR and Restoration Projects" contract with Rowe

Professional Services ("Rowe Contract"), executed 4/27/2022, as amended on

5/23/2024.

• "Phase VII Fast Start Service Line Replacement, Excavation, and Restoration

(SLE/SLR) contract with Lakeshore Global Corporation ("LGC Contract"), executed on 8/16/2022, as amended on 6/27/2024.

Collectively, the Rowe Contract and LGC Contract are referred to as "the Contracts."

2) The City expressly reserves its rights under the following paragraphs of the Contracts:

a) Rowe Contract, paragraph 11; LGC Contract, paragraph 13 the City specifically reserves any claim for indemnification arising from work conducted prior to the date of this Assignment. However, such reservation will not prevent the Michigan DTMB from also seeking indemnification for such work under the Contracts.

b) Rowe Contract, paragraph 24; LGC Contract, paragraph 26 - the City specifically reserves all claims to documents, information, reports, and the like prepared or generated during the term of the Contracts for work conducted prior to the date of this

Assignment. In addition, the City shall be entitled to receive copies of any reports sent from the contractors to the State of Michigan DTMB regarding activities performed under the Contracts, for work conducted on or after this the date of this assignment.

3) The City warrants and represents that the Contracts are in full force and effect and are fully assignable.

4) Upon request and within 10 calendar days of such request, the City will provide the

Michigan DTMB with all documents, information, reports and the like prepared or generated during the term of the Contracts for work conducted prior to the date of this

Assignment.

5) The City agrees to remain responsible and liable for its actions and all claims arising from or occurring before the date of this Assignment, in relation to the Contracts.

I of2

6-28-24

DateJared L Ambrosier, CPO

Assignment of Rowe and Lakeshore Global Contracts

6) Michigan DTMB assumes and agrees to perform all the remaining and executory obligations of the City under the Contracts.

7) The City warrants that the Contracts are without modification except as listed above.

8) The City further warrants that it has full right and authority to assign the Contracts and that the contract rights herein transferred are free of lien, encumbrance, or adverse claim.

This assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns and may be executed electronically, or in counterparts, all of which together shall constitute the assignment.

APPROVED AS TO FORM:

~ ~ Kim,City Attorney

Municipal Corp.:

Date

6-27-ZDZ'f Date

STATE OF MICHIGAN, DEPARTMENT OF TECHNOLOGY, MANAGEMENT AND

BUDGET:

2 of2

CHANGE ORDER/ADDENDUM

CONTRACT#: 22-007

NAME OF PROJECT: Rowe Professional Services SLE-SLR and Restoration Projects $2,900,000.00

APPROVAL: Approved by City Council on 4/11/22, Resolution #220105

The following changes are hereby made to the contract document:

Change Order #1 . Amending Contract 22-007, Paragraph 7, Effective Date, to read "This contract shall be effective upon the date that it is executed by all parties and presented to the City of Flint Clerk. This contract shall terminate on 12/31/2024." (amendment in bold).

CHANGE TO CONTRACT PRICE

ORIGINAL AMOUNT:

CURRENT CONTRACT AMOUNT ADJUSTED BY

PREVIOUS CHANGE ORDERS:

THE CONTRACT AMOUNT DUE TO THIS CHANGE

ORDER WILL BE INCREASED BY:

THE NEW CONTRACT PRICE DUE TO THIS

CHANGE ORDER WILL BE:

THE CITY OF FLINT

A MUNICIPAL CORPORATION

APPROVED AS TO FORM:

BY: ~

William Ki City Atto y

Date

Date

$2,900,000.00

$2,900,000.00

$0.00

$2,900,000.00

FIRM: Rowe Professional Services

BY: Leanne. \+ .~nd u~

TITLE: CED /PreC::, \devtt-

' DATE: __ S_-_2._~_- _2D_ Z4-_· _.__ __

ADDRESS: 540 S. Saginaw St., Suite 200 Flint, Michigan 48502

Phone: <g { D I 34--( I --,:=_;,oC) ----------------

Department of Public Works 22-007

CITY OF FLINT

MICHIGAN

CONTRACT

Rowe Professional Services

Project Management Services SLE-SLR and Restoration Projects

$2,900,000.00 Approved by City Council on 4/11/22

Resolution #2201 OS

O City of Flint O Department of Finance

Division of Purchases & Supplies Sheldon A. Neeley

Mayor

April 18, 2022

TO:

FROM:

SUBJECT:

Michael Brown, DPW Supervisor

Lauren Rowley, Purchasing Manager

NOTICE TO PROCEED TO ENTER INTO A CONTRACT

Professional SeNices/Project Managements SeNices/SLE-SLR and Restoration Projects Resolution #220105

Please be advised that the Resolution for Rowe Engineering, has been approved by City Council on April 11, 2022 for Professional Services/Project Management Services/SLE-SLR And Restoration Projects.

You are now authorized with this notice to proceed to enter a contract with Rowe Engineering. Please see attached Resolution #220105.

If you have any questions, please feel free to give me a call or send an email.

XcuWA -~~· Purchasing Manager

CITY HALL 1101 S. SAGINAW STREET, RM 203 FLINT, MICHIGAN 48502 TEL: 810,766-7340 FAX: 810-766-7240 Debarred Information updated - 01-02-20

STATE OF MICHIGAN DTMB

CONTRAa # 00829

BY THE CITY ADMINISTRATOR:

RESOLUTION TO ROWE PROFESSIONAL SERVICES FOR PROJECT MANAGEMENT SERVICES FOR

SERVICE LINE REPLACEMENT AND RESTORATION

The Division of Purchases & Supplies has utilized the State of Michigan's indefinite-scope cooperative contract for Rowe Professional Services, 540 S. Saginaw St. Suite 200, Flint Ml, 48502, for the next phase of service line replacement and restorations.

WHEREAS The Department of Public Works has utilized Rowe Professional Services as the program manager for the exploration/replacement (SLE/SLR) project(s) since May of 2019. Due to their experience with the ongoing project, their knowledge of working with EGLE, The State of Michigan, and CltyWorks software used by the city, they would like to continue working with Rowe for the next phase of these projects.

WHEREAS, The City of Flint, Department of Public Works is requesting authorization to enter into a contract with Rowe Professional Services, for Project Management Services for SLE/SLR management, in an amount not-to-exceed $400,000.00, and restoration management services, In an amount not-to-exceed $2,500,000.00 for an overall total contract price of $2,900,00.00.

F di f un ng orsaI services are u Ige e an w1 come rom b d t d d ·11 f e o owing accoun : th f II t Account Number Account Name Grant Code Amount

496-540.006-801.051 Project Management Svcs FEPA 18WIIN-1 $2,900,000.00

GRAND TOTAL $2,900,000.00

IT IS RESOLVED, That the Appropriate City Officials are to Enter into a Contract with Rowe Professional Services for Project Management Services for the SLE/SLR and restoration projects for an overall amount not-to-exceed $2,900,000.00.

APPROVED AS TO FORM:

WIiiiam Kim, Acting City Attorney

FOR THE CITY OF FLINT:

am t> El>WA&l)S Cl VOE O ED\WJIDS (F•b ll 202H l \7£STI

Clyde Edwards, City Administrator

APPROVED AS TO PURCHASING:

il.~\LA,~~• Lauren Rowley, Purchasing Manager

APPROVED AS TO FINANCE:

Robert Wldigan, Chief Financial Officer

APPROVED BY CITY COUNCIL:

APR 11 2022

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PROJECT MANAGEMENT SERVICES/SLE-SLR AND RESTORATION PROJECTS

This agreement (hereinafter "Agreement") by and between the City of Flint, a Michigan Municipal Corporation, 1101 S. Saginaw Street, Flint, MI 48502, (hereinafter the "City"), and Rowe Professional Services, hereinafter referred to as "Contractor."

1. Applicable Law: This Agreement and all related disputes shall be governed by and interpreted in accordance with the laws of the State of Michigan.

2. Arbitration: Contractor agrees that for all claims, disputes, and other matters arising out of or relating to this agreement, Contractor must request the City's consent to arbitrate within 30 days from the date the Contractor knows or should have known the facts giving rise to the claim, dispute or question.

(a) Notice of a request for arbitration must be submitted in writing by certified mail or personal service upon the Chief Legal Officer.

(b) Within 60 days from the date a request for arbitration is received by the City, the City shall inform Contractor whether it agrees to arbitrate. If the City does not consent, Contractor may proceed with an action in a court of competent jurisdiction within the State of Michigan. If the City does consent, then within 30 days of the consent each party shall submit to the other the name of one person to serve as an arbitrator. The two arbitrators together shall then select a third person, the three together shall then serve as a panel in all proceedings. Any unanimous decision of the three arbitrators shall be a final binding decision. The City's failure to respond to a timely, conforming request for arbitration is deemed consent to arbitration.

( c) The costs of the arbitration shall be split and borne equally between the parties and such costs are not subject to shifting by the arbitrator.

(d) Contractor's failure to comply with any portion (including timeliness) of this provision shall be deemed a permanent waiver and forfeiture of the claim, dispute, or question.

( e) This provision shall survive the expiration or termination of this Agreement in perpetuity.

3. City Income Tax Withholding: Contractor and any subcontractor engaged in this contract shall withhold from each payment to his employees the City income tax on all of their compensation subject to City tax, after giving effect to exemptions, as follows:

(a) Residents of the City: At a rate equal to I% of all compensation paid to the employee who is a resident of the City of Flint.

(b) Non-residents: At a rate equal to ½ % of the compensation paid to the employee for work done or services performed in the City of Flint.

0 Project ManagemeO rvices for SLR and Restoration

These taxes shall be held in trust and paid over to the City of Flint in accordance with City ordinances and State law. Any failure to do so shall constitute a material breach of this contract.

4. Compensation: The City shall pay for such services as have been set forth herein within 45 days of submission of properly detailed and itemized invoices, releases, affidavits, and the like.

Notwithstanding, the contract price shall not to exceed $2,900,000.00. Contractor recognizes that the City does not guarantee it will require any set amount of services. Contractor's services will be utilized as needed and as determined solely by the City of Flint. Contractor expressly acknowledges that it, without limitation, has no right to payment of an amount exceeding the amount set forth in this Section. Contractor agrees that oral agreements by City officials to pay a greater amount are not binding.

(a) Contractor shall submit itemized invoices for all services provided under this Agreement identifying:

(i) The date of service

(ii) The purchase order number

(ii) The name of person providing the service and a general description of the service provided.

(iii) The unit rate and the total amount due.

(iv) Parts utilized for the service

Invoices shall be submitted to:

City of Flint Accounts Payable P.O. Box 246 Flint, MI 48501-0246 or accounL-,payable(ro.cityofilint.com

It is solely within the discretion of the City as to whether Contractor has provided a proper mvmce. The City may require additional information or waive requirements as it sees fit.

5. Contract Documents: The invitation for bids, instructions to bidders, proposal, affidavit, addenda (if any), statement of bidder's qualifications (when required), general conditions, special conditions, performance bond, labor and material payment bond, insurance certificates, technical specifications, and drawings, together with this agreement, form the contract, and they are as fully a part of the contract as if attached hereto or repeated herein.

6. Disclaimer of Contractual Relationship With Subcontractors: Nothing contained in the Contract Documents shall create any contractual relationship between the City and any Subcontractor or Sub-subcontractor.

7. Effective Date: This contract shall be effective upon the date that it is executed by all parties and presented to the City of Flint Clerk. This contract shall terminate on 12/31/23.

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8. Certification, Licensing, Debarment, Suspension and Other Responsibilities:

Contractor warrants and certifies that Contractor and/or any of its principals are properly certified and licensed to perform the duties required by this contract in accord with laws, rules, and regulations, and is not presently debarred, suspended, proposed for debarment or declared ineligible for the award of any Federal contracts by any Federal agency. Contractor may not continue to or be compensated for any work performed during any time period where the debarment, suspension or ineligibility described above exists or may arise in the course of Contractor contractual relationship with the City. Failure to comply with this section constitutes a material breach of this Contract. Should it be determined that contractor perfonned work under this contract while in non-compliance with this provision, Contractor agrees to reimburse the City for any costs that the City must repay to any and all entities.

9. Force Majeure: Neither party shall be responsible for damages or delays caused by Force Majeure or other events beyond the control of the other party and which could not reasonably have been anticipated or prevented. For purposes of this Agreement, Force Majeure includes, but is not limited to, adverse weather conditions, floods, epidemics, war, riot, strikes, lockouts, and other industrial disturbances; unknown site conditions, accidents, sabotage, fire, and acts of God.

Should Force Majeure occur, the parties shall mutually agree on the terms and conditions upon which the services may continue.

10. Good Standing: Contractor must remain current and not be in default of any obligations due the City of Flint, including the payment of taxes, fines, penalties, licenses, or other monies due the City of Flint or having any current or pending litigation against the City or be in violation of the Clean Water Act, or any pennitting by the City, or Sewer Use Ordinances or any other City Ordinances, or any State or Federal regulatory agency, or be debarred by the City of Flint from consideration for a contract award pursuant to Section 18-21.5 (d) of Article IV of the "Purchasing Ordinance of the City of Flint". Violations of this clause shall constitute a substantial and material breach of this contract. Such breach shall constitute good cause for the tennination of this contract should the City of Flint decide to terminate on such basis.

11. Indemnification: To the fullest extent pennitted by law, Contractor agrees to defend, pay on behalf of, indemnify, and hold harmless the City of Flint, its elected and appointed officials.

employees and volunteers and other working on behalf of the City of Flint, against any and all claims, demands, suits, or losses, including all costs connected therewith, and for any damages which may be asserted, claimed, or recovered against or from the City of Flint, its elected and appointed officials, employees, volunteers or others working on behalf of the City of Flint, by reason of personal injury, including bodily injury or death and/or property damage, including loss of use thereof, which may arise as a result of Contractor's acts, omissions, faults, and negligence, or that of any of his employees, agents, and representatives in connection with the perfonnance of this contract. Should the Contractor fail to indemnify the City in the above-mentioned circumstances, the City may exercise its option to deduct the cost that it incurs from the contract price forthwith or may file an action in a court of competent jurisdiction, the costs of which shall be paid by Contractor. This provision shall survive the termination and/or expiration of this agreement, in perpetuity.

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12. Independent Contractor: No provision of this contract shall be construed as creating an employer-employee relationship. It is hereby expressly understood and agreed that Contractor is an "independent contractor" as that phrase has been defined and interpreted by the courts of the State of Michigan and, as such, Contractor is not entitled to any benefits not otherwise specified herein.

13. Insurance/Worker's Compensation: Contractor shall not commence work under this contract until he has procured and provided evidence of the insurance required under this section.

All coverage shall be obtained from insurance companies licensed and authorized to do business in the State of Michigan unless otherwise approved by the City's Finance Department. Policies shall be reviewed by the City's Finance Department for completeness and limits of coverage. All coverage shall be with insurance carriers acceptable to the City of Flint. Contractor shall maintain the following insurance coverage for the duration of the contract.

(a) Commercial General Liability coverage of not less than one million dollars ($1,000,000) combined single limit with the City of Flint, and including all elected and appointed officials, all employees and volunteers, all boards, commissions and/or authorities and their board members, employees and volunteers, named as "Additional Insureds." This coverage shall be written on an ISO occurrence basis form and shall include: Bodily Injury, Personal Injury, Property Damage, Contractual Liability, Products and Completed Operations, Independent Contractors; Broad Form Commercial General Liability Endorsement, (XCU) Exclusions deleted and a per contract aggregate coverage. This coverage shall be primary to the Additional Insureds, and not contributing with any other insurance or similar protection available to the Additional Insureds, whether said other available coverage be primary, contributing, or excess.

(b) Workers Compensation Insurance in accordance with Michigan statutory requirements, including Employers Liability coverage.

(c) Professional Liability - Errors and Omissions. All projects involving the use of Architects, civil engineers, landscape design specialists, and other professional services must provide the City of Flint with evidence of Professional Liability coverage in an amount not less than one million dollars ($1,000,000). Evidence of this coverage must be provided for a minimum of three years after project completion. Any deductibles or self-insured retention must be declared to and approved by the City. In addition, the total dollar value of all claims paid out on the policy shall be declared. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retention with respect to the City, its officials, employees, agents and volunteers; or Contractor shall procure a bond guaranteeing payment of losses and related investigation, claim, administration, and defense expenses.

Contractor shall furnish the City with two certificates of insurance for all coverage requested with original endorsements for those policies requiring the Additional Insureds.

All certificates of insurance must provide the City of Flint with not less than 30 days

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0 Project Management Services for SLR and Restoration advance written notice in the event of cancellation, non-payment of premium, non-renewal, or any material change in policy coverage. In addition, the wording "Endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives" must be removed from the standard ACORD cancellation statement. These certificates must identify the City of Flint, Finance Department, as the "Certificate Holder." Contractor must provide, upon request, certified copies of all insurance policies. If any of the above polices are due to expire during the term of this contract, Contractor shall deliver renewal certificates and copies of the new policies to the City of Flint at least ten days prior to the expiration date. Contractor shall ensure that all subcontractors utilized obtain and maintain all insurance coverage required by this provision.

14. Laws and Ordinances: Contractor shall obey and abide by all of the laws, rules and regulations of the Federal Government, State of Michigan, Genesee County and the City of Flint, applicable to the performance of this agreement, including, but not limited to, labor laws, and laws regulating or applying to public improvements.

15. Modifications: Any modifications to this contract must be in writing and signed by the parties or the authorized employee, officer, board or council representative of the parties authorized to make such contractual modifications under State law and local ordinances.

16. No Third-Party Beneficiary: No contractor, subcontractor, mechanic, materialman, laborer, vendor, or other person dealing with the principal Contractor shall be, nor shall any of them be deemed to be, third-party beneficiaries of this contract, but each such person shall be deemed to have agreed (a) that they shall look to the principal Contractor as their sole source of recovery if not paid, and (b) except as otherwise agreed to by the principal Contractor and any such person in writing, they may not enter any claim or bring any such action against the City under any circumstances. Except as provided by law, or as otherwise agreed to in writing between the City and such person, each such person shall be deemed to have waived in writing all rights to seek redress from the City under any circumstances whatsoever.

17. Non-Assignability: Contractor shall not assign or transfer any interest in this contract without the prior written consent of the City provided, however, that claims for money due or to become due to Contractor from the City under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the City.

18. Non-Disclosure/Confidentiality: Contractor agrees that Contractor will not disclose any such information provided to Contractor in furtherance of this Agreement, or in any other way make such documents public, without the express written approval of the City or the order of a court of competent jurisdiction.

19. Non-Discrimination: The Contractor shall comply with the Elliott Larsen Civil Rights Act, 1976 PA 453, as amended, MCL 37.2101 et seq., the Persons with Disabilities Civil Rights Act, 1976 PA 220, as amended, MCL 37.1101 et seq., and all other federal, state, and local fair employment practices and equal opportunity laws and covenants that it shall not discriminate

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0 Project ManagemenfServices for SLR and Restoration against any employee or applicant for employment, to be employed in the performance of this Agreement, with respect to his or her hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment, because of his or her race, religion, ethnicity, color, national origin, age, sex, sexual orientation, gender identity, height, weight, marital status, familial status, association with the federal government, or physical or mental disability that is unrelated to the individual's ability to perform the duties of a particular job or position or status with respect to public assistance. A breach of this covenant is a material breach of this Agreement.

20. Anti-Lobbying: The Contractor shall not use any of the grant funds awarded in this Agreement for the purpose of lobbying as defined in the State of Michigan's lobbying statute, MCL 4.415(2). "'Lobbying' means communicating directly with an official of the executive branch of state government or an official in the legislative branch of state government for the purpose of influencing legislative or administrative action." The Contractor shall not use any of the grant funds awarded in this Agreement for the purpose of litigation against the State or City.

Further, the Contractor agrees to require that language of this assurance be included in the award documents of all subawards.

21. Ethics: Pursuant to the Flint City Charter § 1-602 (I) entitled Notice, every public servant, volunteer and city, contractor is to receive training and be provided with a copy of these ethical standards upon passage of this Charter or at the time of appointment and or hire or the commencement of services (See Attached Flint City Charter § 1-602 (I)). Therefore, Contractor acknowledges receipt of Flint City Charter § 1-602 and agrees that Contractor and its staff shall abide by the terms and participate in any training provided by the City/or update orientation as may be necessary from time to time. Public servants are all persons employed or otherwise engaged by the corporation of the City of Flint to conduct business on its behalf including but not limited to elected officials, appointed employees, members of boards and commission~ classified employees, contractual employees, and volunteers, in accordance with Flint City Charter § 1-602.

22. COVID-19 Policies and Training: Contractor acknowledges that the Country is in the middle of a COVID-19 pandemic and agrees that Contractor, its staff and its subcontractors will comply with Federal, State of Michigan Executive Orders, Michigan Department of Health and Human Services Epidemic Orders, Local guidance, CDC, OSHA, MIOSHA and other regulatory guidelines to mitigate risk and exposure to COVID-19. Contractor also agrees that Contractor, its staff and subcontractors if any, shall abide by City of Flint COVID-19 policies and procedures currently in existence, modified or that may be created, including but not limited daily temperature checks, social distancing, mitigation and disinfected measures and agree to participate in any trainings as required by the City of Flint. Contractor, its staff and its subcontractors agree that failure to comply with this provision shall constitute a substantial and material breach of this contract. Such a breach shall constitute good cause for the termination of this contract should the City of Flint decide to terminate on such basis.

23. Notices: Notices to the City of Flint shall be deemed sufficient if in writing and mailed.

postage prepaid, addressed to Michael J. Brown and Inez Brown, City Clerk, City of Flint, 1101 S. Saginaw Street, Flint, Michigan 48502, or to such other address as may be designated in

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0 Project Managemem :>ervices for SLR and Restoration writing by the City from time to time. Notices to Contractor shall be deemed sufficient ifin writing and mailed, postage prepaid, addressed to Rowe Professional Services Company, 540 S.