250000000086.pdf

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

Rental Services - Uniform, Mats, Mops, Fire Safety, First Aid, and Promotional - Statewide

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

October 1, 2025 May 31, 2028 1 - 5 Years May 31, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

See Schedule A

P-Card Direct Voucher (PRC) Other Yes No

6800 Cintas Blvd

Mason OH 45040

Amanda Rowe

843.324.4956

RoweA@cintas.com

CV0014331

Cintas Corporation No. 2

C O

N

TR

A C

TO

R

Lisa Spitzley

517-249-0440

Various Various spitzleyL4@michigan.gov

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

Pr og ra m

M an ag er

ST

A

TE

N/ANet 45 days

Change Notice Number 1

Contract Number MA250000000086 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$1,000,000.00 $0.00 $1,000,000.00

DESCRIPTION

Effective November 18, 2025, this contract is hereby updated to add Alternative Payment Option of PRC Payments, see Change Notice Cover. All other terms, conditions, specifications and pricing remain the same.

Per Contractor and Agency agreement, and DTMB Procurement approval.

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

N/AN/A

AGENCY NAME PHONE EMAIL

MDOC Jaclyn Draheim 313-570-9629 DraheimJ@michigan.gov

MDOT Tammy Walderzak 517-243-8276 WalderzakT@michigan.gov

MSL Kristi Thompson 517-335-2376 ThompsonK1@michigan.gov

MSL Julie Proux 517-335-5683 ProuxJ@michigan.gov

DNR Amanda Pauly 989-734-2542 PaulyA3@michigan.gov

TREA Andrew Shaver 517-420-5328 ShaverA@michigan.gov

DNR Melisa Potts 517-420-9194 PottsM2@michigan.gov

DTMB Kerri Bielski 616-364-5327 BielskiK@michigan.gov

DTMB Jamie Mathews 517-636-0829 mathewsj@michigan.gov

DTMB Michael Wonn 517-636-0506 wonnm@michigan.gov

MDHHS Lauri Bonnell 517-335-0175 BonnellL@michigan.gov

DNR Alex McCollough 517-930-1615 McColloughA@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 1 TO CONTRACT NO. MA250000000086

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget 320 S Walnut Street Lansing, MI 48933

NOTICE OF CONTRACT

between

THE STATE OF MICHIGAN

and

6800 Cintas Blvd

Mason Ohio 45040

Amanda Rowe

843.324.4956

RoweA@cintas.com

0014332

Cintas Corporation No. 2

C O

N

TR

A C

TO

R

Lisa Spitzley

(517) 249-0440

DTMB

Multiple Multiple

SpitzleyL4@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: Rental Services - Uniform, Mats, Mops, Fire Safety, First Aid, and Promotional - Statewide

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

10/1/2025 5/31/2028 1 - 5 Years

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

See Schedule A

P-card Payment Request (PRC) Other Yes No

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER: This Contract is an OMNIA cooperative agreement with the State of Nebraska. Orders for delivery will be issued directly by the Department in accordance to Schedule A, Authorizing Document section. MiDeal members and government entities will issue orders by submitting cooperative acceptance agreements.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $1,000,000.00

N/ANet 45 days

C on tra ct

Ad m in is tra to r Pr og ra m M an ag er

ST

A

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P.O. Box 30026, Lansing, MI 48909

NOTICE OF CONTRACT NO. 250000000086

INITIAL

AVAILABLE

OPTIONS

5/31/2028

AGENCY NAME PHONE EMAIL

MDOC Jaclyn Draheim 313-570-9629 DraheimJ@michigan.gov

MDOT Tammy Walderzak 517-243-8276 WalderzakT@michigan.gov

MSL Kristi Thompson 517-335-2376 ThompsonK1@michigan.gov

MSL Julie Proux 517-335-5683 ProuxJ@michigan.gov

DNR Amanda Pauly 989-734-2542 PaulyA3@michigan.gov

TREA Andrew Shaver 517-420-5328 ShaverA@michigan.gov

DNR Melisa Potts 517-420-9194 PottsM2@michigan.gov

DTMB Kerri Bielski 616-364-5327 BielskiK@michigan.gov

DTMB Jamie Mathews 517-636-0829 mathewsj@michigan.gov

DTMB Michael Wonn 517-636-0506 wonnm@michigan.gov

MDHHS Lauri Bonnell 517-335-0175 BonnellL@michigan.gov

DNR Alex McCollough 517-930-1615 McColloughA@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CONTRACT NO. 250000000086

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name and Title

DTMB

Agency

Date

Version 2023.06.15

Participating Addendum Number MA#25000000086 for

Workplace Solutions – Uniforms, Mops and Mats, Fire Safety and First Aid between

State of Michigan and

Cintas Corporation No. 2 This Participating Addendum (“Participating Addendum”) is entered into by State of Michigan (“Participating Entity”) and the following Contractor (each a “Party” and collectively the “Parties”) for the purpose of participating in Omnia Partners Workplace Solutions Master Agreement Number 001299, executed by Contractor and The University of Nebraska (“Lead State”) for facilities supplies, (mats, mops, and related services), uniform managed programs, and first aid and safety products and services (“Master Agreement”):

Cintas Corporation 2 (“Contractor”) 6800 Cintas Boulevard Mason, Ohio 45040

I. PARTICIPATING ADDENDUM CONTACTS.

Contractor’s contact for this Participating Addendum is:

Amanda Rowe Global Account Manager RoweA@cintas.com 843.324.4956

Participating Entity’s contact for this Participating Addendum is:

Lisa Spitzley Category Specialist, Commodities SpitzleyL4@michigan.gov 517-249-0440

II. TERM. This Participating Addendum is effective as of the date of the last signature below and will terminate upon termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth in the State of Michigan Terms and Conditions (together with its schedules and exhibits, the “Terms and Conditions” and together with this Participating Addendum, collectively, the “Contract”). Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to such terms in the Terms and Conditions.

This Contract will become effective when signed on behalf of Contractor and the State (the “Effective Date”) and will end upon expiration of the Master Agreement, unless terminated earlier in accordance with its terms or the Contract. An amendment to this Contract will not be necessary in connection with a renewal or extension of the term of the Master Agreement, which will automatically extend the terms of this Contract.

Notwithstanding the expiration or earlier termination of this Contract, each Order (hereafter defined) shall survive in accordance with its respective terms and conditions until the expiration or earlier termination thereof.

III. PARTICIPATION AND USAGE. This Participating Addendum may be used by all state agencies, institutions of higher education, cities, counties, districts, and other political subdivisions of the state, and nonprofit organizations within the state if authorized herein and by law. Participating Entity has sole authority to determine which entities are eligible to use this Participating Addendum. If Contractor becomes aware that an entity’s use of this Participating Addendum is not authorized, Contractor will notify Omnia Partners to initiate outreach to the appropriate parties.

IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed hereunder will be governed by, and construed in accordance with, the State of Michigan’s Terms and Conditions.

mailto:SpitzleyL4@michigan.gov

Participating Addendum Facilities supplies, (mats, mops, and related services), uniform managed programs, and first aid and safety products and services Between State of Michigan and

CINTAS CORPORATION 2

Michigan .gov/MiProcure ment

V. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing, terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to Contractor and Participating Entity and MiDEAL members.

a. Products. Those products listed in the Statement of Work available through the Master Agreement may be offered and sold by Contractor to the Agencies.

b. Services. Those services listed in the Statement of Work available through the Master Agreement may be offered and sold by Contractor to the Agencies.

c. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified on Contractor’s Omnia Partners’ webpage as authorized to provide Products and Services to Participating Entity may provide Products and Services to users of this Participating Addendum.

Contractor will ensure that the participation of Contractor’s subcontractors, dealers, distributors, resellers, and other partners is in accordance with the terms and conditions set forth in the Master Agreement and in this Participating Addendum.

The terms of this Participating Addendum, including those modifying or adding to the terms of the Master Agreement, apply only to the Parties and shall have no effect on Contractor’s participating addenda with other participating entities or Contractor’s Master Agreement with the Lead State.

VI. ORDERS. Agencies may place orders under this Participating Addendum by referencing the State of Michigan’s Contract number and, in the case of MiDEAL Members, executing an Acceptance Agreement (each, an “Order”). Each Order placed under this Participating Addendum is subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts, reporting requirements, and payment of administrative fees to Omnia Partners and Participating Entity, if applicable; provided, however, each Order will have its own term length and will survive the expiration or earlier termination of this Contract.

Contractor shall be under no obligation to accept and execute an Acceptance Agreement with a MiDEAL Member, as determined by Contractor in its sole and absolute discretion. Further, Contractor shall be under no obligation to provide products and/or services to a MiDEAL Member unless and until the Contractor and such MiDEAL Member have executed an Acceptance Agreement. With respect to each MiDEAL member subject to the terms and conditions of this Contract, all references to “State” shall be deemed to refer to each participating MiDEAL member except where (1) specifically noted or differentiated herein, including, without limitation, Sections 8, 16, and 30 of the Terms and Conditions or (2) where the terms and conditions on their face pertain specifically to the State (e.g. Section 7 of the Terms and Conditions related to administrative fees).

VII. PARTICIPATING ENTITY REPORTING REQUIREMENTS AND ADMINISTRATIVE FEE.

Administrative Fee and Reporting. Contractor must pay an administrative fee of 1% on all payments made to Contractor under the Contract including transactions with the State (including its departments, divisions, agencies, offices, and commissions), MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made online by check or credit card at: https://www.thepayplace.com/mi/dtmb/adminfee

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing Agency and the total dollar volume in sales. Reports should be mailed to MiDeal@michigan.gov.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.

https://www.thepayplace.com/mi/dtmb/adminfee uniform managed programs, and first aid and safety products and services

VIII. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When applicable, an Agency will identify in the Order any alternative or additional requirements related to the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth therein;

provided, however, Contractor shall have no obligation to accept any Order containing federal funding requirements.

IX. INFORMATION TECHNOLOGY STANDARDS.

Specific Standards

1) ADA Compliance

The State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted a formal policy regarding accessibility requirements for websites and software applications. The State is requiring that Contractor’s proposed Solution, where relevant, to level AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2.0. Contractor may consider, where relevant, the W3C’s Guidance on Applying WCAG 2.0 to Non-Web Information and Communications Technologies (WCAG2ICT) for non-web software and content. The State may require that Contractor complete a Voluntary Product Accessibility Template for WCAG 2.0 (WCAG 2.0 VPAT) or other comparable document for the proposed Solution. http://www.michigan.gov/documents/dmb/1650.00_209567_7.pdf?20151026134621

X. ATTACHMENTS. This Participating Addendum includes the following attachments:

a. State of Michigan Terms and Conditions

i. Schedule A – Statement of Work

ii. Schedule B – Pricing

iii. Schedule C – Insurance Requirements

b. Master Agreement

XI. Entire Agreement and Order of Precedence. This Participating Addendum, which includes the State of Michigan’s Terms and Conditions, Statement of Work, Master Agreement, and schedules and exhibits, is the entire agreement of the parties related to the Contract Activities. This Contract supersedes and replaces all previous understandings and agreements between the parties for the Contract Activities. If there is a conflict between documents, the order of precedence is: (a) first, the Terms and Conditions, excluding its schedules, exhibits, and Statement of Work; (b) second, Schedule A - Statement of Work as of the Effective Date; (c) the remaining schedules expressly incorporated into the Terms and Conditions as of the Effective Date; (d) fourth, the Master Agreement; and (e) fifth, all remaining schedules expressly incorporated in this Contract. NO TERMS ON CONTRACTOR’S

INVOICES, ORDERING DOCUMENTS, WEBSITE, BROWSE-WRAP, SHRINK-WRAP, CLICK-WRAP,

CLICK-THROUGH OR OTHER NON-NEGOTIATED TERMS AND CONDITIONS PROVIDED WITH ANY OF

THE CONTRACT ACTIVITIES, OR DOCUMENTATION HEREUNDER, EVEN IF ATTACHED TO THE STATE’S DELIVERY OR PURCHASE ORDER, WILL CONSTITUTE A PART OR AMENDMENT OF THIS CONTRACT OR IS BINDING ON THE STATE OR ANY AUTHORIZED USER FOR ANY PURPOSE. ALL SUCH OTHER TERMS

AND CONDITIONS HAVE NO FORCE AND EFFECT AND ARE DEEMED REJECTED BY THE STATE AND

THE AUTHORIZED USER, EVEN IF ACCESS TO OR USE OF THE CONTRACT ACTIVITIES REQUIRES AFFIRMATIVE ACCEPTANCE OF SUCH TERMS AND CONDITIONS. Notwithstanding anything to the contrary contained in this Section XI, to the extent applicable, any specifically negotiated terms and conditions between the Contractor and any MiDEAL member set forth in an Acceptance Agreement uniform managed programs, and first aid and safety products and services shall supersede, govern, and control over any conflicting terms and conditions set forth in this Contract solely as between such MiDEAL member and Contractor.

XII. NOTICE. Any notice required herein shall be sent to the following:

For Contractor:

Amanda Rowe Global Account Manager RoweA@cintas.com 843.324.4956

For Participating Entity:

Lisa Spitzley Category Specialist, Commodities SpitzleyL4@michigan.gov 517-249-0440

XIII. SUBMISSION OF PARTICIPATING ADDENDUM TO Omnia Partners. Upon execution, Contractor shall promptly email a copy of this Participating Addendum and any amendments hereto to Omnia Partners. The Parties acknowledge and agree that the Participating Addendum, as amended, may be published on the Omnia Partners’ website.

SIGNATURE

The undersigned for each Party represent and warrants that this Participating Addendum is a valid and legal agreement binding on the Party and enforceable in accordance with the Participating Addendum’s terms and that the undersigned is duly authorized and has legal capacity to execute and deliver this Participating Addendum and bind the Party hereto.

IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.

CONTRACTOR: PARTICIPATING ENTITY:

Signature Signature - Jared Ambrosier

Printed Name Printed Name

Title Title - Chief Procurement Officer

Date Date

Michigan.gov/MiProcurement

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TERMS AND CONDITIONS

These TERMS AND CONDITIONS, together with all Schedules (including the Statement(s) of Work), Exhibits and any other applicable attachments or addenda (collectively, this “Contract”) is agreed to between the State of Michigan (the “State”) and Cintas Corporation No. 2 (“Contractor”), a Nevada corporation. This Contract is effective on October 1, 2025 (“Effective Date”), and unless terminated, will expire on May 31, 2028 (the “Term”).

This Contract may be renewed for up to one, five-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 deliverables (the “Contract Activities”) described in a Statement of Work, the initial Statement of Work is attached as Schedule A – Statement of Work (the “Statement of Work”) and, to the extent applicable, an Acceptance Agreement (as defined below). 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 a Statement of Work.

Except as expressly set forth in Section 57, 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 verified 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.

Amanda Rowe 6800 Cintas Boulevard Mason, Ohio 45040 RoweA@cintas.com 843-324-4956

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

State: Contractor:

Lisa Spitzley 320 South Walnut Street Lansing MI 48933 SpitzleyL4@michigan.gov 517-249-0440

Amanda Rowe 6800 Cintas Boulevard Mason, Ohio 45040 RoweA@cintas.com 843-324-4956

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

State: Contractor:

MDOC

Jaclyn Draheim DraheimJ@michigan.gov

MDOT

Tammy Walderzak WalderzakT@michigan.gov

Lottery Kristi Thompson ThompsonK1@michigan.gov

Julie Proux ProuxJ@michigan.gov

DNR

Amanda Pauly PaulyA3@michigan.gov

Melisa Potts PottsM2@michigan.gov

Alex McCollough McColloughA@michigan.gov

Ashley Chirbas 5600 W 73rd Street Chicago, IL 60638 Chirbasa@cintas.com 630-388-8762 mailto:SpitzleyL4@michigan.gov mailto:DraheimJ@michigan.gov mailto:WalderzakT@michigan.gov mailto:ThompsonK1@michigan.gov mailto:ProuxJ@michigan.gov mailto:PaulyA3@michigan.gov mailto:PottsM2@michigan.gov mailto:McColloughA@michigan.gov

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Treasury Andrew Shaver ShaverA@michigan.gov

DMVA

Kerri Bielski BielskiK@michigan.gov

DTMB

Jamie Mathews mathewsj@michigan.gov

Michael Wonn wonnm@michigan.gov

DHHS

Lauri Bonnell BonnellL@michigan.gov

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 a Statement of Work) if, in the opinion of the State, it will ensure performance of the Contract.

Insurance Requirements.

See Schedule C.

Administrative Fee and Reporting. Contractor must pay an administrative fee of 1% on all payments made to Contractor under the Contract including transactions with the State (including its departments, divisions, agencies, offices, and commissions), MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made online by check or credit card at:

https://www.thepayplace.com/mi/dtmb/adminfee

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to MiDeal@michigan.gov.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.

Extended Purchasing Program. This Contract is extended to MiDEAL members (each, a “MiDEAL member” and collectively, the “MiDEAL members”). MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals.

A current list of MiDEAL members is available at www.michigan.gov/mideal. MiDEAL members and the State (including any State agency) may be referred to herein as an “Agency”.

mailto:ShaverA@michigan.gov mailto:BielskiK@michigan.gov mailto:mathewsj@michigan.gov mailto:wonnm@michigan.gov mailto:BonnellL@michigan.gov https://www.thepayplace.com/mi/dtmb/adminfee http://www.michigan.gov/mideal

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Upon written agreement between the State and Contractor, this Contract may also be extended to: (a) other states (including governmental subdivisions and authorized entities) and (b) State of Michigan employees.

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms; provided, however, Contractor and any MiDEAL member shall execute an Acceptance Agreement, the form of which is attached as Exhibit 1 to Schedule A ( an “Acceptance Agreement”), prior to Contractor providing any Contract Activities to any such MiDEAL member. Contractor shall have no obligation to accept and/or sign any Acceptance Agreement with a MiDEAL member for any reason as determined by Contractor in its sole and absolute discretion. For the avoidance of doubt, the State (including any State agency) shall not be required to sign an Acceptance Agreement, and shall be entitled to order Contract Activities upon the mutual execution of this Contract.

The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.

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.

Intellectual Property Rights. If 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.

Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

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

Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Notwithstanding, Contractor hereby agrees to conduct its standard background procedures on all Contractor personnel providing Contract Activities under the Contract which includes the following: (i) requiring employees to submit to a five-panel drug and alcohol screening at the time of hire; (ii) requiring criminal background checks of job candidates applying for any position within the United States, such background checks including an investigation for and review of any felony and misdemeanor convictions over the prior seven (7) years; (iii) conducting a motor vehicle report for all driving positions at the time of hire for any driving violations over the prior seven (7) years and, for employees operating Contractor vehicles, an annual MVR that includes driving violations over the prior three (3) years;

(iv) verifying names and social security numbers; and (v) completing an I-9 and eVerify check upon hire of each Contractor personnel within the United States. Further Contractor agrees that it will not hire a candidate found to be convicted of a misdemeanor or felony that directly relates to the job for which the candidate is applying.

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

Change of Control. Contractor will notify 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 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.

Ordering. Contractor is not authorized, and shall not be obligated, to begin performance until receipt of authorization as identified in a Statement of Work. To the extent a MiDEAL member requests Contract Activities, then, in addition to the authorization as identified in a Statement of Work, such MiDEAL member shall execute an Acceptance Agreement as a condition to Contractor’s performance of Contract Activities.

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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 a Statement of Work. 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.

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 a Statement of Work. All containers and packaging become the State’s exclusive property upon acceptance.

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 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. Title to any rental Contract Activities shall remain with the Contractor.

Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in a Statement of Work. 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.

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 a Statement of Work.

Invoices must include an itemized statement of all charges. The State is exempt from State

Version 2024-2 15 of 56 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.

Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in a Statement of Work.

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.

Stop Work Order. The State may suspend any or all activities under the Contract at any time.

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

Termination for Cause. (a) The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (i) endangers the value, integrity, or security of any facility, data, or personnel; (ii) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (iii) engages in any http://www.michigan.gov/SIGMAVSS

Version 2024-2 16 of 56 conduct that may expose the State to liability; (iv) breaches any of its material duties or obligations under this Contract; or (v) fails to cure a breach within the time stated by the State in a notice of breach, if in its sole discretion the State has chosen to provide a time to cure. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

(b) If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (i) cease performance immediately. Contractor must submit all invoices for Contract Activities accepted by the State within 30 days of the date of termination. Failure to submit an invoice within that timeframe will constitute a waiver by Contractor for any amounts due to Contactor for Contract Activities accepted by the State under this Contract or (ii) 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.

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. Contractor must promptly reimburse to the State any fees prepaid by the State prorated to the date of such termination, including any prepaid fees. 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.

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. Contractor must submit all invoices for Contract Activities accepted by the State within 30 days of the date of termination.

Failure to submit an invoice within that timeframe will constitute a waiver by Contractor for any amounts due Contractor for Contract Activities accepted by the State under this Contract, 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 (i) to the extent applicable, any buy-back charges related to AEDs set forth in the Statement of Work and (ii) all reasonable costs, as determined by the State, for State approved Transition Responsibilities, in each case only to the extent the funds are available. If a MiDEAL member terminates an Acceptance Agreement for convenience, in addition to any costs or fees set forth in the Statement of Work and/or Acceptance Agreement, such MiDEAL member will pay all reasonable costs incurred by Contractor up to and including the date of termination.

Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 180 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees.

Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary

Version 2024-2 17 of 56 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) 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 (d) 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.

Return of State Property. Upon termination or expiration of this Contract for any reason, Contractor must take 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 the Contractor by any entity, agent, vendor, or employee of the State.

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 third-party actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction of 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 negligent 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 at its own cost and expense; (iii) employ its own counsel at its own cost and expense; 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 activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

The State is constitutionally prohibited from indemnifying Contractor or any third parties.

Version 2024-2 18 of 56

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

Limitation of Liability and Disclaimer of Damages.

IN NO EVENT WILL THE STATE’S (SPECIFICALLY EXCLUDING THE MIDEAL

MEMBERS) OR CONTRACTOR’S AGGREGATE LIABILITY TO THE OTHER UNDER

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

CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR

OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS

CONTRACT, EXCEED THE GREATER OF $500,000 OR 100% OF THE STATE’S

SPEND IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF

THE CLAIM.

Neither Party shall be liable for consequential, incidental, indirect, or special damages, regardless of the nature of the action.

Exceptions. The above Limitation of Liability and Disclaimer of Damages will not apply to: (i) Contractor’s obligation to indemnify under Section 28 of this Contract; and (ii) damages arising from Contractor’s gross negligence or intentional misconduct.

Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 14 calendar days of receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively, “Proceeding”) involving Contractor, a subcontractor, or an officer or director of Contractor or subcontractor, that arises during the term of the Contract and which materially impacts Contractor’s ability to perform under the Contract, including: (a) a criminal Proceeding;

(b) a parole or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil Proceeding involving: (1) a claim that might reasonably be expected to adversely affect Contractor’s viability or financial stability; or (2) a governmental or public entity’s claim or written allegation of fraud; or (3) any complaint filed in a legal or administrative proceeding alleging the Contractor or its subcontractors discriminated against its employees, subcontractors, vendors, or suppliers during the term of this Contract; or (e) a Proceeding involving any license that Contractor is required to possess in order to perform under this Contract.

State Data. All data and information provided to Contractor by or on behalf of the State, and all data and information derived therefrom, is the exclusive property of the State (“State Data”);

this definition is to be construed as broadly as possible. Upon request, Contractor must provide to the State, or a third party designated by the State, all State Data within 10 calendar days of the request and in the format requested by the State. Contractor will assume all costs incurred

Version 2024-2 19 of 56 in compiling and supplying State Data. No State Data may be used for any marketing or commercial purposes.

Reserved.

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