250000001371 Weston Solutions CCN 001.pdf

Contract Change Notice State of Michigan Procurement Department of Environment, Great Lakes, and Energy 525 W. Allegan St.

Lansing MI 48915

Change Notice Number. 001 to

Contract Number 250000001371 Contractor State Weston Solutions of Michigan, Inc. Program Manager 2501 Jolly Road, Suite 100 Sydney Ruhala EGLE Okemos MI 48864 517-648-7791 Joseph Ruiz ruhalas@michigan.gov Program Manager Contract Administrator 773-315-1959 Lisa VanOstran EGLE J.Ruiz@westonsolutions.com 517-599-7680 CV0007304 vanostranl@michigan.gov

Contract Summary Description: Statewide Groundwater Monitoring Network Well Rehabilitation

Initial Effective Date Initial Expiration Date Initial Options Available Expiration Date Before Change(s) Noted Below

09/11/2025 09/10/2027 N/A

Payment Terms Delivery Timeframe

Net 45 N/A

Alternate Payment Options Extended Purchasing

N/A No

Minimum Delivery Requirements

N/A

Description of Change Notice Option Length of Option Extension Length of

Extension Revised Exp. Date

No Yes 2 years 3 months 12/31/2029

Current Value Value of Change Notice Estimated Aggregate Contract Value

$879,500.00 $917,636.00 $1,797,136.00

Change Notice No. 001 Contract No. 250000001371

Change Notice Summary

Please note the Program Manager or Contract Administrator may have changed, and any changes made are reflected above.

Description: Effective July 21, 2026, this contract is extended two years and 3 months and is increased by $917,636. The revised contract expiration date is December 31, 2029. The attached amendment is also being incorporated into this contract. All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Procurement approval, and State Administrative Board approval on July 21, 2026.

Weston Solutions, Inc.

2501 Jolly Rd, Suite 100 Okemos, MI 48864 517-381-5920 WestonSolutions.com

18 June 2026

Ms. Sydney Ruhala Groundwater and Geological Services Section Geologic Resources Management Division State of Michigan Department of Environment, Great Lakes, and Energy

Via E-Mail: RuhalaS@michigan.gov

RE: Contract Modification Request

Delivery Order 250000018221 Statewide Groundwater Monitoring Network Well Rehabilitation

Dear Ms. Ruhala:

Weston Solutions, Inc. (Weston®) has prepared this Contract Modification Request for continued services to the State of Michigan Department of Environment, Great Lakes, and Energy (EGLE) on the Statewide Groundwater Monitoring Network Well Rehabilitation Project. This Request is based on lessons-learned from current project activities as well as discussions around future project activities.

The Scope of Work (SOW) for this Contract Modification includes the following tasks:

• Task 1 – Remobilization (small diameter wells, well houses) – additional funding is requested to revisit wells with small diameters (less than 2”) using a smaller diameter gamma log and downhole camera. Costs include revisiting the locations, rental of equipment, and additional time spent above the estimated amount in the proposal. We are only charging for the duplicate effort at each of the wells inaccessible during the first mobilization (i.e., well diameters less than 2 inches and well houses preventing access).

• Task 2 – Air Monitoring – additional funding is requested out of an abundance of caution. During the first mobilization, the field crew noted a sulfur “odor” within a well house. Weston will be equipping the team with a 4-gas meter that can provide the ability to screen for hydrogen sulfide, combustible gasses (LEL), oxygen, and carbon monoxide. The field team will be using this meter to ensure safe conditions in the breathing zone, not to evaluate any conditions associated with the groundwater in the well.

• Task 3 – 6” Well Abandonment (225% more volume than a 4” well) – due to the additional materials and duration associated with abandonment of 6” wells, we are requesting a change. The change requested only accounts for the additional materials and time required for the larger diameter wells and does not include the time/materials built into our original bid that was based

Ms. Ruhala EGLE - 2 - 18 June 2026 on a maximum well diameter of 4”. We have estimated a quantity for budgeting purposes but will only bill the State based on actual quantities.

• Task 4 – 8” Well Abandonment (400% more volume than a 4” well) – due to the additional materials and duration associated with abandonment of 8” wells, we are requesting a change. The change requested only accounts for the additional materials and time required for the larger diameter wells and does not include the time/materials built into our original bid that was based on a maximum well diameter of 4”. We have estimated a quantity for budgeting purposes but will only bill the State based on actual quantities.

• Task 5 – Additional Well Assessment (Discovered during Located Wells mobilization) – perform assessment/repairs/abandonment/survey scope similar to Located Wells. Assume some of the Unlocated Wells will be discovered during the mobilization for Located Wells and are located in close proximity and on public land or land where access has already been obtained. If the visual assessment deems the well viable for future use by USGS, we will perform a Well Assessment on the Discovered Unlocated Well.. If the well is not necessary or is damaged beyond repair, we will perform abandonment. If well diameters exceed 4”, additional charges (per linear foot [LF]) for abandonment (items 3 or 4) will be applied on a unit price basis for actual quantities performed.

• Task 6 – Additional Well Assessment (Discovered during the Unlocated Wells mobilization) – perform the scope of work specified in the original RFP including securing access, assessment, surveying, and repairs to wells found during the Unlocated Wells search. The unit price developed for this task is based on different prices for Lower Peninsula and Upper Peninsula and will be applied on a per well basis.

• Task 7 – Additional Well Abandonment (Discovered Unlocated Wells mobilization) – perform the abandonment task specified in the original RFP if the Unlocated Wells are not viable for use in the monitoring network. Costs are based on abandonment of 4” or smaller diameter and costs will be applied on a unit price basis for actual quantities performed. If well diameters exceed 4”, additional charges (per linear foot [LF]) for abandonment (items 3 or 4) will be applied on a unit price basis for actual quantities performed.

• Overall Project Duration – extended project duration to 31 December 2029. This project extension not only accounts for the delays experienced at the beginning of the work (i.e., government shutdown, delays in receipt of well logs) but allows additional time for Weston to obtain access and perform the assessment/repair/abandonment scope of work on wells located during the search for Unlocated Wells. Pricing for the assessment/repair/abandonment task will be developed once locations and numbers are generated from the well search

A summary of costs are included in Table 1.

Ms. Ruhala EGLE - 3 - 18 June 2026

Weston also submits the following scope change that we have identified, but no funds are requested:

1. Redevelopment time associated with larger diameter wells – although additional volume is required to be pumped from 6” or 8” wells (vs. 4”), the overall duration of pumping is not significant enough to warrant additional funds.

2. Future delays associated with small diameter wells – we will shift from using the standard equipment to using the small diameter equipment for the rest of the scope, so no delays associated with small diameters are anticipated. The small diameter equipment will provide adequate performance in small diameter wells as well as large diameter wells.

3. Forced entry into wells – we have encountered numerous wells where threaded caps were stuck on the casing and have been accessing the wells by cutting through the casing using a reciprocating saw. Since wells require re-survey as part of the scope of work, the change in casing height does not impact data quality. While this was not anticipated during the bid preparation, the overall duration required to cut off the caps is not significant enough to warrant additional funds.

Weston appreciates the opportunity to provide continued professional services to the State of Michigan on this important project. Please contact either of the undersigned if you have any questions or require additional information.

Very truly yours, WESTON SOLUTIONS, INC.

Jill Auger, P.E.

Senior Project Manager

(231) 218-6405

Joseph Ruiz Client Account Manager

(773) 315-1959

Table 1 Statewide Groundwater Monitoring Network Well Rehabilitation

Item Number Item Description Units

Estimated Quantity Unit Price Subtotal

1 Remobilization - Well Revisit Well 10 $ 3,500.00 $ 35,000.00 2 Air Monitoring Equipment Week 3 $ 300.00 $ 900.00 3 6" Well Abandonment Linear Foot 1,000 $ 19.10 $ 19,100.00 4 8" Well Abandonment Linear Foot 158 $ 42.00 $ 6,636.00

Additional Well Assessment (Discovered during Located Wells mobilization) Well 6 $ 5,000.00 $ 30,000.00

6a Well Assessment - Lower Peninsula (Discovered during the Unlocated Wells mobilization) Well 99 $ 6,500.00 $ 643,500.00

6b Well Assessment - Upper Peninsula (Discovered during the Unlocated Wells mobilization) Well 27 $ 7,500.00 $ 202,500.00

Additional Well Abandonment (Discovered during the Unlocated Wells mobilization) Linear Foot 1,000 $ 15.00 $ 15,000.00

TOTAL $ 917,636.00

Notes:

Quantity listed for 6" and 8" abandonment is estimated and will be based on actual quantities.

6" well is 225% larger in volume (per LF) than a 4" well 8" well is 400% larger in volume (per LF) than a 4" well Item 5 will include wells discovered during Located Well activities and assessed during the same mobilization.

Item 7 is abandonment of Unknown Wells.

No change in cost is requested for inspection/development of 6" or 8" wells.

Wells to be revisited include small diameter and wells where well houses either prevented entry (odor) or obstructed access by the equipment.

Air monitoring equipment is necessary for worker protection, not to generate any data regarding potential well contamination.

Billing for unit price items will include documentation on the quantity (i.e., field reports, photographs, etc.) as necessary.

Item 6a and 6b include 90% of the Unknown Wells found during the search then assessed during a subsequent mobilization.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 250000001371 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Weston Solutions of Michigan, Inc.

ST

A

TE

Pr og ra m

M an ag er

Sydney Ruhala, Geology Specialist EGLE

2501 Jolly Road, Suite 100 517-648-7791

Okemos MI 48864 ruhalas@michigan.gov

Joseph Ruiz, Program Manager

C on tra ct

Ad m in is tra to r Lisa VanOstran EGLE

773-315-1959 517-599-7680

J.Ruiz@westonsolutions.com vanostranl@michigan.gov

CV0007304

CONTRACT SUMMARY

DESCRIPTION: Statewide Groundwater Monitoring Network Well Rehabilitation

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

09/11/2025 09/10/2027 N/A

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded on the basis of the State’s inquiry bearing the solicitation number RFP# 250000002632. Orders for Delivery will be issued directly by the Departments through the issuance of a Delivery Order (DO).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $879,500.00

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 W. Allegan St.

Lansing MI 48915 mailto:vanostranl@michigan.gov mailto:ruhalas@michigan.gov mailto:J.Ruiz@westonsolutions.com

Revised 5/03/2016

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Weston Solutions of Michigan, Inc. (“Contractor”), a Michigan Corporation. This Contract is effective on September 11, 2025 (“Effective Date”), and unless terminated, will expire on September 10, 2027 (the “Term”).

The parties agree as follows:

1.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. 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.

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.

2.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:

See Contract Administrator information shown below.

Joseph Ruiz 2501 Jolly Road, Suite 100 Okemos, MI 48864 J.Ruiz@westonsolutions.com

(773) 315-1959

3. 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 VanOstran, EGLE Procurement Manager 525 W. Allegan St.

Lansing MI 48915 vanostranl@michigan.gov

(517) 599-7680

Joseph Ruiz 2501 Jolly Road, Suite 100 Okemos, MI 48864 J.Ruiz@westonsolutions.com

(773) 315-1959

4.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:

Sydney Ruhala, EGLE Geology Specialist 525 W. Allegan St.

Lansing MI 48915 ruhalas@michigan.gov

(517) 648-7791

Joseph Ruiz 2501 Jolly Road, Suite 100 Okemos, MI 48864 J.Ruiz@westonsolutions.com

(773) 315-1959

5. 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.

6. Insurance Requirements.

a. General Requirements. Contractor, at its sole expense, must maintain the insurance coverage as specified herein for the duration of the Term. Minimum limits may be satisfied by any combination of primary liability, umbrella or excess liability, and self-insurance coverage. To the extent damages are covered by any required insurance, Contractor waives all rights against the State for such damages. Failure to maintain required insurance does not limit this waiver.

b. Qualification of Insurers. Except for self-insured coverage, all policies must be written by an insurer with an A.M. Best rating of A- VII or higher unless otherwise approved by DTMB Enterprise Risk Management.

c. Primary and Non-Contributory Coverage. All policies for which the State of Michigan is required to be named as an additional insured must be on a primary and non-contributory basis.

d. Claims-Made Coverage. If any required policies provide claims-made coverage, Contractor must:

(1) Maintain coverage and provide evidence of coverage for at least 3 years after the later of the expiration or termination of the Contract or the completion of all its duties under the Contract;

(2) Purchase extended reporting coverage for a minimum of 3 years after completion of work if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Effective Date of this Contract mailto:vanostranl@michigan.gov mailto:ruhalas@michigan.gov

e. Proof of Insurance

(1) Insurance certificates showing evidence of coverage as required herein must be submitted to the Contract Administrator within 10 days of the contract execution date.

(2) Renewal insurance certificates must be provided on annual basis or as otherwise commensurate with the effective dates of coverage for any insurance required herein.

(3) Insurance certificates must be in the form of a standard ACORD Insurance Certificate unless otherwise approved by DTMB Enterprise Risk Management.

(4) All insurance certificates must clearly identify the Contract Number (e.g., notated under the Description of Operations on an ACORD form).

(5) The State may require additional proofs of insurance or solvency, including but not limited to policy declarations, policy endorsements, policy schedules, self-insured certification or authorization, and audited financial statements.

(6) In the event any required coverage is cancelled or not renewed, Contractor must provide written notice to the Contract Administrator no later than 5 business days following such cancellation or nonrenewal.

f. Subcontractors. Contractor is responsible for ensuring its subcontractors, if any, carry and maintain insurance coverage as applicable to the subcontracted service(s).

g. Limits of Coverage & Specific Endorsements. (See Table 6.1 Below)

TABLE 6.1

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum Limits:

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

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

Automobile Liability Insurance Minimum Limits:

$1,000,000 Per Accident

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

Required Limits Additional Requirements

Workers' Compensation Insurance Minimum Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimum Limits:

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

Environmental and Pollution Liability (Errors and Omissions)

Minimum Limits:

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

Contractor must have their policy: (1) be applicable to the work being performed, including completed operations equal to or exceeding statute of repose; (2) not have exclusions or limitations related to Transportation (upset overturn, spills during loading or unloading, Hazardous Materials Handling, and Non Owned disposal site liability; and (3) endorsed to add “the State of Michigan, its departments, division, agencies, offices, commissions, officers, employees, and agents” as additional insured.

h. Non-Waiver. This Section 6 is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract, including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State.

7. Reserved.

8. Reserved.

9. Relationship of the Parties. The relationship between the parties is that of independent contractors. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract.

Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

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.

10. 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.

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

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

13. 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.

14. 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.

15. Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in a Statement of Work.

16. 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.

17. Reserved.

18. Reserved.

19. Reserved.

20. 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 federal excise tax, state, and local sales taxes, and use taxes if the Contract Activities purchased under this Contract are for the State’s exclusive use. Contractor will not include the collection of taxes for which the State is exempt in any invoices or payments related to this Contract. The State is not responsible for taxes imposed or assessed on Contractor.

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

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

Excluding federal government charges and terms, Contractor warrants and agrees that each of the fees, economic or product terms or warranties granted pursuant to this Contract are http://www.michigan.gov/SIGMAVSS comparable to or better than the equivalent fees, economic or product term or warranty being offered to any commercial or government customer (including any public educational institution within the State of Michigan) of Contractor. If Contractor enters into any arrangements with another customer of Contractor to provide the products or services, available under this Contract, under more favorable prices, as the prices may be indicated on Contractor’s current U.S. and International price list or comparable document, then this Contract will be deemed amended as of the date of such other arrangements to incorporate those more favorable prices, and Contractor will immediately notify the State of such fee and formally memorialize the new pricing in a change notice.

21. 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.

22. 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.

23. 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 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.

24. 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 all reasonable costs, as determined by the State, for State approved Transition Responsibilities to the extent the funds are available.

25. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees.

Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) 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.

26. 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.

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

The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced.

Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations.

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

Any litigation 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.

28. 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.

29. Limitation of Liability and Disclaimer of Damages. IN NO EVENT WILL THE STATE’S

AGGREGATE LIABILITY TO CONTRACTOR UNDER THIS CONTRACT, REGARDLESS OF THE

FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY

STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS

CONTRACT, EXCEED THE MAXIMUM AMOUNT OF FEES PAYABLE UNDER THIS CONTRACT.

The State is not liable for consequential, incidental, indirect, or special damages, regardless of the nature of the action.

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

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

this definition is to be construed as broadly as possible. Upon request, Contractor must provide to the State, or a third party designated by the State, all State Data within 10 calendar days of the request and in the format requested by the State. Contractor will assume all costs incurred in compiling and supplying State Data. No State Data may be used for any marketing or commercial purposes.

32. Reserved.

33. 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.

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

b. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.

Disclosure to a subcontractor is permissible where: (a) use of a subcontractor is authorized under this Contract; (b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and (c) Contractor obligates the subcontractor in a written contract to maintain the State's Confidential Information in confidence. At the State's request, any employee of Contractor or any subcontractor may be required to execute a separate agreement to be bound by the provisions of this Section.

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

d. Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages.

Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of the State, at the sole election of the State, the immediate termination, without liability to the State, of this Contract or any Statement of Work corresponding to the breach or threatened breach.

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

34. Reserved.

35. Reserved.

36. Records Maintenance, Inspection, Examination, and Audit. Pursuant to MCL 18.1470, the State or its designee may audit Contractor to verify compliance with this Contract. Contractor must retain and provide to the State or its designee and the auditor general upon request, all records related to the Contract through the term of the Contract and for 4 years after the latter of termination, expiration, or final payment under this Contract or any extension (“Audit Period”).

If an audit, litigation, or other action involving the records is initiated before the end of the Audit Period, Contractor must retain the records until all issues are resolved.

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

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

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