260000000112.pdf

CONTRACT CHANGE NOTICE

Change Notice Number 1 .

to

Contract Number 260000000112.

C O

N T

R A

C T

O R

Green Blade Lawn Care and

Landscaping Inc

S T

A T

E

P ro g ra m

M a n a g e r

Harold Inman MDOT

7180 ½ Dixie Hwy 248-431-2265

Clarkston, MI 48346 Inmanh@michigan.gov

Brian Hansen

C o n tr a c t

A d m in is tr a to r

Anna Swanson MDOT

Office: 248-969-2900

Cell: 248-640-7999

517-230-2063 greenbladelawn@yahoo.com Swansona1@michigan.gov

VS0067716

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Transportation 425 W Ottawa St, Lansing, MI 48933

PO Box 30050, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Winter Maintenance Services for MDOT Davison TSC and Clio Park & Ride

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

December 1, 2025 November 30, 2028 Two; one-year November 30, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

Three (3) percent off invoice if paid within seven (7) days; Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

" P-card " Payment Request (PRC) " Other " Yes " No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

" " August 31, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$43,260.00 $21,614.00 $64,874.00

DESCRIPTION: Upon execution, Schedule B Pricing has been modified to add additional quantities to line items, see attached Schedule B – Pricing LSS Clio Park & Ride Revised and Schedule B – Pricing Davison TSC

Revised. The value of the contract is increased by $21,614.00. The expiration date has been revised to

August 31, 2026. All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement.

MA 260000000112 Change Notice 1

ADDITIONAL INFORMATION: Business Hours: Monday-Friday 7:00 am to 5:00 p.m.

EMAIL

swansona1@michigan.gov

InmanH@michigan.gov

27,146 SFT (Parking Lot);

2860 SFT (Sidewalks)

II. LOCATION INFORMATION

517-230-2063

Harold Inmann

CONTRACT TERM:

CONTRACT START DATE:

CONTRACTING DIVISION / OFFICE:

BUILDING ADDRESS:

8/31/2026

Genesee

9495 Potter Rd, Davison, MI 48423

12/1/2025

# OF OPTIONS

Location Specification Sheet (LSS)

Services

OPTIONS:

CONTRACT END DATE:

Bay COUNTY:

Davison Transportation Service Center (TSC) - Davison TSC Paking Lot & Sidewalks

# OF YEARS

8 months

Davison TSC Paking Lot and Sidewalks - see Attachment 1.

I. CONTRACT AND AGENCY CONTACT INFORMATION

DESCRIPTION OF SERVICE

LOCATIONS

MDOT REGIONAL SERVICE AREA:

# YRS PER

OPTION

See Schedule B - Pricing Tab 2. -Pricing for specific sevices

Location Information

Contract Information

Procurement Contact Information

Anna Swanson

248-431-2265

CONTACT

CONTRACT ADMINISTRATOR

PROGRAM MANAGER:

● All schedules are to be established with and approved by the Program Manager (PM) at the beginning of the contract period.

Service delivery begin date will be determined by PM. Any deviation from the established schedule must be pre"approved by the

PM.

NAME PHONE

Area To Be Serviced (Winter)

No.

Occurences

Per Year

UNIT PRICE

(PRICE PER

OCCURRENCE)

EXTENDED

PRICE

1 75 X $282.00 = $ 21,150.00

2 7 X $382.00 $ 2,674.00

3 7 X $282.00 = $ 1,974.00

5 $ 25,798.00

6 1

7 $ 25,798.00

Call Back: Call Back services will vary and are weather dependent

TOTAL ANNUAL PRICE (Sum of Line 3 + Line 4)

Paid Per Occurrence: Cost for snow removal and de-icing when accumulation of snow is greater than 6 inches *Plow snow from Parking Lot *Shovel/Clear Snow from Sidewalks *Salt Parking Lot and Sidewalks

YEARS IN CONTRACT TERM

TOTAL CONTRACT PRICE (Line 5 x Line 6)

Schedule B - Pricing

WINTER MAINTENANCE SERVICES

WINTER MAINTENANCE

Paid Per Occurence: Cost for snow removal and de-icing when icy/slippery conditions exist due to freezing temperatures or accumulation of snow up to 6 inches *Plow snow from Parking Lot *Shovel/Clear Snow from Sidewalks *Salt Parking Lot and Sidewalks

Contract Information

Procurement Contact Information

Anna Swanson

248-431-2265

CONTACT

CONTRACT ADMINISTRATOR

PROGRAM MANAGER:

NAME PHONE

DESCRIPTION OF SERVICE

LOCATIONS

MDOT REGIONAL SERVICE AREA:

# YRS PER

OPTION

See Schedule B - Pricing Tab 2. -Pricing for specific sevices

Location Information

● All schedules are to be established with and approved by the Program Manager (PM) at the beginning of the contract period.

Service delivery begin date will be determined by PM. Any deviation from the established schedule must be pre"approved by the

PM.

Area To Be Serviced (Winter)

Genesee

N/A

12/1/2025

# OF OPTIONS

8/31/2026

ADDITIONAL INFORMATION:

Location Specification Sheet (LSS)

Services

OPTIONS:

CONTRACT END DATE:

Bay COUNTY:

Davison Transportation Service Center (TSC) - Clio Park & Ride

# OF YEARS

8 months

4589 W Vienna Rd, Clio, MI 48420; Old Vienna Rd from Peterson Dr and Independence Dr and between 4447 and 4469 Vienna Rd - see Attachment 1.

I. CONTRACT AND AGENCY CONTACT INFORMATION

CONTRACT TERM:

CONTRACT START DATE:

CONTRACTING DIVISION / OFFICE:

BUILDING ADDRESS:

Business Hours: 24 hours a day, seven (7) days a week, 365 days a year

EMAIL

swansona1@michigan.gov

InmanH@michigan.gov

67,420 SFT

II. LOCATION INFORMATION

517-230-2063

Harold Inmann

No. of

Occurences

Per Year

UNIT PRICE

(PRICE PER

OCCURRENCE)

EXTENDED

PRICE

1 90 X $369.00 = $ 33,210.00

2 7 X $469.00 $ 3,283.00

3 7 X $369.00 = $ 2,583.00

5 $ 39,076.00

6 1

7 $ 39,076.00

Schedule B - Pricing

WINTER MAINTENANCE SERVICES

WINTER MAINTENANCE

Paid Per Occurence: Cost for snow removal and de-icing when icy/slippery conditions exist due to freezing temperatures or accumulation of snow up to 6 inches. Weekends and holidays inlcuded. *Plow snow from Parking Lot and Old Vienna Rd.

*Salt Parking Lot and Old Vienna Rd.

TOTAL ANNUAL PRICE (Sum of Line 3 + Line 4)

Paid Per Occurrence: Cost for snow removal and de-icing when accumulation of snow is greater than 6 inches. Weekends and holidays inlcuded. *Plow snow from Parking Lot and Old Vienna Rd. *Salt Parking Lot and Old Vienna Rd.

YEARS IN CONTRACT TERM

TOTAL CONTRACT PRICE (Line 5 x Line 6)

Call Back: Call Back services will vary and are weather dependent. Weekends and holidays included.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 260000000112

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

Green Blade Lawn Care and

Landscaping Inc

S T

A T

E

P ro g ra m

M a n a g e r

Harold Inman MDOT

7180 ½ Dixie Hwy 248-431-2265

Clarkston, MI 48346 Inmanh@michigan.gov

Brian Hansen

C o n tr a c t

A d m in is tr a to r Anna Swanson MDOT

Office: 248-969-2900

Cell: 248-640-7999

517-230-2063 greenbladelawn@yahoo.com Swansona1@michigan.gov

VS0067716

CONTRACT SUMMARY

DESCRIPTION: Winter Maintenance Services for MDOT Davison TSC and Clio Park & Ride

INITIAL EFFECTIVE

DATE

INITIAL EXPIRATION

DATE

INITIAL

AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

December 1, 2025 November 30, 2028 Two; one-year

PAYMENT TERMS DELIVERY TIMEFRAME

Three (3) percent off invoice if paid within seven

(7) days; Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

Z )S0.?1 Z ).F:2;A *2>B2@A T)*#U Z (A52? Z Yes Z No

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

This Contract Agreement is awarded on the basis of the State’s inquiry bearing the solicitation number

RFP 260000000328.

ESTIMATED CONTRACT VALUE AT TIME OF

EXECUTION

$43,260.00

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Transportation

425 W Ottawa St, Lansing, MI 48933

PO Box 30050, Lansing, MI 48909 x

MA 260000000112 3

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan

(the “State”) and Green Blade Lawn Care and Landscaping Inc (“Contractor”), a

Michigan Corporation. This Contract is e ective on December 1, 2025 (“E ective

Date”), and unless terminated, will expire on November 30, 2028 (the “Term”).

This Contract may be renewed for up to two (2) additional one (1) year period(s).

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

Contract Change Notice.

The parties agree as follows:

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

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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

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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

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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.

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making contact with the State.

MA 260000000112 4

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

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electronic logs if sent by facsimile or email.

If to State: If to Contractor:

Anna Swanson

425 W Ottawa St

Lansing, MI 48933

Swansona1@michigan.gov

517-230-2063

Brian Hansen, Owner

Green Blade Lawn Care & Landscaping Inc

7180 ½ Dixie Hwy, Clarkston, MI 48346

Off: 248-969-2900 Cell: 248-640-7999 greenbladelawn@yahoo.com

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:

Anna Swanson

425 W Ottawa St

Lansing, MI 48933

Swansona1@michigan.gov

517-230-2063

Brian Hansen, Owner

Green Blade Lawn Care & Landscaping Inc

7180 ½ Dixie Hwy, Clarkston, MI 48346

Off: 248-969-2900 Cell: 248-640-7999 greenbladelawn@yahoo.com

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:

Harold Inman

9495 E Potter Rd

Davison, MI 48423

Inmanh@Michigan.gov

248-431-2265

Brian Hansen, Owner

Green Blade Lawn Care & Landscaping Inc

7180 ½ Dixie Hwy, Clarkston, MI 48346

Off: 248-969-2900 Cell: 248-640-7999 greenbladelawn@yahoo.com

5. Performance Guarantee. #<;A?.0A<? :B@A .A .99 A6:2@ 5.C2 H;.;06.9 ?2@<B?02@ su icient, 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

@=206H21 6; . +A.A2:2;A <3 -<?8U 63P 6; A52 <=6;6<; <3 A52 +A.A2P 6A D699 2;@B?2 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

MA 260000000112 5

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

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.

MA 260000000112 6

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.

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

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, MA 260000000112 7

Required Limits Additional Requirements 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

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subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

10. Reserved.

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

Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract

Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the

Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

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

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

KJNM .?2 ?2>B6?21 A< .@8 A52 '60564.; +A.A2 )<9602 A< =2?3<?: H;42?=?6;A

background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by

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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

MA 260000000112 8

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background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

14. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this

Contract to any other party. If the State determines that a novation of the

Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

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

Contractor’s organizational structure or ownership. For purposes of this

Contract, a change in control means any of the following: (a) a sale of more than

50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger e ected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for

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

16. Ordering. Contractor is not authorized to begin performance until receipt of

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17. Acceptance. Contract Activities are subject to inspection and testing by the

State within 30 calendar days of the State’s receipt of them (“State Review

Period”), unless otherwise provided in 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

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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.

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rejection of the Contract Activities impacts the content or delivery of other non-

MA 260000000112 9

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 a ects, alters, or relieves

#<;A?.0A<? <3 6A@ </964.A6<;@ A< 0<??20A 12H062;062@ 6; .00<?1.;02 D6A5 A52 A6:2 response standards set forth in this Contract.

%3 #<;A?.0A<? 6@ B;./92 <? ?23B@2@ A< 0<??20A A52 12H062;0F D6A56; A52 A6:2 response standards set forth in this Contract, the State may cancel the order in

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the Contract Activities and recover the di erence between the cost to cure and the Contract price plus an additional 10% administrative fee.

18. Reserved.

19. Reserved.

20. Reserved.

21. Invoices and Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for

#<;A?.0A "0A6C6A62@ =?<C6121 .@ @=206H21 6; . +A.A2:2;A <3 -<?8O %;C<602@ :B@A 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, 6;09B16;4 09.6:@ 3<? 12H062;062@ <? @B/@A.;1.?1 #<;A?.0A "0A6C6A62@O #<;A?.0A<?X@

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Contractor against the State for payment under this Contract, other than those

09.6:@ =?2C6<B@9F H921 6; D?6A6;4 <; . A6:29F /.@6@ .;1 @A699 16@=BA21O

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 o at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this

Contract.

Excluding federal government charges and terms, Contractor warrants and agrees that each of the fees, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent fees, MA 260000000112 10 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.

22. 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 o against any fees payable to Contractor under this Contract, or the State may bill Contractor as a separate item and Contractor will promptly make payments on such bills.

23. Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt.

Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or delivery order. The State will not pay for Contract

"0A6C6A62@P #<;A?.0A<?X@ 9<@A =?<HA@P <? .;F .116A6<;.9 0<:=2;@.A6<; 1B?6;4 . @A<= work period.

24. 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

/.;8?B=A0F =?<02216;4 H921 .4.6;@A 6A /F .;F 0?216A<?R T666U 2;4.42@ 6; .;F 0<;1B0A 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

=?<C612 . A6:2 A< 0B?2O ";F ?232?2;02 A< @=206H0 /?2.052@ /26;4 :.A2?6.9

MA 260000000112 11

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

A56@ #<;A?.0A <? T66U 0<;A6;B2 A< =2?3<?: 3<? . @=206H21 =2?6<1O %3 6A 6@ 9.A2?

determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, e ective 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 o 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.

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

Contract in whole or in part without penalty and for any reason or no reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the

Contract Activities immediately. 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.

26. Transition Responsibilities. Upon termination or expiration of this Contract for

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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 e ect, 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

MA 260000000112 12

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.

27. 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

+A.A2 .99 :.A2?6.9@P 1.A.P =?<=2?AFP .;1 0<;H12;A6.9 6;3<?:.A6<; =?<C6121 16?20A9F or indirectly to the Contractor by any entity, agent, vendor, or employee of the

State.

28. &912896B0.>6:9D Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, o ices, commissions, o icers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those

?2>B6?21 A< 2@A./96@5 A52 ?645A A< 6;12:;6H0.A6<;UP .?6@6;4 <BA <3 <? ?29.A6;4 A<Q T.U 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).

,52 +A.A2 D699 ;<A63F #<;A?.0A<? 6; D?6A6;4 63 6;12:;6H0.A6<; 6@ @<B45AR 5<D2C2?P 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, 12:<;@A?.A2 6A@ H;.;06.9 ./696AF A< 0.??F <BA A52@2 </964.A6<;@O

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

MA 260000000112 13

Michigan Attorney General and appointed as a Special Assistant Attorney

General.

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

29. Reserved.

30. 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.

31. 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 o icer 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 a ect Contractor’s viability or financial stability; or (2) a governmental

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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.

32. 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 DataWUR A56@ 12H;6A6<; 6@ A< /2 0<;@A?B21 .@ /?<.19F .@ =<@@6/92O

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.

33. Reserved.

34. (:9E$6=07:=?<2 :3 #:9B129>6.7 &93:<8.>6:9D The parties acknowledge that each party may be exposed to or acquire communication or data of the other

=.?AF A5.A 6@ 0<;H12;A6.9P =?6C692421 0<::B;60.A6<; ;<A 6;A2;121 A< /2 16@09<@21

to third parties.

a. '2.9694 :3 #:9B129>6.7 &93:<8.>6:9. For the purposes of this Contract, the term “#:9B129>6.7 &93:<8.>6:9” means all information and documentation

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MA 260000000112 14

meaning, at the time of disclosure by such party; (b) if disclosed orally or not

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with words of similar meaning; or, (c) should reasonably be recognized as

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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

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party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing

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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

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b. )/764.>6:9 :3 #:9B129>6.76>AO ,52 =.?A62@ .4?22 A< 5<91 .99 #<;H12;A6.9

%;3<?:.A6<; 6; @A?60A 0<;H12;02 .;1 ;<A A< 0<=FP ?2=?<1B02P @299P A?.;@32?P <?

<A52?D6@2 16@=<@2 <3P 46C2 <? 16@09<@2 @B05 #<;H12;A6.9 %;3<?:.A6<; A< A56?1 parties other than employees, agents, or subcontractors of a party who have a

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Information for any purposes whatsoever other than the performance of this

Contract. The parties agree to advise and require their respective employees, .42;A@P .;1 @B/0<;A?.0A<?@ <3 A526? </964.A6<;@ A< 822= .99 #<;H12;A6.9

%;3<?:.A6<; 0<;H12;A6.9O $6@09<@B?2 A< . @B/0<;A?.0A<? 6@ =2?:6@@6/92 D52?2Q

(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

@B/0<;A?.0A<? 6; . D?6AA2; 0<;A?.0A A< :.6;A.6; A52 +A.A2Y@ #<;H12;A6.9

%;3<?:.A6<; 6; 0<;H12;02O "A A52 +A.A2Y@ ?2>B2@AP .;F 2:=9<F22 <3 #<;A?.0A<?

or any subcontractor may be required to execute a separate agreement to be bound by the provisions of this Section.

c. #::;2<.>6:9 >: *<2@29> $6=07:=?<2 :3 #:9B129>6.7 &93:<8.>6:9. Each party must use its best e orts to assist the other party in identifying and preventing

.;F B;.BA5<?6G21 B@2 <? 16@09<@B?2 <3 .;F #<;H12;A6.9 %;3<?:.A6<;O -6A5<BA

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

5.1 .002@@ A< #<;H12;A6.9 %;3<?:.A6<; 5.@ C6<9.A21 <? 6;A2;1@ A< C6<9.A2 A52 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. +282162= 3:< "<2.05 :3 )/764.>6:9 :3 #:9B129>6.76>A. Each party

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irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may

MA 260000000112 15

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. ,?<<2912< :3 #:9B129>6.7 &93:<8.>6:9 ?;:9 -2<869.>6:9. 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

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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

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12@A?<F A52 #<;H12;A6.9 %;3<?:.A6<; .;1 :B@A 02?A63F A52 @.:2 6; D?6A6;4 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

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35. Reserved.

36. Reserved.

37. Reserved.

38. 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

H;.9 =.F:2;A B;12? A56@ #<;A?.0A <? .;F 2EA2;@6<; TVAudit 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

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.:<B;A 6; 2??<? :B@A /2 ?2I20A21 .@ . 0?216A <? 12/6A <; @B/@2>B2;A 6;C<602@ 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, a iliate, or subsidiary organization of Contractor, and any subcontractor that performs Contract Activities in connection with this Contract.

MA 260000000112 16

39. Representations and Warranties. Contractor represents and warrants: (a)

Contractor is the owner or licensee of any Contract Activities that it licenses, sells, or develops and Contractor has the rights necessary to convey title, ownership rights, or licensed use; (b) all Contract Activities are delivered free from any security interest, lien, or encumbrance and will continue in that respect;

(c) the Contract Activities will not infringe the patent, trademark, copyright, trade secret, or other proprietary rights of any third party; (d) Contractor must assign or otherwise transfer to the State or its designee any manufacturer's warranty for

A52 #<;A?.0A "0A6C6A62@R T2U A52 #<;A?.0A "0A6C6A62@ .?2 :2?05.;A./92 .;1 HA 3<? A52

@=206H0 =B?=<@2@ 612;A6H21 6; A52 #<;A?.0AR T3U A52 #<;A?.0A @64;.A<?F 5.@ A52

authority to enter into this Contract; (g) all information furnished by Contractor in connection with the Contract fairly and accurately represents Contractor's

/B@6;2@@P =?<=2?A62@P H;.;02@P .;1 <=2?.A6<;@ .@ <3 A52 1.A2@ 0<C2?21 /F A52 information, and Contractor will inform the State of any material adverse changes;(h) all information furnished and representations made in connection with the award of this Contract is true, accurate, and complete, and contains no false statements or omits any fact that would make the information misleading;

and that (i) Contractor is neither currently engaged in nor will engage in the boycott of a person based in or doing business with a strategic partner as described in 22 USC 8601 to 8606. A breach of this Section is considered a material breach of this Contract, which entitles the State to terminate this

Contract under Section 24, Termination for Cause.

40. #:9C60>= .91 %>560=D Contractor will uphold high ethical standards and is

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Contract; (b) doing anything that creates an appearance of impropriety with

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or appearing to influence any State employee by the direct or indirect o er of anything of value; or (d) paying or agreeing to pay any person, other than employees and consultants working for Contractor, any consideration contingent upon the award of the Contract. Contractor must immediately notify the State of any violation or potential violation of these standards. This Section applies to

Contractor, any parent, a iliate, or subsidiary organization of Contractor, and any subcontractor that performs Contract Activities in connection with this Contract.

41. Compliance with Laws. Contractor must comply with all federal, state and local laws, rules and regulations.

42. Reserved.

43. Reserved.

44. Nondiscrimination. Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL

37.2101, et seq.,and the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq. Contractor and its subcontractors agree not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, MA 260000000112 17 height, weight, marital status, partisan considerations, any mental or physical disability, or genetic information that is unrelated to the person’s ability to perform the duties of a particular job or position. Breach of this covenant is a material breach of this Contract.

45. Unfair Labor Practice. Under MCL 423.324, the State may void this Contract if the name of the Contractor, or the name of a subcontractor, manufacturer, or supplier of the Contractor, subsequently appears on the Unfair Labor Practice register compiled under MCL 423.322.

46. Governing Law. This Contract is governed, construed, and enforced in accordance with Michigan law, excluding choice-of-law principles. Contractor waives any objections, such as lack of personal jurisdiction or forum non conveniens. Contractor must appoint an agent in Michigan to receive service of process.

47. Non-Exclusivity. Nothing contained in this Contract is intended nor is to be construed as creating any requirements contract with Contractor, nor does it

=?<C612 #<;A?.0A<? D6A5 . ?645A <3 H?@A ?23B@.9 3<? .;F 3BAB?2 D<?8O ,56@ #<;A?.0A does not restrict the State or its agencies from acquiring similar, equal, or like

Contract Activities from other sources.

48. Force Majeure. Neither party will be in breach of this Contract because of any failure arising from any disaster or acts of god that are beyond their control and without their fault or negligence. Each party will use commercially reasonable e orts to resume performance. Contractor will not be relieved of a breach or delay caused by its subcontractors. If immediate performance is necessary to ensure public health and safety, the State may immediately contract with a third party.

49. Dispute Resolution. The parties will endeavor to resolve any Contract dispute in accordance with this provision. The dispute will be referred to the parties' respective Contract Administrators or Program Managers. Such referral must include a description of the issues and all supporting documentation. The parties must submit the dispute to a senior executive if unable to resolve the dispute within 15 business days. The parties will continue performing while a dispute is being resolved, unless the dispute precludes performance. A dispute involving payment does not preclude performance.

Litigation to resolve the dispute will not be instituted until after the dispute has been elevated to the parties’ senior executive and either concludes that resolution is unlikely or fails to respond within 15 business days.