7700113.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 11 to Contract Number MA071B7700113C

C O

N

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A C

TO

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PRUDENTIAL VIRTUAL GUARD

SERVICE INC.

29125 Buckingham St Suite 6

Livonia,MI 48154

Jay Bassin

734-365-8807 jbassin@prudentialalarms.com

CV0055757

ST

A

TE

Pr og ra m

M an ag er

Various Various

C on tr ac t A dm in is tr at or Lisa Spitzley DTMB

(517) 249-0440

SpitzleyL4@michigan.gov

CONTRACT SUMMARY

Intrusion Alarm and Card Access Equipment, Monitor

INITIAL EFFECTIVE DATE

February 15, 2017

INITIAL EXPIRATION DATE

February 14, 2022

INITIAL AVAILABLE OPTIONS

1200 - 3 Years

EXPIRATION DATE

BEFORE

February 14, 2028

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE

$9,003,546.80

VALUE OF CHANGE NOTICE

$4,400,000.00

ESTIMATED AGGREGATE CONTRACT VALUE

$13,403,546.80

N/AN/AN/A

DESCRIPTION

Effective February 17, 2026, this contract is hereby increased by $4,4000,000.00 for Statewide use.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, DTMB Procurement approval, and State Administrative Board approval on February 17, 2026.

*Please note the Contractor Address has changed, see Cover Page above, and Program Manager for MDOS is changed, and is reflected on this Change Notice.

CHANGE NOTICE NO. 11 TO CONTRACT NO. MA071B7700113C

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB Brandon Philip 517-749-7168 philipb@michigan.gov

MDOS Dustin Noll 517-219-2096 NollD2@michigan.gov

MDOC Gene Page 517-749-7518 pageg@michigan.gov

MDOT Justin Droste (517) 898-4332 DrosteJ@michigan.gov

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

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

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Intrusion Alarm and Card Access Equipment, Monitor

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 15, 2017 February 14, 2022 100, 3-Year February 14, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

20600 Eureka Rd.

Suite 100

Taylor MI 48180

Jay Bassin

734-365-8807 jbassin@prudentialalarms.com

CV0055757

PRUDENTIAL VIRTUAL GUARD

SERVICE INC.

C O

N

TR

A C

TO

R

Lisa Spitzley

(517) 249-0440

DTMB

Various Various

SpitzleyL4@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 10

Contract Number MA071B7700113C to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$8,754,546.80 $249,000.00 $9,003,546.80

DESCRIPTION

Effective October 1, 2024, this contract is hereby updated as follows:

Add increase of $249,000.001.

Update Schedule B, Pricing to update Service Call fee to Regional Service Call-out fee, see attached Schedule B document, and attached Prosperity Map for defined regions.

2.

All other terms, conditions, specifications and pricing remain the same. Per Contractor and Agency agreement, and DTMB Procurement approval.

N/A N/A N/A

AGENCY NAME PHONE EMAIL

MDOS Deborah Manoleas 517-243-3080 ManoleasD@michigan.gov

MDOC Gene Page 517-749-7518 pageg@michigan.gov

DTMB Brandon Philip 517-749-7168 philipb@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 10 TO CONTRACT NO. MA071B7700113C

Michigan.gov/MiProcurement

Schedule B – Pricing

1. Pricing includes all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing). A service call-out fee is acceptable.

2. The Contractor is encouraged to offer quick payment terms. The number of days must not include processing time for payment to be received by the Contractor's financial institution.

Quick payment terms: ___1.5___ % discount off invoice if paid within __15__ days after receipt of invoice.

3. Tax will be excluded from price. Sales Tax will be excluded for purchases made directly by the State, the State is exempt from State and Local Sales Tax. Prices must not include the taxes. Exemption Certificates for State Sales Tax will be furnished upon request.

Michigan.gov/MiProcurement

CN#10 Revised Schedule B – Pricing Item Brand Model Unit Cost

Personal Panic Transmitters XXXX XXXX $146.10 Hold-Up Switch/Transmitter XXXX XXXX $185.00 Cost Per Service Call to Location N/A N/A $65.00 Wireless Repeater XXXX XXXX $145.00 Wireless Sensor Battery XXXX $7.50 Panel Battery Backup XXXX $25.00

Item Brand Model Unit Cost Control Panel (16 zone, 32 user) (1 per location) XXXX XXXX $125.00 Wireless back up radio (XXX Universal Wireless Alarm Communicator – Full Data Digital) (1 per location) XXXX XXXX $149.00 Keypad XXXX XXXX $125.00 Siren XXXX XXXX $10.00 Tamperproof sensor on Control Panel box XXXX XXXX $50.00

Motion Sensor XXXX

XXXX

$100.00

Glass Break Sensor XXXX

XXXX

XXXX $65.00

Door Contacts (external and internal installation styles) XXXXl

XXXX

XXXX

XXXX $50.00

Smoke Detector XXXX

XXXX

XXXX $75.00

WIRELESS RECEIVER (In case wireless equipment is needed) XXXX XXXX $125.00 Please indicate and price the hardware proposed for the Model location indicated in Exhibit D below:

1- XXXX 20p control panel w/tamper sensor XXXX XXXX $175.00 2- Honeywell 6160 keypads XXXX XXXX $250.00

3- main entry door contacts XXXX

XXXX

or XXXX

OR

XXXX $150.00

3- XXXX 360-degree motion detectors XXXX XXXX $300.00

2- XXXX Smoke detectors XXXX XXXX

XXXX $150.00

3- XXXX Glass break detectors XXXX XXXX

XXXX $195.00

1- Interior Siren XXXX XXXX $10.00 1- XXXX Cellular communicator XXXX XXXX $149.00 Total Cost ------ $1,379.00 or use existing sensors and change keypad/control unit/radio 1-XXXX 20p control panel w/tamper sensor XXXX XXXX $175.00 1- XXXX keypads XXXX XXXX $125.00 1- XXXX Cellular communicator XXXX XXXX $149.00 tie in all existing operable devices $0.00 Total Cost -------- $449.00

Please propose Labor and Fees for Model in Exhibit D Below Rate

Basic Monitoring

(begin 10/1/24) $25.30 (begin 10/1/25) $26.56 (begin 10/1/26) $27.28

Cellular Back Up $1.00 Open/Close Reports $1.00 Total Connect application $1.00

Rate Labor per hour $65.00 Labor @ $110/hour x 5 hours (discounted rate for 5 hours) $550.00 Basic Monitoring $27.99 Cellular Back Up $2.00 Open/Close Reports $2.50 Total Connect Application $10.00 Service Call-out Fee - see Regional Rate Table below or obtain quote for grouping of multiple locations in same call-out. Regions based on SOM Prosperity Regions, see attached Prosperity Pegions Map.

See table below or obtain and/or quote

*/**Regional Service Call-out Fees (flat fee) Region 10 (within 1-hour of Contractor’s office) $65 Region 5, 6, 7, 8, 9 $144 Region 4 $288 Region 1C, 2, 3 $480 Region 1B (UP) $768 Region 1A (UP) $960

* Regions based on SOM Prosperity Regions – see attached Prosperity Map **Please note a quote may be request for Service Calls involving multiple locations within the same trip to save costs on service call-out fee.

IRON

DELTA

LUCE

KENT

MARQUETTE ALGER CHIPPEWA

GOGEBIC

BAY

HURON

SANILAC

LAKE

BARAGA

IONIA

ONTONAGON

MACKINAC

OAKLAND

CASS

ALLEGAN

WAYNE

IOSCO

SAGINAW

CLARE

EATON

TUSCOLA

BARRY

NEWAYGO

ALCONA

LAPEER

SCHOOLCRAFT

ST. CLAIR

LENAWEE

JACKSON

ALPENA

CALHOUN

OTTAWA

MASON

INGHAM

ANTRIM

GENESEE

EMMET

OSCODA

CLINTON

GRATIOT

BERRIEN

OCEANA

MONROE

MONTCALM

OGEMAW

OTSEGO

BRANCH

ISABELLA

OSCEOLA

MECOSTA MIDLAND

WEXFORD

GLADWIN

WASHTENAW

MANISTEE

VAN BUREN

BENZIE

PRESQUE ISLE

ARENAC

HOUGHTON

MENOMINEE

DICKINSON

CHEBOYGAN

HILLSDALE

KALKASKA

MACOMB

MISSAUKEE

LIVINGSTON

CRAWFORD

KALAMAZOO

ST. JOSEPH

MUSKEGON

ROSCOMMON

SHIAWASSEE

MONTMORENCY

LEELANAU

CHARLEVOIX

KEWEENAW

GRAND TRAVERSE

State of Michigan Prosperity Regions

1. Upper Peninsula Prosperity Alliance

3. Northeast Prosperity Region

5. East Central Michigan Prosperity Region

7. South Central Prosperity Region

2. Northwest Prosperity Region

4. West Michigan Prosperity Alliance a b c

6. East Michigan Prosperity Region

8. Southwest Prosperity Region

1a. Western UP Prosperity Region 1b. Central UP Prosperity Region 1c. Eastern UP Prosperity Region

2 3

Service Delivery Regions

9. Southeast Prosperity Region

10. Detroit Metro Prosperity Region

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Intrusion Alarm and Card Access Equipment, Monitor

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 15, 2017 February 14, 2022 100 - 3-Year February 14, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

17515 W. Nine Mile Road Suite 1100

Southfield MI 48075

Jay Bassin

734-365-8807 jbassin@prudentialalarms.com

CV0055757

PRUDENTIAL VIRTUAL GUARD

SERVICE INC.

C O

N

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A C

TO

R

Lisa Spitzley

(517) 249-0440

DTMB

Various Various

SpitzleyL4@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 9

Contract Number MA071B7700113C to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$8,409,546.80 $345,000.00 $8,754,546.80

DESCRIPTION

Effective July 16, 2024, this contract is hereby increased by $325,000.00 for Michigan Department of State (MDOS) use. Please note the Contractor address is updated, see change notice cover above. 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 16, 2024.

MDOS Deborah Manoleas 517-243-3080 ManoleasD@michigan.gov

MDOC Gene Page 517-749-7518 pageg@michigan.gov

DTMB Brandon Philip 517-749-7168 philipb@michigan.gov

Program Managers for

CHANGE NOTICE NO. 9 TO CONTRACT NO. MA071B7700113C

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 8 to 071B7700113Contract Number

Various

Lisa Spitzley jbassin@prudentialalarms.com

Jay Bassin

Taylor, MI 48180

PRUDENTIAL VIRTUAL GUARD SERVICE INC.

CV0055757

734-365-8807

20600 Eureka Rd. , Suite 100

(517) 249-0440

STA

TE

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

spitzleyl4@michigan.gov

$4,159,546.80

February 15, 2017 February 14, 2023

Intrusion Alarm and Card Access Equipment, Monitoring and Services - Statewide

February 14, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

100 - 3 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☒ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ Five, 1-Year ☐ February 14, 2028

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$4,250,000.00 $8,409,546.80

Effective December 13, 2022, this contract is hereby increased by $4,250,000.00 for Statewide use and is exercising five, 1-year options, and Schedulue B, Pricing for Basic Monitoring is updated, see pricing table below. The Contract expiration date is revised to February 14, 2028.

Basic Monitoring Pricing Schedule:

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, DTMB Procurement approval, and State Administrative Board approval on December 13, 2022.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

DTMB

Program Managers for

CHANGE NOTICE NO. 8 TO CONTRACT NO. 071B7700113

Deborah Manoleas (517) 243-3080 ManoleasD@Michigan.govMDOS

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 7 to 071B7700113Contract Number

Various

Lisa Spitzley jbassin@prudentialalarms.com

Jay Bassin

Taylor, MI 48180

PRUDENTIAL VIRTUAL GUARD SERVICE INC.

CV0055757

734-365-8807

20600 Eureka Rd. , Suite 100

(517) 249-0440

STA

TE

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

spitzleyl4@michigan.gov

$3,309,546.80

February 15, 2017 February 14, 2022

INTRUSION ALARM AND CARD ACCESS EQUIPMENT, MONITORING AND SERVICES

February 14, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

100 - 3 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ One, 1-Year ☐ February 14, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$850,000.00 $4,159,546.80

Effective February 13, 2022, this contract is hereby increased by $850,000.00 for Statewide use and is exercising one, 1-year option. The Contract expiration date is revised to February 14, 2023.The State's contract administrator is changed to Lisa Spitzley, 517-249-0440, spitzleyL4@michigan.gov.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, DTMB Procurement approval, and State Administrative Board approval on March 15, 2022.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

DTMB

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 6 to 071B7700113Contract Number

Various

Steven Motz jbassin@prudentialalarms.com

Jay Bassin

Taylor, MI 48180

PRUDENTIAL VIRTUAL GUARD SERVICE INC.

CV0055757

734-365-8807

20600 Eureka Rd. , Suite 100

(517) 331-6086 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

DTMB

motzs1@michigan.gov

$1,809,546.80

February 15, 2017 February 14, 2022

INTRUSION ALARM AND CARD ACCESS EQUIPMENT, MONITOR

February 14, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

100 - 3 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$1,500,000.00 $3,309,546.80

Effective February 18, 2021, the Contract value is increased by $1,500,000. All other terms, conditions, specifications, and pricing remain the same. Per Vendor and Agency agreement, DTMB Procurement approval and Administrative Board approval on February 16, 2021.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 5 to 071B7700113Contract Number

Various

Steven Motz jbassin@prudentialalarms.com

Jay Bassin

Taylor, MI 48180

PRUDENTIAL VIRTUAL GUARD SERVICE INC.

CV0055757

734-365-8807

20600 Eureka Rd. , Suite 100

(517) 331-6086 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

MDOS

DTMB

motzs1@michigan.gov

$1,809,546.80

February 15, 2017 February 14, 2022

INTRUSION ALARM AND CARD ACCESS EQUIPMENT, MONITORING AND SERVICES - MDOS & MDOT

February 14, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

100 - 3 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ February 14, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $1,809,546.80

Effective October 1, 2020, Wireless Repeaters, Wireless Sensor Batteries, and Panel Battery Backups are hereby added to the Contract and model numbers are updated, per the attached Revised Schedule B - Pricing. In addition, the branch names have been updated per the attachment. All other terms, conditions, specifications, and Pricing remain the same. Per Vendor and Agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 to 071B7700113Contract Number

Various

Steven Motz jbassin@prudentialalarms.com

Jay Bassin

Taylor, MI 48180

PRUDENTIAL VIRTUAL GUARD SERVICE INC.

CV0055757

734-365-8807

20600 Eureka Rd. Suite 100

(517) 331-6086 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

MDOS

DTMB

motzs1@michigan.gov

$709,546.80

February 15, 2017 February 14, 2022

INTRUSION ALARM AND CARD ACCESS EQUIPMENT, MONITOR

February 14, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

100 - 3 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ February 14, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$1,100,000.00 $1,809,546.80

Effective March 13, 2020, the Contract value is increased by $1,100,000 to include $700,000.00 in funding for DHHS and additional $400,000.00 for other agencies. All other terms, conditions, specifications, and pricing remain the same. Per Vendor and Agency agreement, DTMB Procurement approval and Administrative Board approval on March 10, 2020.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to 071B7700113Contract Number

Various

Steve Rigg jbassin@prudentialalarms.com

Jay Bassin

Oak Park, MI 48237

PRUDENTIAL VIRTUAL GUARD SERVICE INC.

CV0055757

734-365-8807

25900 Greenfield Road , Suite 144

(517) 249-0454

STA

TE

Program anager

C ontract

A dm inistrator

C O

N

TR

A C

TO

R

MDOS

DTMB

riggs@michigan.gov

$709,546.80

February 15, 2017 February 14, 2022

INTRUSION ALARM AND CARD ACCESS EQUIPMENT, MONITOR

February 14, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

100 - 3 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ February 14, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $709,546.80

Effective May 10, 2019, Personal Panic Transmitters, Hold-Up Switches/Transmitters, and Service Calls are hereby added to the Contract per Revised Schedule B - Pricing. All other terms, conditions, specifications, and Pricing remain the same. Per Vendor and Agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

Department of Technology, Management, and Budget

525 W. ALLEGAN ST.

P.O. BOX 30026

LANSING, MICHIGAN 48913

CONTRACT CHANGE NOTICE

Change Notice Number 2 to 071B7700113Contract Number

Various

Steve Rigg jbassin@prudentialalarms.com

Jay Bassin

Oak Park, MI 48237

Prudential Virtual Guard Services, Inc, DBA Prudential Alarm

CV0055757

734-365-8807

25900 Greenfield Road

(517) 249-0454

STA

C ontract

A dm inistrator

C O

N

TR

A C

TO

R

DOS

DTMB

riggs@michigan.gov

$709,546.80

February 15, 2017 February 14, 2022

INTRUSION ALARM AND CARD ACCESS EQUIPMENT, MONITORING AND SERVICES - MDOS

February 14, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

100 - 3 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ February 14, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $709,546.80

Effective July 24, 2018, second year pricing will go into effect starting August 1, 2018 per updated schedule B - Pricing. All other terms, conditions, specifications, and pricing remain the same. Per Vendor and Agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

Schedule B – Pricing Effective Date 8/1/2018-7/31/2019

BrNm County Address City State Zip Code Region Year 2 - Monthly

Monitoring

Year 2 - Yearly Cost

101 Inkster Wayne 26603 Michigan Ave. Inkster 101 48141-2329 1.1 $ 18.89 $ 226.68

109 Washtenaw County Plus Washtenaw 295 North Maple Road Ann Arbor 109 48103-2824 1.3 $ 18.89 $ 226.68

110 Downriver Area Plus Wayne 3040 Van Horn Trenton 110 48183-4001 1.1 $ 18.89 $ 226.68

111 Southwest Wayne County Plus Wayne 164 E. Columbia Belleville 111 48111-2916 1.1 $ 18.89 $ 226.68

113 Ypsilanti Washtenaw 4675 Washtenaw Ave. Ann Arbor 113 48197-1506 1.3 $ 18.89 $ 226.68

115 Monroe Monroe 1107 S. Telegraph Rd. Monroe 115 48161-4005 1.3 $ 18.89 $ 226.68

116 Temperance Monroe 7200 Lewis Ave. Temperance 116 48182-1553 1.3 $ 18.89 $ 226.68

117 Northeast Wayne County Plus Wayne 25700 Joy Rd. Redford Charter Township 117 48239-1720 1.1 $ 18.89 $ 226.68

118 Central Wayne County Plus Wayne 6090 N. Wayne Rd. Westland 118 48185-2169 1.1 $ 18.89 $ 226.68

120 Livonia Area Super Center Wayne 17176 Farmington Rd. Livonia 120 48152 1.1 $ 18.89 $ 226.68 121 Southwest Oakland County Plus Oakland 31164 Beck Rd. Novi 121 48377-1020 1.3 $ 18.89 $ 226.68

125 Brownstown Wayne 18412 Telegraph Rd Brownstown Charter Township 125 48174-9614 1.1 $ 18.89 $ 226.68

128 West Wayne County Plus Wayne 8565 N. Lilley Rd. Canton Charter Township 128 48187 1.1 $ 18.89 $ 226.68

131 West Bloomfield Oakland 4297 Orchard Lake Road West Bloomfield Charter Township 131 48323-1643 1.3 $ 18.89 $ 226.68

133 Detroit Livernois Wayne 17500 Livernois Detroit 133 48221-2254 1.1 $ 18.89 $ 226.68

135 Northwest Detroit Plus Wayne 20210 W. 7 Mile Rd. Detroit 135 48219-3469 1.1 $ 18.89 $ 226.68

138 Southwest Detroit Plus Wayne 2835 Bagley Detroit 138 48216-1729 1.1 $ 18.89 $ 226.68

141 Southeast Wayne County Plus Wayne 21572 Ecorse Rd. Taylor 141 48180 1.1 $ 18.89 $ 226.68

143 South Oakland County Plus Oakland 25263 Telegraph Rd. Southfield 143 48034-2501 1.3 $ 18.89 $ 226.68

144 Dearborn Wayne 5094 Schaefer Dearborn 144 48126-3249 1.1 $ 18.89 $ 226.68

151 Hamtramck Area Plus Wayne 8717 Joseph Campau Hamtramck 151 48212-3720 1.1 $ 18.89 $ 226.68

153 Detroit East 8 Mile Wayne 9560 E. 8 Mile Rd. Detroit 153 48234-1104 1.1 $ 18.89 $ 226.68

154 Detroit East Plus Wayne 14634 Mack Ave. Detroit 154 48215-2523 1.1 $ 18.89 $ 226.68

157 Detroit Super Center Wayne 3046 W. Grand Blvd.

Cadillac Place Detroit 157 48202-6046 1.1 $ 18.89 $ 226.68

158 Southwest Macomb County Plus Macomb 11533 E. 12 Mile Rd. Warren 158 48093-2645 1.2 $ 18.89 $ 226.68

162 Southeast Macomb County Plus Macomb 24040 Harper Ave. Saint Clair Shores 162 48080-1902 1.2 $ 18.89 $ 226.68

163 Saint Clair County Plus St. Clair 2887 Krafft Rd Port Huron 163 48060-1530 1.2 $ 18.89 $ 226.68

164 Central Macomb County Plus Macomb 50640 Schoenherr Rd. Shelby Township 164 48315 1.2 $ 18.89 $ 226.68 166 Clinton Township Super Center Macomb 37015 S. Gratiot Ave. Clinton Charter

Township 166 48036 1.2 $ 18.89 $ 226.68

168 Rochester Hills Oakland 2250 Crooks Rd. Rochester Hills 168 48309-3600 1.3 $ 18.89 $ 226.68

169 Sterling Heights Macomb 7917 19 Mile Rd. Sterling Heights 169 48314-3229 1.2 $ 18.89 $ 226.68

171 North Macomb County Plus Macomb 51305 Gratiot Ave. Chesterfield Charter Township 171 48051-2041 1.2 $ 18.89 $ 226.68

175 East Oakland County Plus Oakland 1111 East Long Lake Troy 175 48085-4964 1.3 $ 18.89 $ 226.68

176 Lapeer County Plus Lapeer 301 W. Genesee St. Lapeer 176 48446-3077 1.2 $ 18.89 $ 226.68

181 Oakland County Super!Center Oakland 1270 Pontiac Road Pontiac 181 48340-2235 1.3 $ 18.89 $ 226.68

182 West Oakland County Plus Oakland 672 North Milford Road Highland 182 48357 1.3 $ 18.89 $ 226.68

185 Davison Genesee 300 North Main Street Davison 185 48423-1434 1.2 $ 18.89 $ 226.68

187 North Genesee County Genesee 4256 West Vienna Rd. Clio 187 48420 1.2 $ 18.89 $ 226.68

189 North Oakland County Plus Oakland 7090 Sashabaw Road Clarkston 189 48348 1.3 $ 18.89 $ 226.68

194 Flint Area Super!Center Genesee G-5512 Fenton Road Flint 194 48507 1.2 $ 18.89 $ 226.68

195 Flint Downtown Genesee 408 S. Saginaw Street Flint 195 48502-1803 1.2 $ 18.89 $ 226.68

201 Kalamazoo County Plus Kalamazoo 3298 Stadium Dr. Kalamazoo 201 49009 3 $ 18.89 $ 226.68

202 South Kalamazoo County Plus Kalamazoo 603 Romence Rd. Portage 202 49024-3446 3 $ 18.89 $ 226.68

207 Southeast Berrien County Plus Berrien 110 E. Main St. Niles 207 49120-2200 3 $ 18.89 $ 226.68 208 Northwest Berrien County Plus Berrien 1960 Mall Drive Benton Harbor 208 49022-2306 3 $ 18.89 $ 226.68

216 Calhoun County Plus Calhoun 2545 Capital Ave Battle Creek 216 49015 3 $ 18.89 $ 226.68

220 Jackson County Plus Jackson 1184 Jackson Crossing Jackson 220 49202-2096 1.3 $ 18.89 $ 226.68

226 Lansing Area Plus Eaton 8158 Executive Court Lansing 226 48917 3 $ 18.89 $ 226.68

228 Capital Area Super Center Ingham 3315 E. Michigan Ave. Lansing 228 48912 3 $ 18.89 $ 226.68

229 Mason Ingham 806 Hogsback Rd. Mason 229 48854 3 $ 18.89 $ 226.68

230 Livingston County Plus Livingston 1448 Lawson Rd Howell 230 48843-1719 1.3 $ 18.89 $ 226.68

244 Muskegon County Plus Muskegon 1485 Apple Ave. Muskegon 244 49442-3748 3 $ 18.89 $ 226.68

254 Midland Midland 1832 North Saginaw Midland 254 48640-6612 4 $ 18.89 $ 226.68

255 Hudsonville Ottawa 5211 Cherry Avenue Plaza Hudsonville 255 49426 3 $ 18.89 $ 226.68

256 Ottawa County Plus Ottawa 587 E. Eighth St. Holland 256 49423-3764 3 $ 18.89 $ 226.68

257 Grand Haven Ottawa 1110 Robbins Rd. Grand Haven 257 49417 3 $ 18.89 $ 226.68

261 Northeast Kent County Plus Kent 3472 Plainfield Ave. NE Grand Rapids 261 49505-2719 3 $ 18.89 $ 226.68 263 Grand Rapids Area Super!Center Kent 3665 28th St. SE Grand Rapids 263 49512-1605 3 $ 18.89 $ 226.68

273 Southwest Kent County Plus Kent 1056 Rogers Plaza SW Wyoming 273 49509-2800 3 $ 18.89 $ 226.68

279 Saginaw County Plus Saginaw 4404 Bay Rd. Saginaw 279 48603-1208 4 $ 18.89 $ 226.68

288 Saginaw South Saginaw 4212 Dixie Hwy. Saginaw 288 48601-4254 4 $ 18.89 $ 226.68

290 Shiawassee County Plus Shiawasee 1702 E. Main St. Owosso 290 48867-9039 1.2 $ 18.89 $ 226.68

296 Bay County Plus Bay 1007 N. Euclid Ave. Bay City 296 48706-2404 4 $ 18.89 $ 226.68

301 Mecosta County Plus Mecosta 206-A N. Michigan Ave. Big Rapids 301 49307-1518 4 $ 18.89 $ 226.68

341 Grand Traverse County Plus Grand Traverse 1759 Barlow Traverse City 341 49686-4722 4 $ 18.89 $ 226.68

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to 071B7700113Contract Number

$214,546.80

February 15, 2017 February 14, 2022

INTRUSION ALARM AND CARD ACCESS EQUIPMENT, MONITORING AND SERVICES - MDOS & MDOT

February 14, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

100 - 3 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ February 14, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$495,000.00 $709,546.80

Effective February 1, 2018, the Department of Transportation is herby added to the contract, is increased by $495,000.000 and the following items have been added. All other terms, conditions, specifications, and pricing remain the same. Per Vendor and Agency agreement, and DTMB Procurement approval.

ManoleasD@Michigan.gov

Deborah Manoleas

Steve Rigg jbassin@prudentialalarms.com

Jay Bassin

Oak Park, MI 48237

Prudential Virtual Guard Services, Inc, DBA Prudential Alarm

*******5572

734-365-8807

25900 Greenfield Road

(517) 284-7043

STA

C ontract

A dm inistrator

C O

N

TR

A C

TO

R

DOS

517-243-3080

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DTMB

N/A

DESCRIPTION

riggs@michigan.gov

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 071B7700113 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Prudential Virtual Guard Services, Inc, DBA Prudential Alarm

ST

A

TE

P ro gr am an ag er Deborah Manoleas MDOS

25900 Greenfield Road, Suite 144 517-243-3080

Oak Park, Michigan 48237 ManoleasD@michigan.gov

Robert Seggie C on tra ct

A dm in is tra to r Steve Rigg DTMB-Procurement

(734) 365-8807 517-284-7043 rseggie@prudentialalarms.com RiggS@michigan.gov

DESCRIPTION: Intrusion Alarm and Card Access Equipment, Monitoring and Services - MDOS

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

February 15, 2017 February 14, 2022 Unlimited in 1-3 year Options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

NA

MISCELLANEOUS INFORMATION

Effective 2/15/2017 this Contract is established to secure the services of a qualified Contractor to furnish and install new systems and provide system upgrades for security systems incorporated at the various MDOS offices located throughout Michigan for the duration of the Contract. In addition, the Contractor may be required to furnish and install new equipment due to systems upgrades, replacement of obsolete or defective equipment, and/or expansion of security systems. This Contract is subject to the attached scope, pricing, terms and conditions.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $214,546.80

Michigan Department Of State (MDOS) mailto:rseggie@prudentialalarms.com

CONTRACT #071B7700113

This Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and Prudential Virtual Guard Services, Inc, DBA Prudential Alarm (“Contractor”), a Michigan Corporation. This Contract is effective on February 15, 2017 (“Effective Date”), and unless earlier terminated, will expire on February 14, 2022 (the “Term”). Five Years

A. Base Contract Term The Base Contract term is for a period of five (5) years commencing on the date that the last signature required to make the Contract enforceable is obtained. All outstanding Purchase Orders shall also expire upon the termination (cancellation for any of the reasons listed in Sections 23 and 24) of the Contract terms and conditions, unless otherwise extended pursuant to the Contract. Absent an early termination for any reason, Purchase Orders issued but not expired, by the end of the Contract’s Base Term, or any Renewal Term, will remain in effect for the balance of the fiscal year for which they were issued.

B. Options to Renew The parties may agree in writing to extend this Contract prior to the expiration of the Base Term, or any Renewal Term, by twelve (12) month increments (each a “Renewal Term”). The parties may not execute more than three (3) Renewal Periods at any given time. Successful completion of negotiations surrounding the terms of the extension, will be a pre-requisite for the exercise of any Renewal Term.

In the event an Enterprise Contract is established to take on the products and services provided by this Contract, this Contract may be terminated and the products and services transitioned to the Enterprise agreement.

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in

Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) 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; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) 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.

CONTRACT TERMS

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:

Steve Rigg 525 West Allegan, 1st Floor, NE Lansing, MI 48909-7526 Mitchellc4@michigan.gov RiggS@michigan.gov 517-284-7043

Robert Seggie, Business Development Manager 25900 Greenfield Road, Ste 144 Oak Park, Michigan 48238 rseggie@prudentialalarms.com

(734) 365-8807

3. Contract Administrator. The Contract Administrator 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:

Steve Rigg 525 West Allegan, 1st Floor, NE Lansing, MI 48909-7526 Mitchellc4@michigan.gov RiggS@michigan.gov 517-284-7043

Robert Seggie, Business Development Manager 25900 Greenfield Road, Ste 144 Oak Park, Michigan 48238

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:

Deborah Manoleas 517-243-3080 ManoleasD@michigan.gov

Robert Seggie, Business Development Manager 25900 Greenfield Road, Ste 144 Oak Park, Michigan 48238

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 Schedule A) if, in the opinion of the State, it will ensure performance of the Contract.

6. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by a company with an A.M. Best rating of "A" or better, and a financial size of VII or better.

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimal Limits:

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

Deductible Maximum:

$50,000 Each Occurrence

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 2010 07 04 and CG 2037 07 0.

Umbrella or Excess Liability Insurance Minimal Limits:

$5,000,000 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.

Automobile Liability Insurance Minimal Limits:

$1,000,000 Per Occurrence

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 Minimal Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance Minimal Limits:

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

Crime (Fidelity) Insurance Minimal Limits:

$1,000,000 Employee Theft Per Loss

Contractor must have their policy: (1) cover forgery and alteration, theft of money and securities, robbery and safe burglary, computer fraud, funds transfer fraud, money order and counterfeit currency, and (2) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as Loss Payees.

Professional Liability (Errors and Omissions) Insurance Minimal Limits:

$3,000,000 Each Occurrence $3,000,000 Annual Aggregate

Deductible Maximum:

$50,000 Per Loss

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities; and (c) if coverage is canceled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or purchase order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section;

(c) notify the Contract Administrator within 5 business days if any insurance is cancelled; and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not 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. Administrative Fee and Reporting. Contractor must pay an administrative fee of 1% on all payments made to Contractor under the Contract including transactions with the State (including its departments, divisions, agencies, offices, and commissions), MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made by check payable to the State of Michigan and mailed to:

Department of Technology, Management and Budget Cashiering P.O. Box 30681 Lansing, MI 48909

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

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

8. Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals.

A current list of MiDEAL members is available at www.michigan.gov/mideal. Upon written agreement between the State and Contractor, this contract may also be extended to: (a) State of Michigan employees and (b) other states (including governmental subdivisions and authorized entities).

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms. The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

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

9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. 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.

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.

http://www.michigan.gov/mideal

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

12. Background Checks. Upon request, 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, at least 90 calendar days before the effective date, the State 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

Schedule A.

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 Schedule A. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted, but noted deficiencies must be corrected;

or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 23, 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. Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in Schedule A. If the Contract Activities do not function as warranted during the warranty period the State may return such non-conforming Contract Activities to the Contractor for a full refund.

20. Terms of 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 performed as specified in Schedule A. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. Notwithstanding the foregoing, all prices are inclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

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

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT).

Contractor must register with the State at http://www.michigan.gov/cpexpress 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.

21. Reserved.

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 purchase 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. The State may terminate this Contract for cause, in whole or in part, if…