MA_230000000187_CN2_Fully_Executed.pdf

Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 2.

to

Contract Number 230000000187.

C O

N T

R A

C T

R

5R Michigan Powersports LLC, dba Southgate Honda Powersports

S T

A

E

P ro g ra m M a n a g e r MIREP Coordinator MDOS

15150 Eureka Rd. 517.243.2122

Southgate, MI 48195 Motorcycling@Michigan.gov

Alex Reineke

C o n tr a c t

A d m in is tr a to r Jonathon Khon MDOS

419.422.1661 517.241.3886

Alex.Reineke@drivereineke.com Khonj@Michigan.gov

VS0315059

STATE OF MICHIGAN PROCUREMENT

Department of State 430 W. Allegan Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Michigan Rider Education Program (MI-REP) – Training Motorcycles

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

1/11/2023 1/10/2028 3, 1-year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45, Quick Pay 2% discount if paid within 10 days 20 Days, assuming inventory is available

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

Per Contract

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$73,502.81 $73,502.81 $73,502.81 DESCRIPTION: Effective 2/12/2025, Section 3.1 Contractor Representative and Section 3.2 Organizational Chart has also been updated per the attached Addendum. Schedule B has been updated to reflect model year 2024/2025. All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

mailto:Alex.Reineke@drivereineke.com

CHANGE NOTICE NO. 2 TO CONTRACT NO. 230000000187

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

MA 230000000187 CN2 Addendum

Section 3.1 Contractor Representative has been updated as follows:

Marc Vargas

Marc.Vargas@SouthgateHonda.com

734.374.7338

Section 3.2 Organizational Chart has been updated as follows:

Alex Reineke, Owner Carl Mason, General Manager Marc Vargas, Finance Manager Cody Wolf, Service Manager Matthew McGahey, Master Tech Cody Wolf, Parts Manager Aloria Gibson, Sales Cameron Carroll, Sales Brianna Edwards, Admin Nicholas Chadwick, Parts Carter Cuykendall, Shop Tech mailto:Marc.Vargas@SouthgateHonda.com

Mich igan.gov/MiProcure ment

SCHEDULE B - PRICING

Contract 231 230000000187

Michigan Rider Education Program (MI-REP) – Training Motorcycles

1. The pricing schedule should be submitted in a modifiable format (e.g. Microsoft Word or Excel); however, you may also submit an additional pricing schedule in a non-modifiable format (e.g., PDF).

2. Price proposals must include 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).

3. 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: 2% discount off invoice if paid within 10 days after receipt of invoice.

4. By submitting its proposal, the Contractor certifies that the prices were arrived at independently, and without consultation, communication, or agreement with any other Contractor.

5. If submitting pricing for more than one motorcycle, please copy the matrix below for each motorcycle.

Model Year- 2024/2025 Pricing

Training Motorcycle – Honda Rebel 300 ABS 12-month factory warranty

(Itemize below)

Motorcycle: CMX300 ABS $4,849

MSRP: $5,049

Document Fees: $230

Additional Cost Breakdown:

$359

Title Fee $15

Shipping and handling fee to Sponsor See table below

Manufacturer (FREIGHT/DESTINATION

CHARGE)

$600

Fuel fee $10

Palletizing fee $0

Grand Total Per Motorcycle (not including final shipping)

$6,063

Training Motorcycle – Honda Rebel 300 No ABS 12-month factory warranty

Motorcycle: CMX300 $4,549

MSRP: $4,749

$600

Fuel fee $10

Palletizing fee $0

$5,763

Training Motorcycle – Honda Rebel 500 No ABS (471cc) 12-month factory warranty

Motorcycle: CMX500A $6,199

MSRP: $6,399

Shipping and handling fee to Sponsor See table below

Manufacturer (FREIGHT/DESTINATION

CHARGE)

$600

Fuel fee $10

Palletizing fee $0

$7,413

ABS (412CC) 12-month factory warranty

Motorcycle: CMX500 ABS $6,499

MSRP: $6,699

Shipping and handling fee to Sponsor See table below

Manufacturer (FREIGHT/DESTINATION

CHARGE)

$600

Fuel fee $10

Palletizing fee $0

$7,713

SCHEDULE B – PRICING – SHIPPING COST

Public Sponsor Address Shipping Cost Per Truck 1-6 Bikes

Delta College 1961 Delta Road, University Center, MI 48710 $725.00

Glen Oaks Community College

62250 Shimmel Road, Centreville, MI 49032- 9719 $729.00

Grand Rapids Community College

622 Godfrey Ave SW, Grand Rapids, MI 49503 $725.00

Iosco Regional Educational Service

27 N Rempert Tawas City, 48763 $794.00

Lansing Community

5708 Cornerstone Drive Suite M-105 Lansing, MI 48917 $689.00

Lenawee Intermediate School District

1372 N. Main Street, Adrian, Michigan 49221 $650.00

Mott Community

2100 W. Thompson Rd Fenton, MI 48430 $600.00

Northern Michigan University

1401 Presque Isle Ave., Marquette, MI 49855 $1,190.00

Otsego County Sheriff 1254 Energy Dr.

Gaylord,MI $869.00

Schoolcraft College

Manufacturing Center, 13001 Merriman Rd.

Livonia, MI 48150. $400.00

Washtenaw

4800 East Huron River Drive Ann Arbor, MI 48105 $400.00

CONTRACT CHANGE NOTICE

Change Notice Number 1 .

to

Contract Number 230000000187.

N T

R A

C T

5R Michigan Powersports LLC, dba Southgate Honda Powersports

A g ra m M a n a g e r MIREP Coordinator MDOS

15150 Eureka Rd. 517.243.2122

Southgate, MI 48195 Motorcycling@Michigan.gov

Alex Reineke

C o n tr a c t

A d m in is tr a to r Jonathon Khon MDOS

419.422.1661 517.241.3886

Alex.Reineke@drivereineke.com Khonj@Michigan.gov

VS0315059

STATE OF MICHIGAN PROCUREMENT

Department of State 430 W. Allegan Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Michigan Rider Education Program (MI-REP) – Training Motorcycles

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

1/11/2023 1/10/2028 3, 1-year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45, Quick Pay 2% discount if paid within 10 days 20 Days, assuming inventory is available

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

Per Contract

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$73,502.81 $73,502.81 $73,502.81 DESCRIPTION: Effective 2/5/2024, the contract value has been updated to reflect the estimated value per FY23 purchases.

There has been a change of control, and the successor is 5R Michigan Powersports LLC, dba Southgate Honda Powersports.

The org chart has been updated per attachment. Schedule B pricing has been updated to reflect 2023/2024 model years. All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

mailto:Alex.Reineke@drivereineke.com

SCHEDULE B - PRICING

non-modifiable format (e.g., PDF).

2. Price proposals must include 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).

3. 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: 2% discount off invoice if paid within 10 days after receipt of invoice.

4. By submitting its proposal, the Contractor certifies that the prices were arrived at

Year- 2023 & 2024 Pricing

Training Motorcycle – Honda Rebel 300

$600

Fuel fee $10

Palletizing fee $0

Training Motorcycle – Honda Rebel 300

$600

Fuel fee $10

Palletizing fee $0

No ABS (471cc) 12-month factory

Shipping and handling fee to Sponsor See table below

Manufacturer (FREIGHT/DESTINATION

CHARGE)

$600

Fuel fee $10

Palletizing fee $0

Shipping and handling fee to Sponsor See table below

Manufacturer (FREIGHT/DESTINATION

CHARGE)

$600

Fuel fee $10

Palletizing fee $0

62250 Shimmel Road, 622 Godfrey Ave SW, 5708 Cornerstone Drive

1372 N. Main Street, 2100 W. Thompson

1401 Presque Isle

Manufacturing Center, 4800 East Huron River

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 231 230000000187 .

between

THE STATE OF MICHIGAN

and

N T

R A

C T

Genthe Powersports LLC

T

A g ra m

M an ag er

MIREP Coordinator MDOS

15150 Eureka Rd. 517.243.2122

Southgate, MI 48195 Motorcycling@Michigan.gov

Emily May Genthe C on tr a ct

A d m in is tr at o r Jonathon Khon MDOS

734.283.2600 517.241.3886

Emily_May@Genthe.com KhonJ@Michigan.gov

CV0055308

CONTRACT SUMMARY

DESCRIPTION:

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

1/11/2023 1/10/2028 3, 1-year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 20 Days, assuming inventory is available

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

Per Contract

MISCELLANEOUS INFORMATION

Purchase orders will come from the sponsor

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION 249,999.99

STATE OF MICHIGAN PROCUREMENT

Department of State 430 W. Allegan Lansing, MI 48933

Version 2022-3 1 of 31

SCHEDULE A – STATEMENT OF WORK

CONTRACT ACTIVITIES

Contract 231 230000000187

Resulting from (RFP) No. 220000002855

BACKGROUND

The Michigan Department of State assumed oversight of the Michigan Motorcycle Safety Program per Michigan Vehicle Code as amended by Public Act 103 of 2003. Through this program, grant monies are provided to Public Program Sponsor Institutions, such as school districts, colleges, law enforcement agencies and military organizations in support of motorcycle training programs certified by the Motorcycle Safety Foundation. Orders will be issued to Contractors based upon price, availability, and delivery schedule for motorcycles.

SCOPE

Contractor agrees to provide the motorcycles listed on Schedule B to any sponsor listed on Schedule C, Sponsor List. Motorcycles must meet all specifications listed below in General Requirements. If sponsor requests, the contractor will provide agreed upon training motorcycles for purchase and delivery if requested to any of the identified sponsors listed in Schedule C (attached) and follow all requirements and Contract activities listed in this contract.

REQUIREMENTS

a) The Contractor must provide a copy of their Michigan Dealer License.

b) The Contractor must provide a copy of their signed Franchise Agreement with respective manufacturer of motorcycles.

1. General Requirements

1.1. Product Specifications

The Contractor must provide motorcycles that meet the following specifications:

a) ENGINE SIZE RANGE: Greater than 120cc and less than 500cc.

b) ENGINE TYPE: Four stroke fuel injection or carbureted.

c) COOLING SYSTEM: Liquid cooled or air cooled.

d) STARTING SYSTEM: Electric.

e) ELECTRICAL SYSTEM: 12-volt electrical system with electronic ignition.

f) TRANSMISSION: Manual with clutch 5 or 6 speed.

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g) WEIGHT: 490 lbs. or less.

h) SEAT HEIGHT: Approximately 30 inches, unladen.

i) BRAKES: Disk in front, disk, or drum in rear.

j) STAND: A side kickstand (center stand optional).

k) FUEL CAPACITY: At least 2 U.S. gallons.

l) MIRRORS: Rearview mirrors on each side.

1.2. Warranties

Contractor must provide a new Manufacturer’s warranty that passes through to the State.

All Honda Motorcycles must come with a 12-month warranty. Contractor will handle all repairs and replacements by Honda Certified Technicians. Contractor will pick up when within 60 miles.

Sponsors will be responsible for contacting the Contractor.

Tuesday – Friday 10 am – 6 pm

Saturday 10 am – 4 pm

Contact: Service Department

734.374.7346

The State may require additional warranties other than those identified by the Contractor in its response to this RFP.

1.3. Recall Requirements and Procedures

Federal recalls must be disclosed to the Sponsor. The Contractor will make appointments for all repairs. All recalls are completed at Genthe Honda Powersports.

1.4. Quality Assurance Program

In addition to the Manufacturers quality assurance prior to leaving the factory, the Contractor must complete inclusive safety and quality inspection, along with any repairs.

Contractor must also provide a copy of the prep sheet report and owner’s manual, with each motorcycle.

1.5. Incentives

All bikes provided will be current model year or a newer model year at the agreed upon price stated in the bid.

2. Service Requirements

2.1. Timeframes

All Contract Activities must be delivered within 20 business days from receipt of order.

The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

Version 2022-3 3 of 31

2.2. Delivery

Delivery will be expected within 20 calendar days upon receipt of order, assuming inventory is available at that time. Delivery of assembled motorcycle will be made during normal business hours at Sponsors designated locations (See Schedule C – 2022 Public Sponsor List Motorcycle Distribution List) unless sponsor requests to pick up the motorcycle from the contractor.

2.3. Technical Support and Repairs

The Contractor must specify its number for the State to contact the Contractor for customer service, technical support, repairs, and maintenance. The Contractor must be available for calls and service during the following hours.

Tuesday – Friday 10 am – 6 pm

Saturday 10 am – 4 pm

Contact: Service Department

734.374.7346

2.4. Reporting

When Sponsor provides a delivery order to the Contractor. Contractor must submit the following to the Program Manager upon request

a) Scheduled delivery dates, quantities, and locations.

b) Written confirmation of delivery, quantities, and locations.

2.5. Meetings

The Contractor must attend the following meetings:

If requested by the MDOS Coordinator, the Contractor must attend a meeting at vendor facility with MDOS Coordinator prior to acceptance of the bid and must have offered model(s) on hand at the meeting site. The State may request other meetings as it deems appropriate.

3. Staffing

3.1. Contractor Representative

The Contractor must appoint a Contractor Representative specifically assigned to State of Michigan accounts who will respond to State inquiries regarding the Contract Activities, answer questions related to ordering and delivery, etc. (the “Contractor Representative”).

• Michael Korson

Michael_Korson@Genthe.com

734.530.0396

The Contractor must notify the Contract Administrator at least 30 calendar days before or after removing or assigning a new Contractor Representative.

mailto:Michael_Korson@Genthe.com

Version 2022-3 4 of 31

3.2. Organizational Chart

Emily May, Owner Michael Korson, Sales Manager Derek Chrysler, Service Manager Matthew McGahey, Master Tech Chris Taro, Parts Manager Crystal Harrison, Sales Nicholas Scheffler, Sales Marc Vargas, Sales Aloria Gibson, Sales Shayne McKay, Parts Cynthia Call, Admin Hunter Brock, Shop Assistant

3.3. Disclosure of Subcontractors

The Contractor will not be utilizing subcontractors. If the Contractor utilizes subcontractors, it must be disclosed and approved by the State prior to use.

3.4. Security

The Contractor will be subject to the following security procedures:

The Contractor’s staff may be required to make deliveries to or enter State/Educational facilities. The State may require the Contractor’s personnel to wear State issued identification badges. The State reserves the right to add additional security requirements as needed.

Delivery driver must have proper ID, Letter of Authorization, and dealership paperwork.

4. Pricing

4.1. Price Term

Pricing is firm for a 365-day period (“Pricing Period”). The first pricing period begins on the Effective Date. Adjustments may be requested in writing by either party and will take effect no earlier than the next Pricing Period. Final motorcycle pricing must include all applicable dealer fees and title issued to Sponsor prior to delivery.

4.2. Price Changes

Adjustments will be based on changes in actual Contractor costs. Any request must be supported by written evidence documenting the change in costs. The State may consider sources, such as the MSRP; Consumer Price Index; Producer Price Index;

other pricing indices as needed; economic and industry data; manufacturer or supplier letters noting the increase in pricing; and any other data the State deems relevant.

Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If the review reveals no need for modifications, pricing will remain unchanged unless mutually agreed to by the parties. If the review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual agreement.

Version 2022-3 5 of 31

The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

5. Ordering

5.1. Authorizing Document

The appropriate authorizing document for the Contract will be a purchase order issued to the dealer by the Sponsor.

5.2. Order Verification

The Contractor must have internal controls approved by MDOS Coordinator to verify abnormal orders and to ensure that only authorized individuals from the sponsor list place orders.

6. Delivery

6.1. Delivery Programs

The Contractor must explain the transportation method it intends on utilizing in delivery of the Contract Activities.

The contractor has a Genthe Honda branded box truck for deliveries and dedicated drivers.

6.2. Packaging and Palletizing

Packaging must be optimized to permit the lowest freight rate. Shipments must be transported in the safest method possible to prevent damage.

7. Acceptance

7.1. Acceptance, Inspection and Testing

The State will use the following criteria to determine acceptance of the Contract Activities:

A representative of the Michigan Rider Education Program must inspect all motorcycles upon delivery, to ensure that units are in accordance with Section 1.1 Product Specifications. Units failing this inspection must not be accepted and the dealer/manufacturer must repair, service or replace the unit(s) within 10 working days.

8. Invoice and Payment

8.1. Invoice Requirements

All invoices submitted per Sponsor’s request must include:

a) Contractor name

b) Contractor address

c) Sponsor name

d) Date

e) Purchase order number

f) Quantity

Version 2022-3 6 of 31

g) VIN number

h) Unit price

i) Shipping cost (if any)

j) Total price

8.2. Payment Methods

The Sponsor will make payment to the contractor for Contract Activities.

9. Liquidated Damages

Late or improper completion of the Contract Activities will cause loss and damage to the State, and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, if there is late or improper completion of the Contract Activities the State is entitled to collect liquidated damages in the amount of $500 and an additional $100 per day for each day Contractor fails to remedy the late or improper completion of the Work.

10. Additional Requirements

10.1. Environmental and Energy Efficiency Product Standards

The Contractor must identify any energy efficient, bio-based, or otherwise environmentally friendly products used in the products. Contractor must include any relevant third-party certification, including the verification of a United States Department of Agriculture certified bio-based product label. Contractor must describe how products that meet these requirements are identified or otherwise labelled.

10.2. Hazardous Chemical Identification

In accordance with the federal Emergency Planning and Community Right-to-Know Act, 42 USC 11001, et seq., as amended, the Contractor must provide a Material Safety Data Sheet listing any hazardous chemicals as defined in 40 CFR §370.2, to be delivered. Each hazardous chemical must be properly identified, including any applicable identification number, such as a National Stock Number or Special Item Number.

The Contractor must identify any hazardous chemicals that will be provided under any resulting contract.

10.3. Mercury Content

Pursuant to MCL 18.1261d, mercury-free products must be procured when possible.

The Contractor must explain if it intends to provide products containing mercury, the amount or concentration of mercury, and whether cost competitive alternatives exist. If a cost competitive alternative does exist, the Contractor must provide justification as to why the particular product is essential. All products containing mercury must be labeled as containing mercury.

10.4. Brominated Flame Retardants

The State prefers to purchase products that do not contain brominated flame retardants (BFRs) whenever possible. The Contractor must disclose whether the products contain

Version 2022-3 7 of 31

BFRs. Contractor must describe how products that meet these requirements are identified or otherwise labelled.

11.5 Perfluoroalkyl and Polyfluoroalkyl Substances (PFAS)

The Contractor must disclose whether a product or its components contain intentionally added PFAS. If the product or its components contain intentionally added PFAS the Contractor must:

a. provide an explanation with respect to the intentionally added PFAS contents, including the purpose for which PFAS are used in the product or its components, the types of PFAS used in the product or its components, and the amount of each PFAS used in the product or its components.

b. indicate whether the product will be labeled or packaged with information about the intentionally added PFAS contents.

c. identify any alternative products that do not contain intentionally added PFAS.

d. provide any additional information that would further the Department’s implementation of ED 2021-08.

https://content.govdelivery.com/attachments/MIEOG/2021/10/27/file_attachments/1978458/ED%202021-08.pdf

Version 2022-3 8 of 31

SCHEDULE B - PRICING

non-modifiable format (e.g., PDF).

2. Price proposals must include 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).

3. 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: 2% discount off invoice if paid within 10 days after receipt of invoice.

4. By submitting its proposal, the Contractor certifies that the prices were arrived at

Version 2022-3 9 of 31

Year- 2022 & 2023 Pricing

Training Motorcycle – Honda Rebel 300

$600

Fuel fee $10

Palletizing fee $0

Version 2022-3 10 of 31

Year- 2022 & 2023 Pricing

Training Motorcycle – Honda Rebel 300

$600

Fuel fee $10

Palletizing fee $0

Version 2022-3 11 of 31

Year- 2022 & 2023 Pricing

Training Motorcycle – Honda Rebel 500 No ABS (471cc) 12-month factory

Shipping and handling fee to Sponsor See table below

Manufacturer (FREIGHT/DESTINATION

CHARGE)

$600

Fuel fee $10

Palletizing fee $0

Version 2022-3 12 of 31

Year- 2022 & 2023 Pricing

Training Motorcycle – Honda Rebel 500

Shipping and handling fee to Sponsor See table below

Manufacturer (FREIGHT/DESTINATION

CHARGE)

$600

Fuel fee $10

Palletizing fee $0

Version 2022-3 13 of 31

62250 Shimmel Road, 622 Godfrey Ave SW, 5708 Cornerstone Drive

1372 N. Main Street, 2100 W. Thompson

1401 Presque Isle

Manufacturing Center, 4800 East Huron River

Version 2022-3 14 of 31

SCHEDULE C – SPONSOR LIST

Public Sponsor Address Phone Contact Email

Delta College 1961 Delta Road, University Center, MI 48710 989-686-9176

DAWN

JURIK dawnjurik@delta.edu

Glen Oaks Community College

62250 Shimmel Road, 9719 269-294-4276 Paul Aivars paivars@glenoaks.edu

College

622 Godfrey Ave SW, Grand Rapids, MI 49503 616-234-3714 Julie Parks jparks@grcc.edu

Iosco Regional Educational Service

City, 48763 989-362-3006 Jo Allen jallen@ioscoresa.net

Lansing

College

5708 Cornerstone Drive Suite M-105 Lansing, MI 48917 517-483-5250

Nancy Dietrich dietrin@star.lcc.edu

Lenawee Intermediate School District

1372 N. Main Street, Adrian, Michigan 49221 517-265-1713 Amy Hinkley amy.hinkley@lisd.us

Mott

College

2100 W. Thompson Rd Fenton, MI 48430 810-762-5004 Renee David renee.david@mcc.edu

Northern Michigan University

1401 Presque Isle Ave., Marquette, MI 49855 906-227-1514 Lori Malnor lmalnor@nmu.edu

Otsego County Sheriff

1254 Energy Dr.

Gaylord,MI 231-546-3142

Tim McPherson iridebmw@freeway.net

Schoolcraft

Schoolcraft College Manufacturing Center, 13001 Merriman Rd.

Livonia, MI 48150. 734-462-4594

Sean McGlinn smcglinn@schoolcraft.edu

College

4800 East Huron River Drive Ann Arbor, MI 48105 734-677-5060

James Lindsey Higginbottom lindseyh@wccnet.edu mailto:dawnjurik@delta.edu mailto:paivars@glenoaks.edu mailto:jparks@grcc.edu mailto:jallen@ioscoresa.net mailto:dietrin@star.lcc.edu mailto:amy.hinkley@lisd.us mailto:renee.david@mcc.edu mailto:lmalnor@nmu.edu mailto:iridebmw@freeway.net mailto:smcglinn@schoolcraft.edu mailto:lindseyh@wccnet.edu

Version 2022-3 15 of 31

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Genthe Powersports LLC (“Contractor”), a Michigan limited liability company. This Contract is effective on January 11, 2023 (“Effective Date”), and unless terminated, will expire on January 10, 2028 (the “Term”.

This Contract may be renewed for up to 3 additional 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:

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 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) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (i) comply with all State physical and IT security policies and standards which will be made available upon request; and (j) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

Notices. All notices and other communications required or permitted under this

Contract must be in writing and will be considered given and received: (a) when

Version 2022-3 16 of 31 verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

See Contract Administrator information shown below.

Emily May Genthe 15150 Eureka Road Southgate Mi 48195 Emily_May@Genthe.com 734-283-2600 Ext 1201

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:

Jonathon Khon 430 W. Allegan Lansing, MI, 48933 KhonJ@Michigan.gov 517.241.3886

Emily May Genthe 15150 Eureka Road Southgate Mi 48195 Emily_May@Genthe.com 734-283-2600 Ext 1201

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:

MIREP Coordinator 430 W. Allegan Lansing, MI 48933 Motorcycling@Michigan.gov 517.243.2122

Michael Korson 15150 Eureka Road Southgate, MI 48178 Michael_Korson@Genthe.com 734-530-0396

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

Insurance Requirements.

Contractor, at its sole expense, must maintain the insurance coverage identified below. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or otherwise 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.

TABLE 6.1

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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

Automobile Liability Insurance

Minimum Limits:

$1,000,000 Per Accident

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

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 3 years after completion of the Contract Activities; and (c) if coverage is cancelled 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 3 years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or delivery 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 insurance 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 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).

Reserved

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Reserved

Relationship of the Parties. The relationship between the parties is that of independent contractors. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

Intellectual Property Rights. If Schedule A, Statement of Work, requires Contractor to create any intellectual property, Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract

Activities and all associated intellectual property rights, if any. Such Contract

Activities are works made for hire as defined in Section 101 of the Copyright Act of

1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the

State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein.

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

Contract without the prior written approval of the State. Contractor must notify the

State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest.

If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

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

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

1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public

Act 427 of 2018. Upon request, or as may be specified in Schedule A, Contractor

Version 2022-3 19 of 31 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.

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

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

Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of

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

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

Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in Schedule A.

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 24, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to

Version 2022-3 20 of 31 number of days for re-submission that minimizes the overall impact to the Contract.

However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the

State premises with transportation and handling charges paid by Contractor, unless otherwise specified in Schedule A. All containers and packaging become the State’s exclusive property upon acceptance.

Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to

Contract Activities remains with Contractor. Contractor is responsible for filing, processing, and collecting all damage claims. The State will record and report to

Contractor any evidence of visible damage. If the State rejects the Contract Activities, Contractor must remove them from the premises within 10 calendar days after notification of rejection. The risk of loss of rejected or non-conforming Contract

Activities remains with Contractor. Rejected Contract Activities not removed by

Contractor within 10 calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of it as its own property. Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or disposition of rejected Contract Activities.

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.

Invoices and Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities provided as specified in 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 fees are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies

Version 2022-3 21 of 31 or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

Excluding federal government charges and terms, Contractor warrants and agrees that each of the fees, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent fees, economic or product term or warranty being offered to any commercial or government customer

(including any public educational institution within the State of Michigan) of

Contractor. If Contractor enters into any arrangements with another customer of

Contractor to provide the products or services, available under this Contract, under more favorable prices, as the prices may be indicated on Contractor’s current U.S.

and International price list or comparable document, then this Contract will be deemed amended as of the date of such other arrangements to incorporate those more favorable prices, and Contractor will immediately notify the State of such fee and formally memorialize the new pricing in a change notice.

Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Schedule A. The parties understand and agree that any liquidated damages (which includes but is not limited to applicable credits) set forth in this Contract are reasonable estimates of the State’s damages in accordance with applicable law. The parties acknowledge and agree that Contractor could incur liquidated damages for more than 1 event. The assessment of liquidated damages will not constitute a waiver or release of any other remedy the State may have under this Contract for Contractor’s breach of this Contract, including without limitation, the

State’s right to terminate this Contract for cause under Section 24 and the State will be entitled in its discretion to recover actual damages caused by Contractor’s failure to perform its obligations under this Contract. However, the State will reduce such actual damages by the amounts of liquidated damages received for the same events causing the actual damages. Amounts due the State as liquidated damages may be set off against any fees payable to Contractor under this Contract, or the State may bill Contractor as a separate item and Contractor will promptly make payments on such bills.

Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) http://www.michigan.gov/SIGMAVSS

Version 2022-3 22 of 31 issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or delivery order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 25, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

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

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

Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, Version 2022-3 23 of 31 training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to

Contractor by any entity, agent, vendor, or employee of the State; (d) 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 (e) 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.

Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating…