Michigan.gov/MiProcurement

REQUEST FOR PROPOSAL # 260000000610

Michigan Department of Transportation Detroit Transportation Service Center Left Turn Phasing to Traffic Signals - US-12 at Livernois Ave, Detroit Solicitation Manager Name: Ruth Thole Direct Phone: 517-335-4972 Email: TholeR@michigan.gov

This is a Request for Proposal (RFP) for contracting services to add a left turn phasing to existing traffic signals on US-12 (Michigan Ave.) at Livernois Ave. Work will require removing case signs and replacing with traffic signals, removing and replacing sidewalk, installing pushbutton pedestals, installing pushbuttons and signs, and other miscellaneous work to finish the job.

RFP Timeline

*A bidder’s proposal received at 12:00:01 p.m. Eastern is late and subject to disqualification.

This RFP is subject to change. Check www.michigan.gov/SIGMAVSS for current information.

PROPOSAL INSTRUCTIONS

1. PROPOSAL PREPARATION. The State recommends reading all RFP materials prior to preparing a proposal, particularly these Proposal Instructions and the Vendor Questions Worksheet. Bidders must follow these Proposal Instructions and provide a complete response to the items indicated in the table below. References and links to websites or external sources may not be used in lieu of providing the information requested in the RFP within the proposal. Include the bidder’s company name in the header of all documents submitted with your proposal. Note that all documents and information submitted as part of a proposal will become public record immediately upon receipt by the State. Proposals received by the State may be posted on the State’s publicly available website after bidders are notified of the award recommendation.

RFP Structure and Documentation

2. CONTACT INFORMATION FOR THE STATE. The sole point of contact for the State concerning this RFP is:

Ruth Thole, Solicitation Manager 517-335-4972 TholeR@michigan.gov Contacting any other State personnel, agent, consultant, or representative about this RFP may result in bidder disqualification.

3. MODIFICATIONS. The State may modify this RFP at any time. Modifications will be posted on www.michigan.gov/SIGMAVSS. This is the only method by which the RFP may be modified.

4. QUESTIONS. Bidder questions about this RFP must be emailed to the Solicitation Manager at TholeR@michigan.gov no later than 3:00 pm Eastern Time on December 30, 2026. In the interest of transparency, only written questions are accepted. Answers to questions will be posted on www.michigan.gov/SIGMAVSS.

5. DELIVERY OF PROPOSAL. The bidder must submit its proposal, all attachments, and any modifications or withdrawals electronically through www.michigan.gov/SIGMAVSS. The price proposal should be saved separately from all other proposal documents. The bidder should submit all documents in a modifiable (native) format (examples include but are not limited to Microsoft Word or Excel and Google Docs or Sheets). In addition to submitting documents in a modifiable format, the bidder may also submit copies of documents in PDF. Attachment file size is limited to 30 MB per document. Bidder’s failure to submit a proposal as required may result in disqualification. The proposal and attachments must be fully uploaded and submitted prior to the proposal deadline. Do not wait until the last minute to submit a proposal, as the SIGMA VSS system requires the creation of an account and entry of certain information, in addition to uploading and submitting the materials. The SIGMA VSS system will not allow a proposal to be submitted after the proposal deadline identified in the solicitation Closing On/Closing Date fields (Summary view/Detail view), even if a portion of the proposal has been uploaded.

Questions on how to submit information or how to navigate in the SIGMA VSS system can be answered by calling (517) 284-0540 or (888) 734-9749. The Solicitation Manager will not provide assistance related to the submittal of the proposal and all attachments on the day of the proposal deadline. Responsibility for a complete submission lies with the bidder. Note that all documents and information submitted in any manner as part of a proposal will become public record immediately upon receipt by the State. Proposals received may be posted by the State on the State’s publicly available website after bidders are notified of the award recommendation.

6. MANDATORY MINIMUM REQUIREMENTS. To avoid disqualification, the bidder must meet the following mandatory requirements. Only proposals meeting the mandatory minimum requirements will be considered for evaluation.

a. Bidder must be currently listed as a MDOT Prequalified Contractor in category L Electrical Construction.

The list of Prequalified Contractors may be found at https://mdotjboss.state.mi.us/PSVR/PrequalifiedContractors.htm.

b. In accordance with Public Act 10 of 2023 (see MCL - Act 10 of 2023 - Michigan Legislature), the bidder and all subcontractors of the bidder must be registered with the Michigan Department of Labor and Economic Opportunity (LEO) to perform work on State of Michigan projects. A copy of the bidder’s and their listed subcontractors’ active State Project Registration Confirmation letter (provided by LEO) must be submitted with bidder’s solicitation response.

Registration for State Project Contractor may be completed on the LEO website, LEO - Prevailing Wage.

7. EVALUATION PROCESS The State will evaluate each proposal on a PASS/FAIL basis based on the following criteria:

The State may utilize all bidder information to determine fair market value for goods or services sought. If applicable, the State’s evaluation will include consideration of a bidder’s qualified disabled veterans/service-disabled veteran owned business(QDV/SDVOB) status under MCL 18.1261(8). Additional information on the SDVOB preference is available at: Michigan.gov/SDVOB.

The State may but is not required to conduct an on-site visit to tour and inspect the bidder’s facilities; require an oral presentation of the bidder's proposal; conduct interviews, research, reference checks, and background checks; and request additional price concessions at any point during the evaluation process.

8. NOTICE OF DEFICIENCY. The State reserves the right to issue a Notice of Deficiency to bidders if the State determines after the proposal deadline that a portion of the RFP was deficient, unclear, or ambiguous. Failure to respond to a Notice of Deficiency timely may be cause for disqualification.

9. CLARIFICATION REQUEST. The State reserves the right to issue a Clarification Request to a bidder to clarify its proposal if the State determines the proposal is not clear. Failure to respond to a Clarification Request timely may be cause for disqualification.

10. RESERVATIONS. The State reserves the right to:

a. Disqualify a bidder for failure to follow these instructions.

b. Discontinue the RFP process at any time for any or no reason. The issuance of an RFP, your preparation and submission of a proposal, and the State’s subsequent receipt and evaluation of your proposal does not commit the State to award a contract to you or anyone, even if all the requirements in the RFP are met.

c. Consider late proposals if: (i) no other proposals are received; (ii) no complete proposals are received; (iii) the State received complete proposals, but the proposals did not meet mandatory minimum requirements or technical criteria; or (iv) the award process fails to result in an award.

d. Consider an otherwise disqualified proposal if no other proposals are received.

e. Disqualify a proposal based on: (i) information provided by the bidder in response to this RFP; (2) the bidder’s failure to complete registration on www.michigan.gov/SIGMAVSS ; or (3) if it is determined that a bidder purposely or willfully submitted false or misleading information in response to the RFP.

f. Consider prior performance with the State in making its award decision.

g. Consider overall economic impact to the State when evaluating proposal pricing and in the final award recommendation. This includes but is not limited to: considering principal place of performance, number of Michigan citizens employed or potentially employed, dollars paid to Michigan residents, Michigan capital investments, job creation, tax revenue implications, and economically disadvantaged businesses.

h. Consider total-cost-of-ownership factors (e.g., transition and training costs) when evaluating proposal pricing and in the final award recommendation.

i. Refuse to award a contract to any bidder that has failed to pay State taxes or has outstanding debt with the State.

j. Enter into negotiations with one or more bidders on price, terms, technical requirements, or other deliverables.

k. Evaluate the proposal outside the scope identified in the Evaluation Process section of this document if the State receives only one proposal.

11. AWARD RECOMMENDATION. The contract will be awarded to the responsive and responsible bidder who receives a PASS for each criterion and has the lowest price.

The State will publish an Award Recommendation and Evaluation Synopsis, by posting a Notice of Intent to Award (NIA1) on www.michigan.gov/SIGMAVSS.

12. DEBRIEF MEETING AND BID PROTEST. The State will post an Award Recommendation and Evaluation Synopsis which will provide instructions on how to request a debrief meeting.

If you wish to initiate a protest of the award, you must submit your written protest to Michael Meddaugh at MeddaughM@Michigan.gov no later than 3:00 p.m., three (3) business days after posting the Award Recommendation and Evaluation Synopsis on SIGMA VSS. The State reserves the right to adjust this timing and will publish any change.

Additional information about the protest process is available at DTMB - Programs and Policies (michigan.gov) under the “Bidder Protests” link.

13. STATE ADMINISTRATIVE BOARD. Contracts equal to or greater than $500,000 require approval by the State Administrative Board. The State Administrative Board’s decision is final; however, its approval does not constitute a contract. The award process is not complete until the awarded contractor receives a contract fully executed by all parties.

14. GENERAL CONDITIONS. The State will not be liable for any costs, expenses, or damages incurred by a bidder participating in this solicitation. The bidder agrees that its proposal will be considered an offer to do business with the State in accordance with its proposal, including the Contract Terms, and that its proposal will be irrevocable and binding for a period of 180 calendar days from date of submission. If a contract is awarded to the bidder, the State may, at its option, incorporate any part of the bidder’s proposal into a contract. This RFP is not an offer to enter into a contract. This RFP may not provide a complete statement of the State’s environment or contain all matters upon which agreement must be reached. The bidder understands that their proposal will become public record immediately upon receipt by the State. Other than verified trade secrets, proposals submitted via www.michigan.gov/SIGMAVSS are the State’s property.

15. THE FREEDOM OF INFORMATION ACT. As a public record, all portions of the bidder’s proposal and resulting contract are subject to disclosure as required under Michigan’s Freedom of Information Act (FOIA), MCL 15.231, et seq.

a. NO ADVICE. The State will not advise a bidder as to the nature or content of documents entitled to protection from disclosure under FOIA or other laws, as to the interpretation of such laws, or as to the definition of trade secret or financial or proprietary information. Nothing contained in this provision will modify or amend requirements and obligations imposed on the State by FOIA or other applicable law.

b. The State has the final authority to determine whether the materials are exempt from disclosure under FOIA. Bidder forever releases the State, its departments, subdivisions, officers, and employees from all claims, rights, actions, demands, damages, liabilities, expenses and fees, which arise out of or relate to the disclosure of all or a portion of bidder’s proposal submitted under this RFP. Bidder must defend, indemnify and hold the State, its departments, subdivisions, officers, and employees harmless, without limitation, from and against all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to any FOIA request, including potential litigation and appeals, related to the portion of bidder’s proposal submitted under this RFP that bidder has identified as a trade secret, or financial or proprietary information. The State will notify bidder in writing if indemnification is sought. The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense, or any portion thereof, if the State deems necessary. Bidder will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. If a State employee, official, or law is involved or challenged, the State may control the defense of that portion of the claim. Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

vendor questions worksheet Provide a detailed response to each question. “You” and “company” refers to the bidder. Information in this section such as legal name, doing business as, vendor customer code, business address, etc MUST match your Vendor Profile in SIGMA VSS.

1. Contact Information

Bidder’s sole contact person during the RFP process:

Name:

Title:

Address:

Phone Number:

Email:

Person authorized to receive and sign a resulting contract:

Name:

Title:

Phone Number:

Email:

Sole contact authorized to give and receive Notices (see Standard Contract Terms, Point 2.)

Name, email address, and phone number. Include address if different than legal business address

Contractor’s Contract Administrator (see Standard Contract Terms, Point 3.)

Name, email address, and phone number. Include address if different than legal business address

Contractor’s Program Manager (see Standard Contract Terms, Point 4.)

Name, email address, and phone number. Include address if different than legal business address

2. Company Background Information

Legal business name.

Legal business address.

Business entity designation, e.g., sole proprietor, corporation, LLC, or LLP.

What state was the company formed in.

Phone number.

Legal business name and address of parent company, if any.

Has bidder ever been debarred, suspended, or disqualified from bidding or contracting with any entity, including the State of Michigan? If yes, provide the date, the entity, and details about the situation.

Has your company been a party to litigation against the State of Michigan? If the answer is yes, then state the date of initial filing, case name and court number, and jurisdiction.

Within the last 5 years, has your company or any of its related business entities defaulted on a contract or had a contract terminated for cause? If yes, provide the date, contracting entity, type of contract, and details about the termination or default.

Under MCL 18.1261, a “qualified disabled veteran” means a business entity that is 51% or more owned by 1 or more veterans with a service-connected disability. A “service-connected disability” means a disability incurred or aggravated in the line of duty in the active military, naval, or air service as described in 38 USC 101(16).

To demonstrate qualification as a qualified disabled veteran, you must provide:

In lieu of the documentation identified above, the Contractor may provide proof of certification by the National Veterans Business Development Council.

4. Standard Contract Terms

☐ Do not agree will all Contract Terms

5. Michigan Voluntary Protection Program

Bidder must disclose any violations of state or federal labor, antidiscrimination and employment laws and regulations received within the past five years.

Bidder must disclose any violations of state or federal environmental laws and regulations received within the past five years.

7. Other

Schedule A – statement of work contract activities Request for Proposal (RFP) No. 260000000610 Left Turn Phasing to Traffic Signals - US-12 at Livernois Ave, Detroit This schedule identifies the anticipated requirements of any Contract resulting from this RFP. The term “Contractor” in this document refers to a bidder responding to this RFP, as well as the Contractor who is awarded the contract. The term “bidder” is used to identify where specific responses to the RFP are required.

The Contractor must respond to each requirement or question and explain how it will fulfill each requirement. Attach any supplemental information and appropriately reference within your response.

IMPORTANT NOTE TO CONTRACTORS/BIDDERS: There are specific requirements for which acceptance must be simply acknowledged through a checkbox(es), and others that require further explanation. Click one checkbox and complete the entries as identified.

SCOPE

Michigan Department of Transportation (MDOT), Detroit Transportation Service Center (TSC) is seeking a Prequalified Maintenance Contractor to add left turn phasing to the existing traffic signals located on US-12 (Michigan Avenue) at Livernois Avenue in the City of Detroit. Work will require removing case signs and replacing with traffic signals; removing and replacing sidewalk, installing pushbutton pedestals, installing pushbuttons and signs, and miscellaneous work to finish the job. All work must be in accordance with these Contract Provisions, Attachments, and referenced Documents (the “Contract Activities”).

1. Requirements

1.1. General Requirements

A. The Contractor shall provide all labor, material, equipment, supervision, and any incidental services or items required to perform Contract Activities.

B. All materials and workmanship must be in accordance with the MDOT Standard Specifications for Construction, 2020 Edition [see MDOT 2020 Standard Specifications for Construction [WEB]-linked (michigan.gov)].

C. The Contractor shall conduct and supervise work as to ensure its completion in accordance with the terms of this contract and the approved progress schedule.

1.2 Specific Requirements

See Attachment 1 - 224218 Removal and Construction Sheets for design plans, materials, and additional specifications/information for this project.

1.3 Bond Requirements

If the awarded contract amount is $50,000 or more, the Contractor must furnish performance and lien bonds each for not less than 100% of the total contract price. The bonds must be on forms provided by MDOT. The bonds must meet the requirements of Michigan law and MDOT and include other items such as the Powers of Attorney and Endorsement as specified by MDOT. The same surety responsible for writing the performance bond must write the lien bond. It is the Contractor’s responsibility to ensure that the lien bond conforms with the terms of MCL 570.101 et seq.

1.4 Project Prevailing Wage Requirements

The Contractor (and its Subcontractors) must pay all mechanics and laborers employed directly on the site of the work, unconditionally and at least once a week, and without subsequent deduction or rebate on any account, the full amounts accrued at time of payment, computed at wage rates not less than those stated in the advertised specifications as prevailing wages based on locality, regardless of any contractual relationship which may be alleged to exist between the Contractor or subcontractor and the laborers and mechanics.

Contractor must post the scale of wages to be paid in a prominent and easily accessible place at the site of the work. See Attachment 2 – Prevailing Wage Information and Rates for Wayne County for scale of wages. The attached schedule, along with Prevailing Wage Rates for all counties, may also be found at LEO - Prevailing Wages By County.

Certified payroll must be submitted through the MDOT labor compliance program tracker (LCPTracker) website LCPtracker. The Contractor must specify a Certified Payroll Approver who will be responsible for entering certified payroll in LCPTracker.

Certified Payroll Approver Contact Information Name

Email Address

Phone Number

List all exception(s):

2. Service Timeframe All Contract Activities should not commence prior to April 15, 2026 unless an earlier start date is approved by the MDOT Program Manager due to favorable weather conditions.

All Contract Activities must be completed by May 15, 2026.

Work not completed by the completion date or within the specified time frame will incur liquidated damages at the rate specified in Section 9 Liquidated Damages.

List all exception(s):

3. Acceptance The MDOT Program Manager or designee will determine final acceptance of the work performed and ensure conformance to the MDOT 2020 Standard Specifications for Construction.

List all exception(s):

4. Staffing

4.1. Contractor Program Manager

The Contractor must appoint one individual specifically assigned to State of Michigan accounts, who will respond to State inquiries regarding the Contract Activities (the “Contractor Program Manager”).

The Contractor must notify the Contract Administrator at least 14 calendar days before removing or assigning a new Contractor Program Manager.

Contractor Program Manager Contact Information Name

Title

Office Phone

Mobile Phone

Email Address

4.2. Emergency Contact and 24/7 Telephone Number

The Contractor must specify two emergency contacts who must be available if the Project Manager cannot be reached. Emergency contacts must be available 24 hours a day, 7 days a week.

Primary Emergency Contact Information Name

Title

24/7 Phone Number

Secondary Emergency Contact Information Name

Title

24/7 Phone Number

4.3. Disclosure of Subcontractors

Per MDOT 2020 Standard Specifications for Construction, Section 108.01, if any Contract Activities will be performed by a sub-contractor(s), the sub-contractor(s) must be prequalified by MDOT to perform the classification of the proposed work. The Contractor must use its own organization to perform work amounting to not less than 35% of the contract amount.

Note: All listed subcontractors must be registered with LEO as State Project Contractors. A copy of each subcontractor’s active State Project Registration Confirmation letter must be submitted with bidder’s solicitation response.

If the Contractor intends to utilize subcontractors, the Contractor must disclose the following:

The legal business name, address, telephone number of the subcontractor(s):

A description of subcontractor’s organization and the services it will provide and information concerning subcontractor’s ability to provide the Contract Activities:

The relationship of the subcontractor to the Bidder:

Whether the Bidder has a previous working experience with the subcontractor.

If yes, provide the details of that previous relationship:

A complete description of the Contract Activities that will be performed or provided by the subcontractor:

Of the total bid, the price of the subcontractor’s work:

Bidder must provide information based on the work performed by all subcontractors

Total percentage of work that will be performed by subcontractors:

List all exception(s):

5. Project Management

5.1. Project Control

The Contractor will carry out this project under the direction and control of the MDOT Program Manager. Any questions regarding Contract Activities are to be addressed to the MDOT Program Manager. The MDOT Program Manager for this project is:

Sami Kaffarani KaffaraniS@michigan.gov 313-969-7055

5.2. Project Plan

Within 15 days of Contract execution, the Contractor must submit a project plan to the Program Manager for final approval. The plan must include the project schedule showing sub-projects, tasks, and resources required.

5.3. Meetings

The Contractor may be required to attend a preconstruction meeting with the Program Manager. The Program Manager will determine the time, and place for the preconstruction meeting. The meeting will be conducted after project award and may be rescheduled if there are delays in the award of the project.

The State may request other meetings as it deems appropriate.

List all exception(s):

6. Pricing Pricing is firm for the entire length of the Contract.

7. Order Authorizing Document The appropriate authorizing document for the Contract will be a State issued Purchase Order Contract.

8. Invoice and Payment

8.1. Invoice Requirements

All invoices submitted to the State must indicate: (a) invoice date; (b) vendor-generated invoice number; (c) purchase order/contract number; (d) description of the Contract Activities (pay item); (e) date of service; (f) quantity; (g) unit price; and (h) total price.

8.2. Payment Methods

As required by MCL 18.1283, the State will only disburse payments under this Contract through Electronic Funds Transfer (EFT).

The Contractor is responsible for ensuring current banking information is entered in the State vendor website: AdvantageVSS - SIGMA VSS (michigan.gov).

8.3. Procedure

All invoices must be submitted within 30 days of final work acceptance at the specific location. All invoices must be submitted via e-mail to the MDOT Program Manager, Sami Kaffarani, at KaffaraniS@michigan.gov.

List all exception(s):

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 Contract Activities are not completed by the date identified in the Statement of Work, the State is entitled to collect liquidated damages in accordance with the Table 108-1 of the 2020 Standard Specifications for Construction for each day Contractor fails to remedy the late or improper completion of the Work.

Table 108-1: Schedule of Liquidated Damages For Department Oversight

Calendar Day

List all exception(s):

Schedule B - Pricing

Request For Proposal No. 260000000610 Left Turn Phasing to Traffic Signals - US-12 at Livernois Ave, Detroit

1. The Contractor must provide a price proposal for the Contract Activities using the PRICE SCHEDULE table below. You may also submit an additional pricing schedule in a non-modifiable format (e.g., PDF). Failure to complete the pricing schedule as requested may result in disqualification of your proposal.

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

PRICE SCHEDULE

GRAND TOTAL PRICE

Standard Contract terms This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and the Contractor. This Contract will be effective approximately February 1, 2026 (“Effective Date”), and unless terminated, will expire on May 30, 2026 (the “Term”).

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables (the “Contract Activities”) described in a Statement of Work, the initial Statement of Work is attached as Schedule A – Statement of Work. An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities unless otherwise specified in a Statement of Work.

Contractor must: (a) perform the Contract Activities in accordance with this Contract, including the Statement of Work contained in Schedule A and the 2020 Standard Specifications for Construction; however, in the case of a conflict, Schedule A will control; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (i) comply with all State physical and IT security policies and standards which will be made available upon request; and (j) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

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

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

Ruth Thole MDOT Contract Services Division 425 W. Ottawa St.

Lansing, MI 48933 TholeR@michigan.gov 517-335-4972

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

Ruth Thole MDOT Contract Services Division 425 W. Ottawa St.

Lansing, MI 48933 TholeR@michigan.gov 517-335-4972

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”):

Sami Kaffarani MDOT Detroit TSC 1060 W. Fort St.

Detroit, MI 48226 KaffaraniS@michigan.gov 313-969-7055

5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in a Statement of Work) if, in the opinion of the State, it will ensure performance of the Contract.

6. Insurance Requirements. 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

Commercial General Liability Insurance

Minimum Limits:

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

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

Umbrella or Excess Liability Insurance

Minimum Limits:

$5,000,000 General Aggregate Contractor must have their policy follow form.

Automobile Liability Insurance

Minimum Limits:

$1,000,000 Per Accident Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimum Limits:

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

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).

7. Reserved.

8. Reserved.

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

Intellectual Property Rights. If a Statement of Work requires Contractor to create any intellectual property, Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein.

10. Subcontracting. Contractor may subcontract work in accordance with Subsection 108.01 of the 2020 Standard Specifications for Construction.

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

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

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

14. Change of Control. Contractor will notify the State, within 30 days of any public announcement or otherwise once legally permitted to do so, of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

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

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

16. Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in a Statement of Work. The State’s approvals, reviews, and inspections do not relieve the Contractor of its contractual obligations. The Contractor understands that any approvals, reviews, or inspections are undertaken for the sole use and information of the State and will not serve as a warranty as to the propriety of the Contractor’s performance.

If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 24, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

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

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 a Statement of Work. If the Contract Activities do not function as warranted during the warranty period, the State may return such non-conforming Contract Activities to the Contractor for a full refund.

20. Invoices and Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities provided as specified in a Statement of Work. Invoices must include an itemized statement of all charges. The State is exempt from federal excise tax, state and local sales taxes, and use taxes if the Contract Activities purchased under this Contract are for the State’s exclusive use. Contractor will not include the collection of taxes for which the State is exempt in any invoices or payments related to this Contract. The State is not responsible for taxes imposed or assessed on Contractor.

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

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