RFP 260000002026 Trailer Mounted Sewer Jetters.docx

Request for Proposal # 260000002026 Department of Transportation Fleet Services, Transportation Systems Management Operations Trailer Mounted Sewer Jetters Solicitation Manager: Ruth Thole Direct Phone: 517-335-4972 Email: TholeR@michigan.gov This is a Request for Proposal (RFP) for the purchase of two Trailer Mounted Sewer Jetter.

RFP Timeline

A bidder’s proposal received at 3:01 Eastern is late and subject to disqualification.

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

Proposal Instructions Proposal Preparation Read All Materials: Before preparing your proposal, read all Request for Proposal (RFP) materials, especially the Proposal Instructions and the Vendor Questions Worksheet.

Follow Instructions: Follow the Proposal Instructions and respond completely to the items listed in the RFP Structure and Documentation table.

Provide Information Directly: Do not use references or links to websites or external sources instead of providing the requested information within your proposal.

Include Company Name: Ensure your company name is in the header of all documents submitted with your proposal.

Public Record Notice: Be aware that all documents and information submitted will become public records immediately upon receipt by the State.

RFP Structure and Documentation

Contact Information for the State The designated point of contact for this RFP is the Solicitation Manager listed on the Cover Page. All questions must be directed to this individual.

Contacting any other State employee, agent, consultant, or representative regarding this RFP may result in disqualification.

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.

Questions Any questions about this RFP must be emailed to the Solicitation Manager, Ruth Thole, at TholeR@michigan.gov by 3:00 p.m. Eastern Time on June 5, 2026. Only written questions will be accepted.

Answers to questions will be posted on www.michigan.gov/SIGMAVSS.

Delivery of Proposal The complete proposal, including all attachments, modifications, or withdrawals, must be submitted electronically through www.michigan.gov/SIGMAVSS by the deadline listed on the Cover Page.

Do not remove bidder boxes or format the documents using your own layout or letterhead. Failure to follow this process may result in your bid being considered non-responsive.

Submit all files in a modifiable (native) format, such as Microsoft Word, Excel, Google Docs, or Sheets. You may also include PDF versions in addition to any of the modifiable file types listed above.

Each file must be 30 MB or smaller.

Your entire proposal must be uploaded and submitted before the deadline. The SIGMA VSS system will not accept late submissions even if part of your proposal was uploaded on time.

Important: Do not wait until the last minute. Submitting a proposal requires creating an account, entering required information, and uploading all documents, which is time consuming.

The Solicitation Manager cannot assist with submission issues. You are responsible for ensuring your proposal is complete and submitted on time.

If you need help using SIGMA VSS, call:

(517) 284-0540 or

(888) 734-9749 Evaluation Process The State will evaluate each proposal on a Pass/Fail basis based on the following criteria:

1. Bidder is the manufacturer or has provided documentation that Bidder is an authorized distributer of the offered sewer jetter.

Confidential Treatment Form (CTF) is complete and signed.

Vendor Questions Worksheet is complete and responses acceptable to MDOT.

Standard Contract Terms are accepted (Vendor Questions Worksheet, Question 6).

Responses on Schedule A are complete and acceptable to MDOT.

Schedule B is complete.

Responses on Attachment 1 – Product Specifications are complete and offered specifications are acceptable to MDOT.

If proposing an alternate to the preferred make/model, product literature for the offered alternate is attached and show supporting data for the performance and design specifications and is acceptable to MDOT.

If applicable, the State will also consider whether you qualify as a Qualified Disabled Veteran/Service-Disabled Veteran-Owned Business (QDV/SDVOB) under MCL - Section 18.1261 - Michigan Legislature. For more information, visit DTMB - Service-Disabled Veteran-Owned Business Preference.

You are strongly encouraged to accept the State’s Contract Terms and Schedules as written. The State may consider your proposal non-responsive if you do not accept these terms.

A. If you propose changes to the Contract Terms or Schedules, you must:

· Submit them using track changes (i.e., visible edits), and

· Include a clear explanation for each proposed change. Utilize the comment feature in Word.

B. If you do not include tracked changes and explanations, the State will assume you accept the Contract Terms or Schedules as-is. General statements, such as reserving the right to negotiate terms, may also be considered non-responsive.

· Changes suggested only in the comments and not demonstrated in track changes format may be considered non-responsive for failure to follow directions.

The State may disqualify you if you fail to respond to requests for clarification or negotiation during the evaluation process by the deadline set by the Solicitation Manager.

At any point during the evaluation, the State may, but is not required to:

Conduct reference checks Request additional price concessions Notice of Deficiency The State may issue a Notice of Deficiency if, after the proposal deadline, the State determines that part of the RFP was unclear, ambiguous, or deficient.

If you receive a Notice of Deficiency, you must respond by the deadline set by the Solicitation Manager, or you may be disqualified.

Clarification Request The State may issue a Clarification Request if any part of your proposal is unclear.

If you receive a Clarification Request, you must respond by the deadline set by the Solicitation Manager, or you may be disqualified.

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.

Debrief Meeting and Bid Protest The State will publish 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.

Additional information about the protest process is available at DTMB - Programs & Policies under the “Bidder Protests” link.

State Administrative Board Contracts valued at $250,000 or more require approval by the State Administrative Board. The Board’s decision is final, however, its approval does not constitute a contract.

The award process is not complete until the selected contractor receives a contract that is fully executed by all parties.

General Conditions The State is not responsible for any costs, expenses, or damages you incur while participating in this solicitation.

By submitting a proposal, you agree that:

Your proposal is an offer to do business with the State based on the terms outlined in your submission, including the Contract Terms.

Your proposal is irrevocable and binding for 180 calendar days from the date of submission.

The State may choose to incorporate any part of your proposal into the final agreement if you are awarded a contract.

This RFP may not fully describe the State’s environment or include all terms that must be agreed upon.

Your proposal becomes a public record immediately upon receipt by the State. Except for verified trade secrets, all documents submitted through www.michigan.gov/SIGMAVSS become the property of the State.

Confidential Treatment Form and 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. However, the State may exempt some information from disclosure as permitted by law. Under MCL 18.1261(13)(b), records containing “a trade secret as defined under section 2 of the uniform trade secrets act, 1998 PA 448, MCL 445.1902,” are exempt from disclosure under FOIA. In addition, “financial or proprietary information” submitted with a bidder’s proposal is exempt from disclosure under FOIA. A bidder’s failure to comply with this Section is grounds for rejecting a bidder’s proposal as non-responsive. As a part of its proposal, each bidder must follow the procedure below.

Submit a completed Confidential Treatment Form with your bid. Completion and submission of the Confidential Treatment Form (CT Form) is required regardless of whether the bidder seeks confidential treatment of information. Failure to submit a completed CT Form may be cause for disqualification from the solicitation process. If a bidder fails to properly complete and submit the CT Form or otherwise fails to follow CT Form instructions, the proposal may be publicly disclosed in its entirety without redaction after an award recommendation.

Complete and sign Section 1 of the CT Form if the bidder does NOT request confidential treatment of information contained in its proposal; or Complete and sign Section 2 of the CT Form if the bidder requests confidential treatment of certain information. Bidder must also submit a copy of the proposal with the trade secret, financial, and proprietary information redacted and clearly labeled as the “PUBLIC COPY.”

Failure to complete and sign a CT Form may result in disqualification of the bidder. If a bidder fails to properly complete and submit the CT Form or otherwise fails to follow the CT Form instructions, the proposal, in its entirety, may be publicly disclosed by the State without redaction after an award recommendation.

FOIA requests. If a FOIA request is made for a bidder’s proposal, the Public Copy may be distributed to the public along with the bidder’s CT Form. The CT Form is a public document and serves as an explanation for the redactions to the Public Copy. Do not put any trade secret, financial, or proprietary information in the CT Form. Do not redact the CT Form itself.

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. The State is not obligated to notify a bidder if a FOIA request for bidder’s proposal is received nor if bidder’s proposal is made available to the public.

Failure to request confidential treatment. Failure to request material be treated as confidential as specified herein relieves the State, its agencies, and personnel from any responsibility for maintaining material in confidence.

Bids containing a request to maintain an entire proposal as confidential may be rejected as non-responsive. Bidders may not request confidential treatment with respect to resumes, pricing, and marketing materials. The State reserves the right to determine whether material designated as exempt by a bidder falls under MCL 18.1261 or other applicable FOIA exemptions. If a FOIA request is made for materials that the bidder has identified as trade secret, financial, or proprietary information, 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.

Reservations The State reserves the right to:

Disqualify you for not following the RFP instructions.

Cancel the RFP process at any time, for any reason or no reason. Issuing this RFP, receiving your proposal, and evaluating it does not obligate the State to award a contract, even if all requirements are met.

Adjust the timing for any section of this solicitation. Changes will be published.

Consider late proposals if:

No proposals are received No complete proposals are received Received proposals do not meet minimum or technical requirements The award process does not result in a contract Consider a disqualified proposal if no other proposals are received.

Disqualify your proposal based on:

Information you provide in your response Failure to register at www.michigan.gov/SIGMAVSS Submission of false or misleading information Consider your past performance with the State.

Evaluate the economic impact of your proposal, including:

Location of work Employment of Michigan residents Investment in Michigan Job creation Tax revenue Support for economically disadvantaged businesses Consider total cost of ownership, such as transition or training costs.

Refuse to award a contract if you owe State taxes or have outstanding debt.

Negotiate with one or more bidders on pricing, terms, or deliverables.

Use an alternative evaluation process if only one proposal is received.

RFP # 260000002026 1

CONFIDENTIAL TREATMENT FORM

INSTRUCTIONS. A signed and dated Confidential Treatment Form (CT Form) must be submitted with your proposal, regardless of whether your proposal contains confidential information.

1. Complete either Section 1 or Section 2 of this form and sign where indicated. Do not complete both sections. Note: Completion of Section 2 is required to request confidential treatment.

2. This form must be signed by the individual who signed the bidder’s proposal.

Failure to submit a completed CT Form with your bid is grounds for rejecting the proposal as non-responsive.

In addition, failure to follow the instructions on this form or to properly complete and submit it may result in the entire proposal being publicly disclosed by the State without redaction after an award recommendation.

See the Confidential Treatment Form and the Freedom of Information Act section of the Proposal Instructions for additional information.

Section 1. CONFIDENTIAL TREATMENT IS NOT REQUESTED This section must be completed, signed, and submitted with the proposal if the bidder does not request confidential treatment of any material contained in the proposal. If this section is completed, do not complete Section 2.

By signing below, the bidder affirms that confidential treatment of material contained in their proposal is not requested.

Solicitation Information: RFP # 260000002026 Trailer Mounted Sewer Jetters Signed by:

Enter your name and title Enter your company name Signature:

Date: Click or tap to enter a date.

RFP # 260000002026 1

Section 2. CONFIDENTIAL TREATMENT IS REQUESTED Bidders must complete, sign, and submit this section with the proposal, to request confidential treatment of any material contained in the proposal. If this section is completed, do not complete Section 1.

Bidders must specifically identify the information to be protected as confidential and/or proprietary and state the reasons why protection is necessary. As shown in the table below, the following details are required for each confidentiality request.

1. The proposal page number, section number, and paragraph number.

2. Whether the material referenced is Trade Secret (TS), Proprietary Financial Information (FI), or Proprietary Information (PI). Bidders may not request confidential treatment of resumes, pricing, and marketing materials.

3. An explanation of the specific legal grounds that support treatment of the material as TS, FI, or PI and a complete justification as to how the material falls within the scope of an applicable FOIA exemption or relevant case law. Bidders must not simply cite an applicable exemption or case name.

4. The person at their organization authorized to respond to inquiries by the State concerning the material and their contact information.

REQUIRED: Bidders completing this section must also submit a copy of the proposal with the trade secret, financial, and proprietary information redacted and clearly label this redacted copy as the PUBLIC COPY.

Bidders may add rows or additional pages using the same format shown in the table.

State of Michigan FOIA Requests The State reserves the right to determine whether material designated as exempt by a bidder falls under MCL 18.1261 or other applicable FOIA exemptions.

If a FOIA request is made for materials that the bidder has identified as trade secret, financial, or proprietary information, the State has the final authority to determine whether the materials are exempt from disclosure under FOIA.

The State is not obligated to notify a bidder if a FOIA request for bidder’s proposal is received nor if bidder’s proposal is made available to the public. This form, and any additional justification letters, are not exempt from release under FOIA.

By signing below, the bidder affirms that confidential treatment of material contained in their proposal is requested and has attached to this form a redacted “Public Copy” of the bidder’s proposal.

Solicitation Information: RFP # 260000002026 Trailer Mounted Sewer Jetters Signed by:

Enter your name and title Enter your company name Signature:

Date: Click or tap to enter a date.

VENDOR QUESTIONS WORKSHEET

Provide a detailed response to each question. “You” and “company” refers to the bidder.

1. Contact Information

1. Company Background Information

2. Qualified Disabled Veteran/Service-Disabled Veteran-Owned Business Program Under MCL 18.1261, a “qualified disabled veteran” means a business entity that is 51% or more owned by one 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.

3. Participation in RFP Development or Evaluation

If you enter “YES”, you are not eligible for contract award or to work as a subcontractor for the awarded vendor.

If you enter “YES,” you are not eligible for contract award. An awarded vendor may not partner or subcontract with anyone to provide goods and services required under a resulting contract if that subcontractor or partner assisted in the development of this solicitation.

If you enter “YES”, you are not eligible for contract award or to work as a subcontractor for the awarded vendor.

4. State of Michigan Experience and Prior Experience

Experience 1

State.

Zip.

State.

Zip.

State.

Zip.

5. Standard Contract Terms

6. Michigan Voluntary Protection Program

7. Michigan Economic Impact

8. Labor, Antidiscrimination and Environmental Law Compliance

9. Other

10. Response to State Requests

STANDARD CONTRACT TERMS

Vendor is deemed to have accepted these terms upon the earliest of vendor’s: written acceptance of these terms; commencement of work; receipt of payment; or submission of a bid, proposal, or other offer in response to a solicitation.

1. General. Vendor’s failure to deliver or comply with any of these terms, may result in damages against the Vendor and the termination of the Contract.

1. Delivery, Title and Risk of Loss. Vendor must pay all costs associated with packaging, freight, and shipping, and must ship all deliverables F.O.B. destination, inside delivery, unless otherwise specified in the Contract. Title and risk of loss or damage to deliverables remains with Vendor until the deliverables have been received, inspected and accepted by the State in accordance with these terms. All containers and packaging become the State’s exclusive property upon final acceptance. Vendor shall ensure that all deliverables and services (“Deliverables”) are provided to the State by the date and time specified on the Contract. If Vendor fails to provide the Deliverables in accordance with the Contract, the State may reject the delivery and terminate the Contract without any termination charges or penalties, and Vendor must pay all associated costs, including, but not limited to, expedited routing costs, return shipping charges, the procurement of the Deliverables from another source, and any storage removal, or disposal expenses. The risk of loss of rejected or non-conforming Deliverables remains with Vendor. Rejected Deliverables not removed by Vendor within 10 calendar days will be deemed abandoned by Vendor, and the State will have the right to dispose of such Deliverables as its own property. Vendor is responsible for filing, processing, and collecting all damage claims.

1. Inspection. The State may inspect the work and activities of Vendor, and its subcontractors, at all reasonable times and places before, during and after delivery of the Deliverables. All Deliverables are subject to final inspection and acceptance by the State notwithstanding any prior payments or inspections. Final inspection will take place within 30 calendar days of the later of the delivery date, installation, or completion of services. If any Deliverables are non-conforming or defective, the State is entitled to, at its option and at Vendor’s expense: (a) a refund; (b) a credit; or (c) correction or replacement. If Vendor fails to correct defects or replace non-conforming Deliverables within 10 calendar days, the State may, in addition to its other remedies: (i) reject such Deliverables; (ii) accept such Deliverables at a discount; or (iii) make such corrections or replace such Deliverables and charge Vendor any resulting costs incurred by the State plus an additional 10% administrative fee.

1. Payment. Invoices must include an itemized statement of all charges. All undisputed amounts are payable within 45 calendar days of the later of the State’s: (a) receipt of an invoice; or (b) final acceptance of the Deliverables. 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 may withhold payment in whole or in part for Deliverables the State determines are defective, untimely, or otherwise non-conforming to the Contract. All amounts due and payable by the State to Vendor shall be subject to deduction or setoff by the State against any claim the State may have against Vendor whether arising out of the Contract or any other transactions with the State. The State will only disburse payments through Electronic Funds Transfer (EFT). If Vendor does not register to receive payments at www.michigan.gov/SIGMAVSS, the State is not liable for failure to provide payment.

1. Warranties and Representations. Vendor represents and warrants: (a) all Deliverables furnished under the Contract will conform to all specifications and industry standards, and will be free from defects, including, where applicable and without limitation, defects in material, workmanship, and title; (b) Vendor is the owner or licensee of all Deliverables it licenses, sells, or develops and Vendor has the rights necessary to convey title, ownership rights, or licensed use; (c) all Deliverables are provided free from any security interest, lien, or encumbrance and will continue in that respect; (d) the Deliverables will not infringe the patent, trademark, copyright, trade secret, or other proprietary rights of any third party; (e) Vendor must assign or otherwise transfer to the State or its designee any manufacturer's warranty for the Deliverables; (f) Vendor will not negate, exclude, limit, or modify in any warranty otherwise available to the State in any way; (g) the Deliverables are merchantable and fit for the State’s intended use ; (h) the Deliverables furnished will conform in all respects to samples, advertisements, and other forms of representation made to the State; (i) the Contract signatory has the authority to enter into the Contract; (j) all information furnished and representations made in connection with the Contract is true, accurate, and complete, and contains no false statements or omits any fact that would make the information misleading, and the (k) Vendor is neither currently engaged in nor will engage in the boycott of a person based in or doing business with a strategic partner as described in 22 USC 8601 to 8606. Vendor agrees to promptly replace or correct any Deliverables not conforming to the foregoing warranty, without expense to the State, when notified of such non-conformity by the State. A breach of this Section is a material breach of the Contract.

1. Insurance Requirements.

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

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

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

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

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

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

e. Proof of Insurance

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

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

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

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

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

g. Limits of Coverage & Specific Endorsements.

Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $2,000,000 Products/Completed Operations $2,000,000 General Aggregate Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 20 10 12 19 and CG 20 37 12 19.

Automobile Liability Insurance

Minimum Limits:

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

Workers Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimum Limits:

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

h. Non-Waiver. This Schedule C 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.

1. Termination for Cause. The State may terminate the Contract, in whole or in part, at any time for cause in the event Vendor fails to comply with any of these terms, including, without limitation, late delivery or performance, the delivery of defective or non-conforming Deliverables, or failure to provide the State with reasonable assurances of future performance. In the event of termination for cause, the State will not be liable to Vendor for any amount, and Vendor will be liable to the State for any and all damages, including but not limited to, administrative fees, court costs, attorney fees, and cover costs. Any ineffectual termination for cause is hereby deemed a termination for convenience, effective as of the same date and limited to those rights.

1. Termination for Convenience. The State may immediately terminate the Contract, in whole or in part, without penalty and for any reason or no reason, including but not limited to, appropriation or budget shortfalls. Upon termination for convenience, the State will only pay for those Deliverables, not including standard stock, then in progress and which cannot be returned under these terms.

1. Indemnification. Vendor must defend, indemnify and hold the State, all of its instrumentalities, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Vendor (or any of Vendor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or other requirements contained in the Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Vendor (or any of Vendor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Vendor (or any of Vendor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable). Due to constitutional prohibitions, the State will not indemnify Vendor, or its employees or affiliates, for any reason whatsoever.

1. Confidentiality. Vendor agrees that any information, including State Data, disclosed by the State in relation to the Contract will be used only in the performance thereof. Vendor will keep the information confidential, will not disclose it to any third party, except as authorized by the State, and will only disclose it to those within its organization who need it for performance of the Contract. Upon completion or termination of the Contract, Vendor will return all such information to the State, or make such other disposition thereof as directed or approved by the State. No item furnished under the Contract, or tools, plans, designs, or specifications for producing the same, which have been specifically designed for or by the State, will be duplicated or used by Vendor. Nothing in this provision will restrict Vendor’s right to use or disclose any information which is or becomes known to the public without breach of this provision by Vendor or is rightfully obtained without restriction from other sources.

1. Proprietary Rights. All materials, tools, plans, designs, specifications, equipment, and other property either furnished by the State to Vendor or paid for by the State, will remain the property of the State, but the Vendor assumes the risks of, and will be responsible for, any loss or damage, until returned in good order to the State. Such property must be safely stored and properly maintained by Vendor. Upon completion of this Contract, Vendor will return such property to the State or to any other entity as the State may direct, in the condition in which it was received, manufactured or procured by Vendor, except for reasonable wear and tear and except if such property has been incorporated into the Deliverables.

1. State Data. All data and information provided to Vendor by or on behalf of the State, and all data and information derived therefrom, is the exclusive property of the State (“State Data”) and may only be used as specifically required by the Contract; this definition is to be construed as broadly as possible. Upon request, Vendor must provide to the State, or its third-party designee, all State Data within 10 calendar days of the request and in the format requested by the State. Vendor will assume all costs incurred in compiling and supplying State Data. No State Data may be used for any marketing purposes.

1. Reserved.

1. Limitation of Liability. The State is not liable for consequential, incidental, indirect, or special damages, regardless of the nature of the action. Under no circumstances will the State be liable for any amounts, in whatever form, in excess of the total aggregate value set forth in the Contract.

1. Records Maintenance, Inspection, Examination, and Audit. The State or its designee may audit Vendor to verify compliance with the Contract. Vendor must retain and provide to the State or its designee and the auditor general upon request, all financial and accounting records related to the Contract through the term of the Contract and for 4 years after the latter of termination, expiration, or final payment under the Contract or any extension.

1. Notices. All notices and other communications required or permitted under the 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.

1. Modifications. The Contract may not be amended except by signed agreement between the parties (a “Change Notice”).

1. Independent Contractor. Vendor is an independent contractor and assumes all rights, obligations and liabilities set forth in the Contract. Vendor, its employees, and agents are not considered employees of the State.

1. Subcontracting and Assignment. Vendor may not delegate or assign any of its obligations or rights under the Contract without the prior written approval of the State.

1. Compliance with Laws and Policies. Vendor must comply with all applicable federal, state and local laws, rules and regulations. Vendor must also comply with all applicable State physical and IT security policies and standards, which will be made available upon request.

1. Reserved.

1. Nondiscrimination. Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq., the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., and Executive Directive 2019-09, Contractor and its subcontractors agree not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, sexual orientation, gender identity or expression, height, weight, marital status, partisan considerations, any mental or physical disability, or genetic information that is unrelated to the person’s ability to perform the duties of a particular job or position. Breach of this Section is a material breach of this Contract.

1. Unfair Labor Practice. Under MCL 423.324, the State may void any Contract with a Contractor, Vendor, or subcontractor who appears on the Unfair Labor Practice register compiled under MCL 423.322.

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

1. Non-Exclusivity. Nothing contained in the Contract is intended nor will be construed as creating any requirements contract with Vendor.