RFP 260000002565 Winter Maintenance.docx

Request for Proposal 260000002565 Michigan Department of Transportation Davison Transportation Service Center Winter Maintenance (Snow & Ice Removal) Services for MDOT Davison TSC and Clio Park & Ride Solicitation Manager Name: Ruth Thole Direct Phone: 517-335-4972 Email: TholeR@michigan.gov This is a Request for Proposal (RFP) to establish a multi-year contract for services to perform snow and ice removal services for MDOT Davison TSC office and Clio Park & Ride lot facilities in Genesee County.

RFP Timeline

A bidder’s proposal received at 3:01 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 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 where indicated on 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, sole point of contact for this RFP is the Solicitation Manager. You must direct all questions to this individual.

Ruth Thole, Solicitation Manager 517-335-4972 TholeR@michigan.gov 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 on September 11, 2026. Only written questions will be accepted.

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

Delivery of Proposal You must submit your complete proposal, including all attachments, modifications, or withdrawals, electronically through www.michigan.gov/SIGMAVSS by 3:00 p.m. Eastern on Monday, September 21, 2026.

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 Please note: All submitted documents become public records upon receipt.

Evaluation Process The State will evaluate each proposal based on the following criteria:

1. Confidential Treatment Form is complete and signed

Responses to Vendor Questions are complete and acceptable to MDOT

Agreement with Standard Contract Terms

Responses on Schedule A are complete and acceptable to MDOT

Schedule B is complete

Schedule C is complete and acceptable to MDOT

The State will evaluate each proposal on a Pass/Fail basis.

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.

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 an on-site visit to inspect your facilities Request an oral presentation of your proposal Conduct interviews, reference checks or background checks Request additional price concessions Conduct refinement sessions to ensure clarity and alignment with requirements Acceptance of Contract Terms 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.

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.

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.

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 that receives a pass for each evaluation criteria and that has the lowest price.

The State will post the Award Recommendation and Evaluation Synopsis on www.michigan.gov/SIGMAVSS or in the same manner the RFP was originally published.

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 the Award Recommendation and Evaluation Synopsis is posted 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.

Award multiple contracts, optional-use contracts, or award by Contract Activity.

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

RFP 260000002565 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 260000002565 Winter Maintenance Services for MDOT Davison TSC and Clio Park & Ride Signed by:

Enter your name and title Enter your company name Signature:

RFP 260000002565 1

Date: Click or tap to enter a date.

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 260000002565 Winter Maintenance Services for MDOT Davison TSC and Clio Park & Ride 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

Bidder’s sole contact person during the RFP process:

1. Company Background Information

If receiving a contract under this RFP will increase your gross revenue by more than 25% from last year’s sales, explain how the company will scale-up to manage this increase.

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 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, you may provide proof of certification by the National Veterans Business Development Council.

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.

State of Michigan Experience and Prior Experience

Experience 1

Company name.

Contact name.

Contact role at time of project.

Contact phone.

Contact email.

State.

Zip.

2. What role did your company play?

3. How is this project experience relevant to the subject of this Solicitation?

Company name.

Contact role at time of project.

Contact phone.

Contact email.

State.

Zip.

2. What role did your company play?

3. How is this project experience relevant to the subject of this Solicitation?

Company name.

Contact role at time of project.

Contact phone.

Contact email.

State.

Zip.

2. What role did your company play?

3. How is this project experience relevant to the subject of this Solicitation?

Standard Contract Terms

Michigan Voluntary Protection Program

Michigan Economic Impact

Labor, Antidiscrimination and Environmental Law Compliance

Other

Response to State Requests

STANDARD CONTRACT TERMS

Bidder Instructions

Bidders must propose all changes utilizing the track changes feature in Word. Bidders must explain the reason for the requested change utilizing the comment feature in Word. Bidders who provide redlines as part of their initial bid submission but fail to note justifications for each red line provided, may be disqualified The State may choose not to accept any redlines proposed by Bidders after the initial bid submission. Additionally, General statements, such as that the Bidder reserves the right to negotiate the terms and conditions or extensive redlines, may be considered non-responsive.

☐ I confirm that I have read and understand the instructions provided above.

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and the Contractor. This Contract will be effective approximately October 1, 2026 (“Effective Date”), and unless terminated, will expire on September 30, 2027 (the “Term”).

This Contract may be renewed for up to two (2) additional one-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

1. Duties of Contractor.

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

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

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational 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 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.

Anna Swanson MDOT Contract Services Division 425 W. Ottawa St.

Lansing, MI 48933 SwansonA1@michigan.gov 517-230-2063

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”):

Anna Swanson MDOT Contract Services Division 425 W. Ottawa St.

Lansing, MI 48933 SwansonA1@michigan.gov 517-230-2063

Program Manager.

The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

Harold Inman MDOT – Davison Transportation Service Center 9495 E. Potter Rd.

Davison, MI 48423 InmanH@michigan.gov 248-431-2265

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.

Insurance Requirements.

2.1. 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.

2.2. 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.

2.3. 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.

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

2.4.1. 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;

2.4.2. 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

2.5. Proof of Insurance

2.5.1. Insurance certificates showing evidence of coverage as required herein must be submitted to the Contract Administrator within 10 days of the contract execution date.

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

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

2.5.4. All insurance certificates must clearly identify the Contract Number (e.g., notated under the Description of Operations on an ACORD form).

2.5.5. The State may require additional proofs of insurance or solvency, including but not limited to policy declarations, policy endorsements, policy schedules, self-insured certification or authorization, and audited financial statements.

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

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

2.7. 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

2.8. Non-Waiver. This Section 6 is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract, including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State.

Reserved.

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.

Reserved.

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 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.

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 a Statement of Work.

Acceptance.

Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in a Statement of Work. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are 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 plus an additional 10% administrative fee.

Reserved.

Reserved.

Reserved.

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…