REQUEST FOR QUOTE # 260000000239

Michigan Department of Transportation Oakland Transportation Service Center

Fence Repair, As-Needed; along Roadway Right of Ways in Oakland County

Solicitation Manager Name: Ruth Thole Direct Phone: 517-335-4972 Email: TholeR@michigan.gov

This is a Request for Quote (RFQ) for fence repair services to be performed on an as-needed basis as requested by MDOT. Services consist of providing and erecting chain link fence or high-tensile wire fence, as needed along MDOT’s right of way in Oakland County.

RFQ Timeline

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

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

BID INSTRUCTIONS

Note to Bidders: This project is subject to the Prevailing Wage law. Please pay special attention to Section 6 of these Bid Instructions and Section 3 of Schedule A regarding the mandatory requirement for contractors/subcontractors who work on state projects.

1. BID RESPONSE PREPARATION. The State recommends reading all RFQ materials prior to preparing a bid response, particularly these Bid Instructions and the Vendor Questions Worksheet. Bidders must follow these Bid Instructions and provide a complete response where indicated.

RFQ Structure and Documentation

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

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

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

4. QUESTIONS. Bidder questions about this RFQ must be emailed to the Solicitation Manager at TholeR@michigan.gov no later than 3:00 pm Eastern Time on April 13, 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 SOLICITATION RESPONSE. Bidder may submit their bid response and all attachments either electronically through www.michigan.gov/SIGMAVSS or via email to TholeR@michigan.gov. Electronic submission must be submitted or email must be received in the email inbox by the Quote due date and time. This Request for Quote form must be provided as an attachment to the solicitation response.

Questions on how to submit information or how to navigate in the SIGMA VSS system must be addressed to the SIGMA Vendor Support helpdesk at SIGMA-Vendor@michigan.gov or (888) 734-9749.

6. MANDATORY MINIMUM REQUIREMENTS. To avoid disqualification the bidder must meet the following mandatory minimum requirement. Only bid responses submitted by bidders meeting the mandatory minimum requirements will be considered for evaluation.

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 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 solicitation response on a PASS/FAIL basis based on the following criteria:

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.

8. RESERVATIONS. The State reserves the right to:

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

b. Discontinue the RFQ process at any time for any or no reason. The issuance of an RFQ, your preparation and submission of a bid response, 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 RFQ are met.

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

d. Consider an otherwise disqualified bid response if no other bids are received.

e. Disqualify a bid response based on: (i) information provided by the bidder in response to this RFQ; (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 RFQ.

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

9. 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

10. BID PROTEST. 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.

11. 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 bid response will be considered an offer to do business with the State in accordance with its bid, including the Contract Terms, and that its bid will be irrevocable and binding for a period of 60 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 bid response into a contract. This RFQ is not an offer to enter into a contract. This RFQ may not provide a complete statement of the State’s environment or contain all matters upon which agreement must be reached.

a.

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 RFQ process:

Name:

Title:

Address:

Phone Number:

Email:

2. Company Information

SIGMA VSS Vendor/Customer Number.

Legal business name.

Legal business address.

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

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

4. State of Michigan Experience and Prior Experience

Does your company have experience working with the State of Michigan? If so, please provide a list (including the contract number) of the contracts you hold or have held with the State for the last 5 years.

5.

5. Standard Contract Terms

☐ Do not agree will all Contract Terms

Schedule A – SPECIFICATIONS & REQUIREMENTS Request for Quote (RFQ) No. 260000000239 Fence Repair, As-Needed; along Roadway Right of Ways in Oakland County

This Request for Quote is to procure services to repair fences in Michigan Department of Transportation (MDOT) right of ways. Services to be performed on an as-needed basis as requested by MDOT.

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

Oakland Transportation Service Center is seeking a Contractor to perform As-needed Fence Repair on State Trunklines across Oakland County. The Contractor will repair existing fencing by reattaching existing chain link fabric or by replacing fence posts, chain link fabric and/or high tensile wire rope, as needed, along MDOT’s trunkline right of ways (ROW). The Contract will cover a standardized list of pay items common to fence repairs.

1. REQUIREMENTS

1.1. General Requirements

A. The Contractor must provide all labor, materials, tools, equipment, supervision, and any incidental services or items required to perform fence repair services. Materials will include, but not limited to, 48” ROW chain link fabric, high tensile wire rope, and 48” fence posts.

B. The MDOT Project Manager or designee will contact the Contractor via telephone and/or email to request services. Locations for service performance may be along any trunkline within Oakland County will be as directed by the MDOT Project Manager.

C. The Contractor must notify the MDOT Project Manager at least five (5) days prior to commencement of any work on site.

D. 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)] and as directed by the MDOT Project Manager.

1.2. Traffic Control

The Contractor is responsible for all Traffic Control during performance of services.

A. The Contractor must supply, install, and maintain traffic control devices necessary for the protection of the public and the work site.

B. Traffic control must be in accordance with the Michigan Manual of Uniform Traffic Control Devices (MMUTCD) (see MDOT - Transportation Standards and Special Details) and must follow the MDOT guidelines for the type of Work Zone closure needed.

1.3. Equipment

A. The Contractor must furnish, operate, and maintain equipment of sufficient size and type to ensure fence repair services are performed in a timely and efficient manner.

B. All trucks and equipment in the work zone must have a Type A rotating beacon attached.

1.4. Personnel

A. Contractor’s crew personnel must have sufficient training, experience, and qualifications to perform the required tasks in an efficient and safe manner.

B. Crew must be appropriately attired and wear proper protective equipment while performing services. Crew must wear high-visibility safety apparel as specified in the MMUTCD, Sections 6D.03 and 6E.02.

1.5. Safety

Contractor must follow all MDOT and MIOSHA guidelines for safety.

Bidder response:

List all exception(s):

2. SERVICE REQUIREMENTS

2.1. Service Timeframe

Fence repair services must be completed within 14 calendar days from the day the Contractor receives request from MDOT Project Manager.

2.2. Work Hours

Normal working hours are 7:00 a.m. to 9:00 p.m., Monday through Friday excluding State Holidays.

2.3. Reporting

The Contractor must submit to the Program Manager any landfill manifest reports applicable to disposal of damaged fence.

Bidder response:

List all exception(s):

3. 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 1 – Prevailing Wage Rates for scale of wages in Oakland County. 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.

Bidder response:

List all exception(s):

4. STAFFING

4.1. MDOT Project Manager

The MDOT Project Manager for this project is:

William Bair BairW@michigan.gov 248-431-2887 Any questions regarding Contract Activities are to be addressed to the MDOT Project Manager.

4.2. Contractor Supervisor

The Contractor must appoint an individual who will be MDOT’s primary contact, will be specifically assigned to the Contract, will receive verbal and written work orders, and will respond to inquiries regarding work requests and service performance (the “Contractor Supervisor”).

Contractor Supervisor Contact Information:

Name

Title

Office Phone

Mobile Phone

Email Address

5. ACCEPTANCE

5.1. Acceptance, Inspection, and Testing

MDOT will use the following criteria to determine acceptance of the fence repair services.

· Inspection and testing including, but not limited to, proper installation depth and alignment of posts and tension testing of the chain link fabric.

· Checks for compliance with material specifications.

5.2. Final Acceptance

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

Bidder response:

List all exception(s):

6. PRICING

Pricing is firm as bid on Schedule B - Pricing.

7. INVOICE AND PAYMENT

7.1. 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 pay item; (e) date of service; (f) quantity; (g) unit price; and (h) total price.

7.2. Payment Terms

Payment terms are Net 45 Days.

7.3. Payment Methods

As required by MCL 18.1283, the State will only disburse payments under the 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).

7.4. Procedure

All invoices must be submitted within 30 days of final work acceptance at the specific location. All invoices must be submitted via email to the MDOT Project Manager, William Bair, at BairW@michigan.gov and to the MDOT Oakland Transportation Service Center at MDOT-Metro-OakTSC-Invoices@michigan.gov.

8. LIQUIDATED DAMAGES

Late or improper completion of fence repair services 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 services are not completed within 14 calendar days or if services do not meet the Acceptance critera, the Contractor must make corrections, at no additional cost to MDOT, within seven (7) calendar days of notice from the Project Manager. If corrections are not made within seven calendar days, the State is entitled to collect liquidated damages in the amount of $500 and an additional $100 per day for each day Contractor fails to remedy the late or improper completion of the Work.

Bidder response:

List all exception(s):

Michigan.gov/MiProcurement 1.

Schedule B – PRICING Request for Quote (RFQ) No. 260000000239 Fence Repair, As-Needed; along Roadway Right of Ways in Oakland County

2. The Bidder must provide a pricing schedule for the proposed Pay Items using Table below.

3. Price quotes must include all costs, including but not limited to, labor, materials, tools, equipment, supervision, mobilization/travel time, and all potential costs that Contractor may charge the State.

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

PRICE SCHEDULE

NOTE: The budget for this project is $49,999. The Purchase Order contract and total amount invoiced/paid will not exceed the budget amount. The specified monetary amount is not guaranteed. The MDOT Project Manager reserves the right to halt the work at any time and will ensure the $49,999 limit is not exceeded.

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and the Contractor. Contractor is deemed to have accepted these terms upon the earliest of Contractor’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. Contractor’s failure to deliver or comply with any of these terms, may result in damages against the Contractor and the termination of the Contract.

2. Delivery, Title and Risk of Loss. Contractor 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 Contractor 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. Contractor shall ensure that all deliverables and services (“Deliverables”) are provided to the State by the date and time specified on the Contract. If Contractor 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 Contractor 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 Contractor. Rejected Deliverables not removed by Contractor within 10 calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of such Deliverables as its own property. Contractor is responsible for filing, processing, and collecting all damage claims.

3. Inspection. The State may inspect the work and activities of Contractor, 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 Contractor’s expense: (a) a refund; (b) a credit; or (c) correction or replacement. If Contractor 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 Contractor any resulting costs incurred by the State plus an additional 10% administrative fee.

4. 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 Contractor shall be subject to deduction or setoff by the State against any claim the State may have against Contractor 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 Contractor does not register to receive payments at http://www.michigan.gov/SIGMAVSS, the State is not liable for failure to provide payment.

5. Warranties and Representations. Contractor 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) Contractor is the owner or licensee of all Deliverables it licenses, sells, or develops and Contractor 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) Contractor must assign or otherwise transfer to the State or its designee any manufacturer's warranty for the Deliverables; (f) Contractor 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) Contractor 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. Contractor 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.

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.

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

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, showing evidence of coverage as required within, to MDOT prior to the contract being executed; (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. Termination for Cause. The State may terminate the Contract, in whole or in part, at any time for cause in the event Contractor 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 Contractor for any amount, and Contractor 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.

8. 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.

9. Indemnification. Contractor 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 Contractor (or any of Contractor’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 Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of Contractor’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 Contractor, or its employees or affiliates, for any reason whatsoever.

10. Confidentiality. Contractor agrees that any information, including State Data, disclosed by the State in relation to the Contract will be used only in the performance thereof. Contractor 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, Contractor 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 Contractor. Nothing in this provision will restrict Contractor’s right to use or disclose any information which is or becomes known to the public without breach of this provision by Contractor or is rightfully obtained without restriction from other sources.

11. Reserved.

12. State Data. All data and information provided to Contractor 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, Contractor 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. Contractor will assume all costs incurred in compiling and supplying State Data. No State Data may be used for any marketing purposes.

13. Reserved.

14. 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.

15. Records Maintenance, Inspection, Examination, and Audit. The State or its designee may audit Contractor to verify compliance with the Contract. Contractor 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.

16. 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.

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

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

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

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

21. Prevailing Wage Act Statutory Provision. Contractor must comply with prevailing wage requirements, to the extent applicable to this Contract. As required by MCL 408.1112, if the Michigan Prevailing Wage Act, MCL 408.1101 et seq. applies to this Contract, construction mechanics (as defined in MCL 408.1101 (b)) are intended beneficiaries of the contractual prevailing wage, fringe benefit, and nondiscrimination nonretaliation requirements of the Contract. Any construction mechanic aggrieved by the failure of a Contractor or subcontractor to pay prevailing wages or benefits as specified in this Contract, or by a violation of MCL 408.1107, in addition to any other remedies provided in Public Act 10 of 2023 or by law, may bring an action in a court of competent jurisdiction against the Contractor or subcontractor for damages or injunctive relief and may be awarded reinstatement or other appropriate relief, and all damages sustained, together with actual costs and attorney fees at trial and on appeal. If the Michigan Prevailing Wage Act, MCL 408.1101 et seq. applies to this Contract, the rates of wages and fringe benefits to be paid to each class of construction mechanic (as defined in MCL 408.1101 (b)) by Contractor and subcontractors must not be less than the wage and fringe benefit rates prevailing in the locality in which the work is performed..

22. 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 (as defined in Executive Directive 2019-09), 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 covenant is a material breach of the Contract.

23. 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.

24. 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.

25. Non-Exclusivity. Nothing contained in the Contract is intended nor will be construed as creating any requirements contract with Contractor. The Contract does not restrict the State or its agencies from acquiring similar, equal, or like Deliverables from other sources.

26. Force Majeure. Neither party will be in breach of the Contract because of any failure arising from any disaster or acts of god that are beyond their control and without their fault or negligence. Each party will use commercially reasonable efforts to resume performance. Contractor will not be relieved of a breach or delay caused by its subcontractors. If immediate performance is necessary to ensure public health and safety, the State may immediately contract with a third party.

27. Media Releases. News releases (including promotional literature and commercial advertisements) pertaining to the Contract or project to which it relates must not be made without prior written State approval, and then only in accordance with the explicit written instructions of the State. Contractor will provide the State, for its review, copies of all presentations or articles being submitted for publication at least 30 calendar days in advance.

28. Website Incorporation. The State is not bound by any content on Contractor’s website unless expressly incorporated directly into the Contract.

29. Severability. If any part of the Contract, or these terms, is held invalid or unenforceable, by any court of competent jurisdiction, that part will be deemed deleted and the severed part will be replaced by agreed upon language that achieves the same or similar objectives. The remaining Contract terms will continue in full force and effect.

30. Waiver. Failure to enforce any provision of the Contract, or these terms, for any period of time will not constitute a waiver.

31. Survival. The provisions of these terms that impose continuing obligations, including warranties and representations, termination, indemnification, intellectual property, and confidentiality, will survive the expiration or termination of the Contract.

32. Entire Contract. The Contract and these terms constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. No terms on any invoice, quote, purchase order, website, browse-wrap, shrink-wrap, click-wrap or other non-negotiated terms and conditions provided with any of the Deliverables (including software and hardware) or documentation, whether by Contractor, Contractor, subcontractor, or any third-party, will constitute a part or amendment of the Contract or is binding on the State or any authorized user for any purpose.

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