Revised 2/2019
CONTRACT CHANGE NOTICE
Change Notice Number 2 .
to
Contract Number 591B7700007.
CONTRACTOR
Owen Tree Service, Inc.
STATE
Program
Manager
Mike Metiva MDOT
225 N. Lake George Rd.
989-754-0784 Ext.255
Attica, MI 48412
Metivam@michigan.gov
Randy Owen
Contract
Administrator
Laura Dotson MDOT
810-724-6651 (office)
810
-
343
-
1197 (cell)
517-335-5840
rowen@owentree.com
Dotsonl2@michigan.gov
CONTRACT SUMMARY
DESCRIPTION:
Tree and Shrub Removal Services, MDOT-Bay Region
INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE
INITIAL AVAILABLE
OPTIONS
EXPIRATION DATE BEFORE
CHANGE(S) NOTED BELOW
10/1/2016 9/30/2019 2, 1 year 9/30/2020
PAYMENT TERMS DELIVERY TIMEFRAME
Net 45
ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING
☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No
MINIMUM DELIVERY REQUIREMENTS
Per contract specifications
DESCRIPTION OF CHANGE NOTICE
OPTION LENGTH OF OPTION EXTENSION
LENGTH OF
EXTENSION
REVISED EXP. DATE
☒
1 year
☐
9/30/2021
CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE
$1,069,200.00 $0.00 $1,069,200.00
DESCRIPTION: Effective 9/30/2020, the State is exercising the second contract option year. The revised contract
expiration date is 9/30/2021. All terms, conditions, and pricing remain the same.
STATE OF MICHIGAN
PROCUREMENT
Michigan
Department of
Transportation
4
25
Ottawa, Lansing, MI 48933
Revised 2/2019
CHANGE NOTICE NO. 2 TO CONTRACT NO. 591B7700007
FOR THE CONTRACTOR:
Owen Tree Service Inc.
Company Name
Authorized Agent Signature
Randy J. Owen, President
Authorized Agent
(Print or Type)
6/19/2020
Date
FOR THE STATE:
Signature
Carol Rademacher, for the Department
Director
Name & Title
Michigan Department of Transportation
Agency
6/30/2020
Date
Revised 2/2019
CONTRACT CHANGE NOTICE
Change Notice Number 1 .
to
Contract Number 591B7700007.
CONTRACTOR
Owen Tree Service, Inc.
STATE
Program
Manager
Mike Metiva MDOT
225 N. Lake George Rd.
989-754-0784 Ext.255
Attica, MI 48412
Metivam@michigan.gov
Randy Owen
Contract
Administrator
Laura Dotson MDOT
810-724-6651 (office)
810
-
343
-
1197 (
cell)
517-373-2134
rowen@owentree.com
Dotsonl2@michigan.gov
CONTRACT SUMMARY
DESCRIPTION:
Tree and Shrub Removal Services, MDOT-Bay Region
INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE
INITIAL AVAILABLE
OPTIONS
EXPIRATION DATE BEFORE
CHANGE(S) NOTED BELOW
10/1/2016 9/30/2019 2, 1-year 9/30/2019
PAYMENT TERMS DELIVERY TIMEFRAME
Net 45
ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING
☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No
MINIMUM DELIVERY REQUIREMENTS
Per contract specifications
DESCRIPTION OF CHANGE NOTICE
OPTION LENGTH OF OPTION EXTENSION
LENGTH OF
EXTENSION
REVISED EXP. DATE
☒
1 year
☐
9/30/2020
CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE
$1,069,200.00 $0.00 $1,069,200.00
DESCRIPTION: Change Notice #1 to exercise the first available option year. All terms, conditions, and pricing
remain the same.
STATE OF MICHIGAN
PROCUREMENT
Michigan
Department of
Transportation
4
25
Ottawa
, Lansing, MI 48933
Revised 2/2019
CHANGE NOTICE NO. 1 TO CONTRACT NO. 591b7700007
FOR THE CONTRACTOR:
Owen
Tree Service, Inc.
Company Name
Authorized Agent Signature
Randy J. Owen
Authorized Agent
(Print or Type)
8/7/
2019
Date
FOR THE STATE:
Signature
Carol Rademacher
, for the Department Director
Name & Title
M
ichigan Department of Transportation
Agency
8/12/
2019
Date
1
NOTICE OF CONTRACT
CONTRACT NO. 591B7700007 .
between
THE STATE OF MICHIGAN
and
CONTRACTOR
Owen Tree Service Inc.
STATE
Program
Manager
Mike Metiva MDOT
225 N. Lake George Rd.
989-754-0784 Ext.255
Attica, MI 48412
Metivam@michigan.gov
Randy Owen
Contract
Administrator
Laura Dotson MDOT
810-724-6651 (office)
810
-
343
-
1197 (cell)
517-373-2134
rowen@owentree.com
Dotsonl2@michigan.gov
1846
CONTRACT SUMMARY
DESCRIPTION:
Tree and Shrub Removal Services, MDOT
-
Bay Region
INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE
INITIAL AVAILABLE
OPTIONS
EXPIRATION DATE BEFORE
CHANGE(S)
NOTED BELOW
10/1/2016 9/30/2019 2, 1 year
PAYMENT TERMS DELIVERY TIMEFRAME
Net 45
ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING
☐ P-card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No
MINIMUM DELIVERY REQUIREMENTS
MISCELLANEOUS INFORMATION
This Contract Agreement is awarded on the basis of our inquiry bearing the solicitation#059116B0008617.
Orders for the delivery will be issued directly by the Department of Transportation through the issuance of
a Purchase Order
ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION
$1,069,200.00
STATE OF MICHIGAN
PURCHASING UNIT
Department of Transportation
425 W. Ottawa, Lansing, M
I
489
1
3
P.O. Box 30050, Lansing, MI 48909
2
CONTRACT NO. 591B700007
FOR THE CONTRACTOR:
Owen Tree Service Inc.
Company Name
Authorized Agent Signature
Randy J. Owen
Authorized Agent
(Print or Type)
9/30/2016
Date
FOR THE STATE:
Signature
Demetrius A. Parker, Administrator
Name & Title
Michigan De
partment of Transportation
Agency
10/4/2016
Date
3
STATE OF MICHIGAN
Contract Number: 591B7700007
Tree and Shrub Removal Services
Bay Region
EXHIBIT A
STATEMENT OF WORK
CONTRACT ACTIVITIES
BACKGROUND
The Michigan Department of Transportation (MDOT) is seeking Contractors to provide ongoing tree and shrub removal and trimming
activities performed in the MDOT Bay Region, in any month during the year.
SCOPE
This contract is for tree and shrub removal and trimming in the MDOT, Bay region.
The attached Location Specification Sheets identifies the locations and description of services for this contract.
All the work shall be done in accordance with all regulations governing the state agency wherein the work is to be performed and with
minimum possible interference with the proper functioning of the activities of the state agency. In the case of inclement weather and/or
hazardous road conditions, the Contractor may not be allowed to work along the roadway. It shall be up to the discretion of the MDOT
Program Manager whether or not to allow the Contractor to work in that area under such conditions.
DISPOSAL OF TREE WOOD
It’s the Contractor’s sole responsibility to dispose of tree wood. Contractor shall contact adjacent property owners and make
wood available to them if they so desire. If the adjacent property owner wants the wood, it will be placed on the property
owner’s property IMMEDIATELY and not stored on the MDOT Right of Way.
The Contractor may not make arrangements for tree wood disposal with MDOT employees, or friends and relatives of MDOT
employees. The Contractor shall maintain documentation that contact was made with the said property owners and that the
receiver of wood is not an MDOT employee or friend or relative of an MDOT employee.
1. Specifications
1.1 Equipment Specifications
General
The MDOT Program Manager shall have the right to inspect all equipment and materials which are to be used in carrying out the terms of
this Contract. Any such equipment or materials which do not comply with local, state, and federal regulations or with this Contract may be
rejected by the MDOT Program Manager.
Type of Equipment
The equipment must be commercially available, in good repair, and shall be maintained so as to produce a clean, sharp cut to the
vegetation at all times. Equipment, which in any way damages the turf, soil or slopes, shall not be allowed. The specified unit shall consist
of a rubber tracked multi terrain loader with a high flow hydraulic capability. The cutting head shall be a minimum 60 inches wide with
mulching head and capable of cutting brush up to an including four (4) inches in diameter.
Condition of Equipment
All equipment shall be approved through acceptable demonstration of the equipment’s capabilities, suitability, and condition to MDOT.
Demonstrations will be at no cost to MDOT.
After the Contract is awarded, equipment failure WILL NOT constitute an acceptable reason for deviating from the scheduled activates of
this contract.
1.2 Work and Deliverables
A. The Contractor, through innovation, technology, or other means shall perform and provide the required tree shrub removal
services and have adequate qualified staff to complete the frequencies determined by the State and otherwise do all things
necessary for, or incidental, to the performance of work.
4
B. The Contractor shall provide all tree and shrub removal and related items and services necessary for, or incidental, to the
performance of work in accordance with this Contract, including, but not limited to:
All personnel;
Equipment;
Tools;
Supplies;
Materials;
Training; and supervision of staff.
C. The Contractor shall provide services at the locations described on the Attachment A – Location Specification Sheet(s) and or as
directed by the MDOT Program Manager. The MDOT Program Manager may designate a temporary designee in writing, via
email, to the Contractor.
D. Work Orders will be written by the Program Manager for each project location. All necessary information concerning location of
trees, sizes of trees, number of trees to be removed, stump grinding (if required), site restoration (if required), chemical stump
treatment (if required) and tree trimming (if required) will be on each work order. Each work order will have a unique number
created by the MDOT Program Manager. All work must be completed by the expiration date of each work order. The Program
Manager will email the work order to the Contractor. A confirmation email from the Contractor to the MDOT Program Manager will
be required to acknowledge the work order has been received.
There will be three categories that will define priority of each work order. Each work order will be assigned to one of these
categories.
Category 1: Immediate service is necessary. Work will be within seven (7) business days.
Category 2: Work will be completed within thirty (30) business days
Category 3: Work will be completed within sixty (60) business days.
Stump grinding and chemical stump treatment, if required, will be performed according to the specifications as defined in this
document.
1.3 Specifications
The Contractor’s staff performing tree removal services, shall be a Certified Arborist from the International Society of Arboriculture and be
willing and available to perform contracted work on short notice. Additionally, the Contractor must be licensed as and the staff conducting
chemical application must be certified in the following Michigan Department of Agriculture and Rural Development (MDARD) Commercial
Pesticide Applicator Categories; Category 3B – Ornamental Plant and Shade Tree Pest Management and Category 6 – Right of Way Pest
Management.
Tree Removal:
All trees designated by the MDOT Program Manager shall be removed. Said designation is an orange dot painted on the roadside of the
tree, approximately at Diameter Breast Height (DBH). A list of trees to be removed and their locations will be supplied by the MDOT
Program Manager or designee. Only those trees so marked and, on the list, shall be removed.
The State reserves the right to increase or decrease the quantity of trees at any time.
A. Each tree shall be flush cut 3” above ground or less regardless of stump grinding requirements.
B. The Contactor shall contact adjacent property owners and make wood available to them if they so desire. The Contractor shall provide
documentation that contact was made with said property owner(s) and whether or not they wanted the wood.
C. All wood larger than three (3) inches in diameter shall be removed from the right of way within three (3) working days. If the property
owner(s) do not want the wood, subject wood becomes the property of the Contractor, who shall remove it from the site and dispose of
it properly.
D. All brush less than three (3) inches in diameter shall be chipped immediately and removed from the work site within three (3) working
days of being cut.
E. Trees may not be dropped across the roadway.
F. At no time may cut wood or brush be placed within 15 feet of the roadway, unless being loaded onto equipment for immediate
disposal.
G. The Contractor shall keep the site of operation as clean as possible at all times and shall leave all sidewalks, gutters, pavement,
shoulders, lawns, and yards clean of all debris when the work is completed.
H. All wood and brush disposed of must be in accordance with the Michigan Department of Agriculture regulations concerning Emerald
Ash Borer.
Stump Removal:
A. The Contractor is responsible for grinding stumps and bracing roots at least six (6) inches below grade. Soil can be returned to the
hole and leveled even with the existing grade. Chips shall be removed from site and disposed of properly.
5
B. The Contractor shall keep the site of operation as clean as possible at all times and shall leave all sidewalks, gutters, pavement,
shoulders, lawns, and yards clean of all debris when the work is completed.
C. No on-site storage of equipment will be allowed.
D. All wood cut prior to stump removal shall be removed from the work site prior to stump grinding.
E. All stump grinding shall be performed within three working (3) days after tree removal unless approved by MDOT Program Manager.
Tree Trimming:
A. Tree trimming shall be performed on trees as designated by the MDOT Program Manager. Each trimming cut and or wound made to
Oak trees between April 15
th
and July15
th
, must be immediately painted with a brown or black latex paint.
B. Tree trimming is to be conducted according to ANSI A300 Part 1, Tree Pruning, and (Revised 2008), The Contactor is expected to be
knowledgeable of these standards.
C. All wood and brush disposal resulting from this work activity shall be included in the per hour bid price.
Site Restoration
A. The Contractor will remove all chips from stump grinding operation.
B. Contractor shall fill hole with weed-free friable topsoil. Topsoil shall be level with grade after settling.
C. Topsoil shall be scratched with a rake and grass seed shall be broadcast over the soil.
D. Grass seed used will be recommended for spot seeding sunny areas or for spot seeding shady areas.
E. All site restoration requirements and duties shall be finished no later than one (1) work week (five (5) business days) after stump
grinding is completed unless approved by MDOT Program Manager or designee
Chemical Stump Treatment
A. Immediately after removal of tree, treat stump with herbicide labeled for cut stump treatment per the product label instructions.
(Contractor must obtain written approval from the MDOT Program Manager before any chemical treatment.)
B. Contractor must be licensed, and individual applicators must be certified in Category Six- Right-of-Way pesticide application.
Brush Cutting – Limited Access & Free Access Routes
Typically the area to be brush cut on limited access roads includes a strip 35 feet wide adjacent to the outside shoulder of both roadways
unless restricted by the right-of-way limits or the ditch back slopes. Some locations within designated clear zones and clear visions areas
may require wider cutting. These areas will be determined and designated by the MDOT Program Manager.
The Contractor shall notify the MDOT Program Manager or designated representative 24 hours in advance of starting work. Program
Manager or designated representative shall make joint or individual pricing inspection of all specified cutting areas, both prior to and upon
completion of brush cutting operation. The inspection is for the purpose of documenting existing damage to turf, guardrails, delineator
posts, signage, light fixtures, etc., and those caused by the Contractor’s cutting operations. This inspection may be videotaped.
Woody vegetation shall be cut according to the following guidelines:
A. Cut woody vegetation, twigs and trees up to 4 inches back to a point four feet past the flow line of the ditch where ditches are
less than 35 feet from the edge of the road.
B. Cut woody vegetation, twigs, and trees up to 4 inches back to the natural treeline when the treeline is less than 35 feet from
the edge of the road. Trees larger than 4 inches shall be paid separately under the tree removal.
C. If there is not a ditch or treeline within 35 feet, clear to a line 35 feet from the edge of the road.
The Contractor shall, at all times, provide satisfactory equipment and force of qualified workers sufficient, in the opinion of the MDOT
Program Manager or designated representative, to perform the work described herein. The force of qualified workers shall be sufficient to
perform brush cutting and related activities in a timely basis.
Cutting operations shall be performed parallel to the roadway in the direction of traffic. The Contractor is not to encroach into the
traffic lane.
Traffic Control and Signing:
The Contractor must provide and maintain proper signing barricades, lighted arrow panels, and flaggers, to properly protect the work,
persons, and property against injury. The contractor shall furnish all signing and personnel necessary to conform to the specifications
relating to the traffic lane closure and shoulder work. All traffic control devices and their usage shall conform to the current MDOT
Maintenance Division Work Zone Traffic Control Guidelines publication, available from the MDOT Program Manager.
Traffic lane closure and flagging will be required where there is not a sufficient shoulder in which to park necessary work equipment, or
when any part of any vehicle or piece of equipment extends into the traveled roadway. These statements of specific duties of the
Contractor shall not be constructed as a limitation on the general duties imposed by this Contract or specifications.
In the case of inclement weather and/or hazardous road conditions, the Contactor may not be allowed to work along the roadway. It shall
be up to the discretion of the MDOT Program Manager whether or not to allow the Contractor to work in that area under such conditions.
6
Days/Hours of Operation
All work included in this Contract shall be performed during daylight hours only. No work shall be allowed on weekends unless prior
approval is obtained from the MDOT Program Manager. Work shall be permitted during holiday periods in accordance with the 2012
Standard Specifications for Construction. Recognized State holidays are: New Year’s Day, Martin Luther King Day, Presidents Day,
Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, and the day after Thanksgiving Day, Christmas Eve,
Christmas Day, and New Year’s Eve. The Program Manager will advise timeframe covered for each Holiday.
Work Schedule
The Contractor will be required to work with the Program Manager at the pre-maintenance meeting to create a work schedule. Contractor
availability will be determined at this time. The schedule include the names and phone numbers of responsible persons who can be
reached at any time by the State.
The Contractor will set a weekly schedule by area based on the number of written work orders. A progress report shall be sent to the
Program Manager, weekly, via email, once work begins on a work order. Each area will be inspected and accepted by the Program
Manager or the designee before the Contractor is allowed to work at the next scheduled area.
Daily Log:
The Contractor shall keep a daily log of the tree removal operation to include hours worked at each location and equipment used and shall
provide the Program Manager or their designee with a copy of this log on a weekly basis.
The supervisor of the Contractor’s personnel will be responsible for the completion of the daily log naming the person performing the work.
Accidents
In emergencies affecting the safety of persons or the work or property at the site or adjacent thereto, the Contractor, without instruction or
authorization from the Program Manager, is obligated to act at their discretion, to prevent threatened damage, injury, or loss. They shall
give the Program Manager the prompt written notice of any significant changes in the work or deviation from this Contract documents
caused thereby. Any accident shall be reported immediately to the Program Manager.
1.4 Damages
The Contractor will be held liable for any and all damage done, as a result of their operation to fixed objects such as sidewalks, signs,
posts, buildings, and vegetation such as turf, trees, shrubs, and desirable natural growth. Damage shall include, among other things:
skinning, scraping, breaking of tree limbs or gouging of trees or shrubs, and rutting and tearing turf.
Costs associated with damages to plant material, caused by the Contractor will be assessed based on the current Michigan Forest and
Park Association’s Supplement to the International Society of Arboriculture Guides to Plant Appraisal.
All turf damage repairs shall be made by the Contractor in accordance with Sections 815 and 917 of the 2012 Standard Specifications for
Construction and as herein specified. Only friable topsoil shall be used to fill any depressions, ruts, etc., prior to seeding. Seeding will only
be allowed during the seasonal limitation periods outlined in the current MDOT Standard Specifications.
The Contractor will be billed for all costs incurred by the State due to the damages caused by their operation, be required to repair the
damages as directed by the Program Manager, or receive deductions from progress payments owed to the Contractor as determined by
the Program Manager. All repairs shall be made in accordance with the current MDOT Standard Specifications (Standard Specifications
can be found on MDOT website, www.michigan.gov/mdot/)
1.5 Protection of Property
The Contractor shall be responsible for protecting and preserving from damage any and all facilities, public and private, which are adjacent
to the areas where work is being performed.
A. Protection of overhead utilities:
Tree trimming and removal operations any conducted in area where overhead electric, telephone, and cable television facilities exist.
The Contractor shall protect all utilities from damage, shall immediately contact the appropriate utility if damage should occur, and
shall be responsible for all claims for damage due to their operations. The Contractor shall make arrangement with the utility for
removal of all necessary limbs and branches which may conflict with or create a personal injury hazard in conducting the operations
of this Contract. If the Contractor has properly contacted the utility in sufficient time to arrange for the required work by the utility,
delays encountered by the Contractor in waiting for the utility to complete its work shall not be the responsibility of the Contractor.
B. The protection of the underground utilities:
The Contractor shall be responsible for contracting the appropriate utility for location of any underground electric services which are
in the work area and which can be damaged by the Contractor’s operation. If the Contractor has properly contacted the utility in
sufficient time to arrange for location and protection of underground services, delays encountered by the Contractor in waiting for the
utility to complete its work shall not be the responsibility of the Contractor.
1.6 Maintaining Traffic
7
Traffic shall be maintained in accordance with the current Standard Specifications for Construction, MDOT Maintaining Traffic Typicals, and
the current Maintenance Workzone Traffic Guidelines. All operations shall be conducted in a manner that will not create a hazard, nor
hinder, restrict, or impede trunk line traffic. The Contractor shall not operate equipment on the roadway or in a manner that requires
unnecessary crossing of the roadway. Traffic control is to be adhered to in accordance with Section 812 of MDOT’s current Standard
Specifications for Construction, MDOT’s Traffic Standards, Typicals, Special Details, the current Maintenance Workzone Traffic Control
Guidelines and the Michigan Manual of Uniform Traffic Control Devices (MMUTCD). All equipment not in use may be temporarily parked
on limited access freeway right-of-way, but not within the median or closer than 30 feet from the traveled roadway. Equipment may not be
temporarily parked on free access roadways except at those locations designated by the Program Manager or designee.
A copy of the MDOT current Standard Specifications for Construction and MMUTCD can be obtained from the Program Manager after
the Contract award.
2. Project Plan
A. For each location, a project work plan for managing implementation of the tree and shrub removal services shall be developed and
submitted to the Program Manager for review and approval
B. Project management plan must identify methods, tools and processes proposed to oversee the projects. Address issues and changes
as may arise, and keep the appropriate parties apprised of progress.
C. Contractor will carry out this project under the direction and control of the specified Program Manager for the respective locations
where services are performed.
D. Contractor must meet with the Program Manager and other agency or departmental project-leads, on basis to be established by
Program Manager and Contractor. This meeting is for the purpose of reviewing progress and providing necessary guidance to the
Contractor in solving problems that arise, as well as continuously communicate with the agency/departmental project-lead.
E. Contractor’s Work Plan, which must be approved prior to Commencement of work, must include the following:
1. EQUIPMENT LIST – including description, age, manufacturer, model, and serial number of each piece. Equipment must meet
or exceed all requirements defined under “Equipment Requirements” in this document. All equipment must be in the
Contractor’s possession, available for use and fully operational, prior to Contract award.
2. SCHEDULE OF OPERATIONS – personnel expected to complete work on this Contract.
3. NAME(S) OF SUPERVISOR(S) – 24 hour contact telephone numbers and best contact times.
4. Equipment failure WILL NOT constitute an acceptable reason for failure to provide tree and shrub removal service.
Adjustment to providing the service, including and weather-related deviations, must be approved by the Program Manager or
designated representative.
5. Safety Program, including traffic control plan(s).
Any Misrepresentation by the Contractor of its ability to perform the work described in this Contract may be grounds for immediate Contract
termination. In such case, a Contract may be awarded to the next lowest bidder who can demonstrate the ability to perform the work.
3. Staffing
The Contractor must notify the Contract Administrator at least 10 calendar days before removing or assigning a new Contract
Representative.
4. Pricing
4.1 Price Term
Pricing is firm for a 365 day period (“Pricing Period”). The first pricing period begins on the Effective Date. Adjustments may be
requested, in writing, by either party and will take effect no earlier than the next Pricing Period.
4.2 Price Changes
Adjustments will be based on changes in actual Contractor costs. Any request must be supported by written evidence documenting the
change in costs. The State may consider sources, such as the Consumer Price Index; Producer Price Index; other pricing indices as
needed; economic and industry data; manufacturer or supplier letters noting the increase in pricing; and any other data the State deems
relevant.
Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written
response. If the review reveals no need for modifications, pricing will remain unchanged unless mutually agreed to by the parties. If the
review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual
agreement.
The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a
Change Notice indicating the start date of the new Pricing Period.
5. Ordering
8
5.1 Authorizing Document
The appropriate authorizing document for the Contractor to begin work will be an official work order request initiated by the MDOT Program
Manager.
6. Acceptance
6.1 Acceptance, Inspection and Testing
The State will use the following criteria to determine acceptance of the Contract Activities:
The Contractor will notify the MDOT Program Manager of completion of contract activities by either email or phone. The MDOT Program
Manager will then perform a visual inspection of completed Contract Activities. Upon inspection, the MDOT Program Manager will either
accept the completed Contract Activities as compliant with terms of the Contract or will cite the completed Contract Activities as being non-
compliant with the terms of the Contract. Completed Contract Activities that are cited as non-compliant require corrective action and are
subject to liquidated damages as outlined in Section 8. The MDOT Program Manager will notify the Contractor when completed Contract
Activities are found to be in non-compliance. The Contractor will complete corrective action(s) when Contract Activities are cited as non-
compliant until the Contract Activities are accepted by the MDOT Program Manager as compliant with the terms of the Contract.
7. Invoices
The Contractor shall complete the work and request an inspection by the MDOT Program Manager prior to submitting an invoice for the
requested work.
All invoices submitted to the State must include: (a) date; (b) blanket purchase order number; (c) quantity; (d) description of the Contract
Activities; (and (g) total price.
Invoices will not be paid until the MDOT Program Manager has completed the inspection and signed off on the work order.
7.1 Payment Methods
The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State
at http://www.michigan.gov/cpexpress to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for
failure to provide payment
8. Liquidated Damages
Late or improper completion of the Contract Activities will cause loss and damage to the State and it would be impracticable and extremely
difficult to fix the actual damage sustained by the State. Therefore, if there is late or improper completion of the Contract Activities the
State is entitled to collect liquidated damages in the amount of $5,000 and an additional $500.00 per day for each day Contractor fails to
remedy the late or improper completion of the Work.
Unauthorized Removal of Key Personnel will interfere with the timely and proper completion of the Contract, to the loss and damage of the
State, and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, the State may
assess liquidated damages against Contractor as specified below.
The State is entitled to collect $1,000 per individual per day for the removal of any Key Personnel without prior approval of the State.
The State is entitled to collect $1,000 per individual per day for an unapproved or untrained key personnel replacement.
9. Additional Requirements
9.1 Environmental and Energy Efficient Products
The Contractor must identify any energy efficient, bio-based, or otherwise environmental friendly products used in the products. Contractor
must include any relevant third-party certification, including the verification of a United States Department of Agriculture certified bio-based
product label.
9.2 Hazardous Chemical Identification
In accordance with the federal Emergency Planning and Community Right-to-Know Act, 42 USC 11001, et
seq., as amended, the Contractor must provide a Material Safety Data Sheet listing any hazardous chemicals, as defined in 40 CFR
§370.2, to be delivered. Each hazardous chemical must be properly identified, including any applicable identification number, such as a
National Stock Number or Special Item Number.
The Contractor must identify any hazardous chemicals that will be provided under any resulting contract.
9.3 Mercury Content
9
Pursuant to MCL 18.1261d, mercury-free products must be procured when possible. The Contractor must explain if it intends to provide
products containing mercury, the amount or concentration of mercury, and whether cost competitive alternatives exist. If a cost competitive
alternative does exist, the Contractor must provide justification as to why the particular product is essential. All products containing
mercury must be labeled as containing mercury.
9.4 Brominated Flame Retardants
The State prefers to purchase products that do not contain brominated flame retardants (BFRs) whenever possible. The Contractor must
disclose whether the products contain BFRs.
9.5 Licensing Agreement
The Contractor must provide a copy of any applicable licensing agreement if specified in this document.
MAINTENANCE, REPAIR & OPERATIONS (MRO) LOCATION
SPECIFICATION SHEET (LSS) – TREE & SHRUB REMOVAL –
Bay TSC/Bay Region
PART I – PLACE OF SERVICES REQUESTED
CONTRACT INFORMATION
CONTRACT START DATE:
10/1/2016
CONTRACT END
DATE:
9/30/2019
CONTRACT BPO #:
591B7700007
NUMBER OF EXTENSION OPTIONS:
Approximately three (3) years contract with two (2) one (1) year
options
CONTRACTING AGENCY NAME: Department of Transportation
Billing Name: Bay TSC, Attention Mike Metiva
BUILDING ADDRESS: 3502 E. Washington Ave. Saginaw, MI 48601
REGION / COUNTY: Bay Region/ Arenac, Bay, Clare, Genesee, Gladwin, Gratiot, Huron,
Lapeer, Isabella, Midland, Saginaw, Shiawassee, St. Clair Sanilac and
Tuscola
PROCUREMENT CONTACT INFORMATION
AGENTCY PROCUREMENT
OFFICE NAME:
MDOT
PROCUREMENT OFFICE CONTACT NAME:
Laura Dotson CONTACT PHONE #: 517-373-2134
PROCUREMENT OFFICE CONTACT E-MAIL:
v
CONTACT FAX #: 517-373-3707
PROGRAM MANAGER NAME:
Mike Metiva CONTACT PHONE #:
989-754-0784
Ext. 255
PROJECT MANGER CONTACT E-MAIL:
v
CONTACT FAX #: 989-755-2156
LOCATION INFORMATION
10
OFFICIAL WORKING DAYS OF BUILDING
OCCUPANTS:
Weekdays
OFFICIAL WORKING HOURS OF
BUILDING OCCUPANTS:
N/A
ESTIMATE OF AREA TO BE SERVICED:
(IF APPLICABLE)
N/A
(FILL IN IF NEEDED)
N/A
IDENTIFY DAYS OF SERVICE:
[EXAMPLE: M/T/W/TH/F/SA/SU]
Determined by
Program
Manager
IDENTIFY HOURS OF
SERVICE:
[EXAMPLE: 5:30 A.M. TO 5:30
P.M.]
NOTE: PLEASE INCLUDE
NIGHTIME
SERVICES,
IF
Determined by
Program
Manager
PART II – PRICING SHEET SUMMARY
Bay Region
Pricing
Contract Number # 591B7700007
ITEM #
DESCRIPTION OF
SERVICES
(UNIT COST
PER)
UNIT OF
MEASURE
TOTAL NUMBER
OF ESTIMATED
OCCURANCES
PER YEAR
PRICE PER
OCCURANCE
(For bidder to
complete)
EXTENDED PRICE
001
Tree Removal up
to 5” DBH
EA 20 $63.75
$1,275.00
002
Tree Removal 6” –
12” DBH
EA 40 $131.25
$5,250.00
003
Tree Removal 13”
– 18” DBH
EA 70 $198.75
$13,912.50
004
Tree Removal 19”
– 24” DBH
EA 70 $693.75
$48,562.50
005
Tree Removal 25”
– 30” DBH
EA 30 $1500.00
$45,000.00
006
Tree Removal 31”
– 36” DBH
EA 15 $1875.00
$28,125.00
007
Tree Removal 37”
– 42” DBH
EA 15 $2625.00
$39,375.00
008
Tree Removal 43”
DBH and above
EA 15 $2775.00
$41,625.00
009
Stump Grinding up
to 5” DBH
EA 5 $33.75
$168.75
010
Stump Grinding 6”
– 12” DBH
EA 10 $45.00
$450.00
011
Stump Grinding 13”
– 18” DBH
EA 40 $63.75
$2,548.80
012 Stump Grinding 19” EA 40 $101.25
$4,050.00
Pricing for Tree Work 50
Mile Radius and Under
11
– 24” DBH
013
Stump Grinding 25”
– 30” DBH
EA 20 $138.75
$2,775.00
014
Stump Grinding 31”
– 36” DBH
EA 15 $168.75
$2,531.25
015
Stump Grinding 37”
– 42” DBH
EA 15 $206.25
$3,093.75
016
Stump Grinding 43”
DBH and above
EA 15 $243.75
$3,656.25
017
Site Restoration
(all size classes)
EA 60 $187.50
$11,250.00
018
Chemical Stump
Treatment
EA 10 $15.00
$150.00
019 Tree Trimming HR 80 $168.75
$13,500.00
SUB TOTAL $
$267,298.80
THREE (3) YEAR TOTAL $
801,896.40
NOTE: Quantities are estimated for MDOT only. Program Manager to get approval for any amounts over the stated
estimate quantity.
Diameter measurements for trees are based upon four and a half (4.5) feet measured from the ground, and commonly
referred to as the Diameter Breast Height (DBH).
12
PART II – PRICING SHEET SUMMARY
Bay Region
Pricing
Contract Number # 591B7700007
ITEM #
DESCRIPTION OF
SERVICES
(UNIT COST
PER)
UNIT OF
MEASURE
TOTAL NUMBER
OF ESTIMATED
OCCURENCES
PER YEAR
PRICE PER
OCCURANCE
(For bidder to
complete)
EXTENDED PRICE
001
Tree Removal up
to 5” DBH
EA 20 $85.00
$1,700.00
002
Tree Removal 6” –
12” DBH
EA 40 $175.00
$7,000.00
003
Tree Removal 13”
– 18” DBH
EA 70 $265.00
$18,550.00
004
Tree Removal 19”
– 24” DBH
EA 70 $925.00
$64,750.00
005
Tree Removal 25”
– 30” DBH
EA 30 $2,000.00
$60,000.00
006
Tree Removal 31”
– 36” DBH
EA 15 $2,500.00
$37,500.00
007
Tree Removal 37”
– 42” DBH
EA 15 $3,500.00
$52,500.00
008
Tree Removal 43”
DBH and above
EA 15 $3,700.00
$55,500.00
009
Stump Grinding up
to 5” DBH
EA 5 $45.00
$225.00
010
Stump Grinding 6”
– 12” DBH
EA 10 $60.00
$600.00
011
Stump Grinding
13” – 18” DBH
EA 40 $85.00
$3,400.00
Pricing for Tree Work 51
Mile Radius and
Over
13
012
Stump Grinding
19”– 24” DBH
EA 40 $135.00
$5,400.00
013
Stump Grinding
25” – 30” DBH
EA 20 $185.00
$3,700.00
014
Stump Grinding
31” – 36” DBH
EA 15 $225.00
$3,375.00
015
Stump Grinding
37” – 42” DBH
EA 15 $275.00
$4,125.00
016
Stump Grinding
43” DBH and
above
EA 15 $325.00
$4,875.00
017
Site Restoration
(all size classes)
EA 60 $250.00
$15,000.00
018
Chemical Stump
Treatment
EA 10 $20.00
$200.00
019 Tree Trimming HR 80 $225.00
$18,000.00
SUB TOTAL $
$356,400.00
THREE (3) YEAR TOTAL $
$1,069,200.00
NOTE: Quantities are estimated for MDOT only. Program Manager to get approval for any amounts over the stated
estimate quantity.
Diameter measurements for trees are based upon four and a half (4.5) feet measured from the ground, and commonly
referred to as the Diameter Breast Height (DBH).
Version (4/2016) 14
This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and
Owen Tree Service, Inc. (“Contractor. This Contract is effective on October 1, 2016 (“Effective Date”), and
unless terminated, expires on September 30, 2019.
This Contract may be renewed for up to two (2) additional one (1) year period(s). Renewal is at the sole
discretion of the State and will automatically extend the Term of this Contract. The State will document its
exercise of renewal options via Contract Change Notice.]
The parties agree as follows:
1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in
Exhibit A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any
commodity is considered a service and is a Contract Activity.
Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of
the Contract Activities, and meet operational standards, unless otherwise specified in Exhibit A.
Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike
manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the
performance and operational standards, and specifications of the Contract; (c) provide all Contract
Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain
and maintain all necessary licenses, permits or other authorizations necessary for the performance of the
Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third
party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or
other resources in the same condition as when provided when no longer required for the Contract; (h) not
make any media releases without prior written authorization from the State; (i) 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; (j) comply with all State
physical and IT security policies and standards which will be made available upon request; and (k) 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.
STATE OF MICHIGAN
STANDARD
CONTRACT TERMS
Version (4/2016) 15
2. Notices. All notices and other communications required or permitted under this Contract must be in
writing and will be considered given and received: (a) when verified by written receipt if sent by courier;
(b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated
receipt or electronic logs if sent by facsimile or email.
If to State: If to Contractor:
Laura Dotson
MDOT Purchasing
425 W. Ottawa
Lansing, MI 48933
(517) 373-2134
Randy J. Owen
205 Lake George Rd
Attica, MI 48412
Office: 810-724-6651
Cell: 810-343-1197
3. Contract Administrator. The Contract Administrator for each party is the only person authorized to
modify any terms of this Contract, and approve and execute any change under this Contract (each a
“Contract Administrator”):
State: Contractor:
Laura Dotson
MDOT Purchasing
425 W. Ottawa
Lansing, MI 48933
(517) 373-2134
Randy J. Owen
205 Lake George Rd
Attica, MI 48412
Office: 810-724-6651
Cell: 810-343-1197
4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day
activities of the Contract (each a “Program Manager”):
State: Contractor:
Mike Metiva
3502 E. Washington Ave.
Saginaw, MI 48601
989-754-0784 Ext. 255
Randy J. Owen
205 Lake George Rd
Attica, MI 48412
Office: 810-724-6651
Cell: 810-343-1197
5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion
of the State, to ensure performance of the Contract and must provide proof upon request. The State may
require a performance bond (as specified in Exhibit A) if, in the opinion of the State, it will ensure
performance of the Contract.
6. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible
for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of,
are alleged to arise out of, or 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.
Required Limits Additional Requirements
Commercial General Liability Insurance
Minimal Limits:
$1,000,000 Each Occurrence Limit
$1,000,000 Personal & Advertising Injury Limit
$2,000,000 General Aggregate Limit
$2,000,000 Products/Completed Operations
Deductible Maximum:
$50,000 Each Occurrence
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
2010 07 04 and CG 2037 07 0.
Umbrella or Excess Liability Insurance
Minimal Limits:
$5,000,000 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.
Automobile Liability Insurance
Minimal Limits:
$1,000,000 Per Occurrence
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
Minimal Limits:
Coverage according to applicable laws
governing work activities.
Waiver of subrogation, except where waiver
is prohibited by law.
Revised 5/03/2016
Employers Liability Insurance
Minimal 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 three (3) years after completion of the
Contract Activities; and (c) if coverage is canceled 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 three (3) years after completion of work.
Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the
agreement or purchase order number, at Contract formation and within 20 calendar days of the expiration
date of the applicable policies; (b) require that subcontractors maintain the required insurances 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 be construed in any manner as waiving, restricting or limiting
the liability of either party for any obligations under this Contract (including any provisions hereof requiring
Contractor to indemnify, defend and hold harmless the State).
7. Reserved.
.
8. Reserved. .
9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations
and liabilities set forth in this Contract. 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.
10. 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.
Revised 5/03/2016
11. Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel by
providing a notice to Contractor.
12. Background Checks. Upon request, Contractor must perform background checks on all employees and
subcontractors and its employees prior to their assignment. The scope is at the discretion of the State
and documentation must be provided as requested. Contractor is responsible for all costs associated
with the requested background checks. The State, in its sole discretion, may also perform background
checks.
13. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the
State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights
or responsibilities under this Contract to any other party. If the State determines that a novation of the
Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary
documentation and signatures.
14. Change of Control. Contractor will notify, at least 90 calendar days before the effective date, the State
of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change
in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of
substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d)
consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership
through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of
complete liquidation. A change of control does not include any consolidation or merger effected
exclusively to change the domicile of Contractor, or any transaction or series of transactions principally
for bona fide equity financing purposes.
In the event of a change of control, Contractor must require the successor to assume this Contract and
all of its obligations under this Contract.
15. Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in
Exhibit A.
16. Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar
days of the State’s receipt of them (“State Review Period”), unless otherwise provided in Exhibit A. If
the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of
the State Review Period that either: (a) the Contract Activities are accepted, but noted deficiencies must
be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i)
reject the Contract Activities without performing any further inspections; (ii) demand performance at no
additional cost; or (iii) terminate this Contract in accordance with Section 23, 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.
17. Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the State premises with
transportation and handling charges paid by Contractor, unless otherwise specified in Exhibit A. All
containers and packaging become the State’s exclusive property upon acceptance.
18. Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to Contract Activities
remains with Contractor. Contractor is responsible for filing, processing, and collecting all damage claims.
The State will record and report to Contractor any evidence of visible damage. If the State rejects the
Contract Activities, Contractor must remove them from the premises within 10 calendar days after
notification of rejection. The risk of loss of rejected or non-conforming Contract Activities remains with
Revised 5/03/2016
Contractor. Rejected Contract Activities not removed by Contractor within 10 calendar days will be
deemed abandoned by Contractor, and the State will have the right to dispose of it as its own property.
Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or
disposition of rejected Contract Activities.
19. Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing
on the date specified in Exhibit A. If the Contract Activities do not function as warranted during the
warranty period, the State may return such non-conforming Contract Activities to the Contractor for a full
refund.
20. Terms of 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 performed as specified in Exhibit A. Invoices must include an itemized
statement of all charges. The State is exempt from State sales tax for direct purchases and may be
exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive
use. Notwithstanding the foregoing, all prices are inclusive of taxes, and Contractor is responsible for all
sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any
federal, state, or local governmental entity on any amounts payable by the State under this Contract.
The State has the right to withhold payment of any disputed amounts until the parties agree as to the
validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time.
Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations,
including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final
payment by the State constitutes a waiver of all claims by Contractor against the State for payment under
this Contract, other than those claims previously filed in writing on a timely basis and still disputed.
The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT).
Contractor must register with the State at http://www.michigan.gov/cpexpress to receive electronic fund
transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.
Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any
time any amount then due and owing to it by Contractor against any amount payable by the State to
Contractor under this Contract.
21. Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Exhibit A.
22. Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State
will provide Contractor a written stop work order detailing the suspension. Contractor must comply with
the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor,
the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract
or purchase order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional
compensation during a stop work period.
23. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if
Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location,
data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an
involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may
expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a
breach within the time stated in a notice of breach. Any reference to specific breaches being material
breaches within this Contract will not be construed to mean that other breaches are not material.
If the State terminates this Contract under this Section, the State will issue a termination notice specifying
whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified
period. If it is later determined that Contractor was not in breach of the Contract, the termination will be
deemed to have been a Termination for Convenience, effective as of the same date, and the rights and
obligations of the parties will be limited to those provided in Section 24, Termination for Convenience.
The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or
before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor
Revised 5/03/2016
for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable
costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’
fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from
other sources.
24. Termination for Convenience. The State may immediately terminate this Contract in whole or in part
without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The
termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities
immediately, or (b) continue to perform the Contract Activities in accordance with Section 25, Transition
Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable
costs, as determined by the State, for State approved Transition Responsibilities.
25. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor
must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable
transition assistance requested by the State, to allow for the expired or terminated portion of the Contract
Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such
Contract Activities to the State or its designees. Such transition assistance may include, but is not limited
to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all
reasonable and necessary measures to transition performance of the work, including all applicable
Contract Activities, training, equipment, software, leases, reports and other documentation, to the State
or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State
may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and
confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or
employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all
completed or partially completed deliverables prepared under this Contract as of the Contract termination
date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all
outstanding accounts (collectively, “Transition Responsibilities”). This Contract will automatically be
extended through the end of the transition period.
26. General Indemnification. Contractor must defend, indemnify and hold the State, its departments,
divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and
against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses
(including those required to establish the right to indemnification), arising out of or relating 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 insurance requirements contained in this 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).
The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not
relieve Contractor, except to the extent that Contractor is materially prejudiced. Contractor must, to the
satisfaction of the State, demonstrate its financial ability to carry out these obligations.
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 if the State deems
necessary. Contractor 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. To the extent that any State employee, official, or law may be involved or
challenged, the State may, at its own expense, 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.
Revised 5/03/2016
27. Infringement Remedies. If, in either party’s opinion, any piece of equipment, software, commodity, or
service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to
become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must,
at its expense: (a) procure for the State the right to continue using the equipment, software, commodity,
or service, or if this option is not reasonably available to Contractor, (b) replace or modify the same so
that it becomes non-infringing; or (c) accept its return by the State with appropriate credits to the State
against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence
of the State ceasing its use and returning it.
28. Limitation of Liability. The State is not liable for consequential, incidental, indirect, or special damages,
regardless of the nature of the action.
29. Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 14 calendar
days of receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively,
“Proceeding”) involving Contractor, a subcontractor, or an officer or director of Contractor or
subcontractor, that arises during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole
or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil Proceeding involving:
(1) a claim that might reasonably be expected to adversely affect Contractor’s viability or financial stability;
or (2) a governmental or public entity’s claim or written allegation of fraud; or (e) a Proceeding involving
any license that Contractor is required to possess in order to perform under this Contract.
30. 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”); this definition is to be
construed as broadly as possible. Upon request, Contractor must provide to the State, or a third party
designated by the State, 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.
31. Reserved
32. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be
exposed to or acquire communication or data of the other party that is confidential, privileged
communication not intended to be disclosed to third parties. The provisions of this Section survive the
termination of this Contract.
a. Meaning of Confidential Information. For the purposes of this Contract, the term “Confidential
Information” means all information and documentation of a party that: (a) has been marked
“confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if
disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently
summarized in writing by the disclosing party and marked “confidential” or with words of similar
meaning; and, (c) should reasonably be recognized as confidential information of the disclosing
party. The term “Confidential Information” does not include any information or documentation
that was: (a) subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b)
already in the possession of the receiving party without an obligation of confidentiality; (c)
developed independently by the receiving party, as demonstrated by the receiving party, without
violating the disclosing party’s proprietary rights; (d) obtained from a source other than the
disclosing party without an obligation of confidentiality; or, (e) publicly available when received,
or thereafter became publicly available (other than through any unauthorized disclosure by,
through, or on behalf of, the receiving party). For purposes of this Contract, in all cases and for
all matters, State Data is deemed to be Confidential Information.
b. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict
confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose
such Confidential Information to third parties other than employees, agents, or subcontractors
of a party who have a need to know in connection with this Contract or to use such Confidential
Information for any purposes whatsoever other than the performance of this Contract. The
parties agree to advise and require their respective employees, agents, and subcontractors of
their obligations to keep all Confidential Information confidential. Disclosure to a subcontractor
is permissible where: (a) use of a subcontractor is authorized under this Contract; (b) the
disclosure is necessary or otherwise naturally occurs in connection with work that is within the
subcontractor's responsibilities; and (c) Contractor obligates the subcontractor in a written
contract to maintain the State's Confidential Information in confidence. At the State's request,
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any employee of Contractor or any subcontractor may be required to execute a separate
agreement to be bound by the provisions of this Section.
c. Cooperation to Prevent Disclosure of Confidential Information. Each party must use its best
efforts to assist the other party in identifying and preventing any unauthorized use or disclosure
of any Confidential Information. Without limiting the foregoing, each party must advise the other
party immediately in the event either party learns or has reason to believe that any person who
has had access to Confidential Information has violated or intends to violate the terms of this
Contract and each party will cooperate with the other party in seeking injunctive or other
equitable relief against any such person.
d. Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of
its obligation of confidentiality may give rise to irreparable injury to the other party, which damage
may be inadequately compensable in the form of monetary damages. Accordingly, a party may
seek and obtain injunctive relief against the breach or threatened breach of the foregoing
undertakings, in addition to any other legal remedies which may be available, to include, in the
case of the State, at the sole election of the State, the immediate termination, without liability to
the State, of this Contract or any Statement of Work corresponding to the breach or threatened
breach.
e. Surrender of Confidential Information upon Termination. Upon termination of this Contract or a
Statement of Work, in whole or in part, each party must, within 5 calendar days from the date of
termination, return to the other party any and all Confidential Information received from the other
party, or created or received by a party on behalf of the other party, which are in such party’s
possession, custody, or control; provided, however, that Contractor must return State Data to
the State following the timeframe and procedure described further in this Contract. Should
Contractor or the State determine that the return of any Confidential Information is not feasible,
such party must destroy the Confidential Information and must certify the same in writing within
5 calendar days from the date of termination to the other party. However, the State’s legal ability
to destroy Contractor data may be restricted by its retention and disposal schedule, in which
case Contractor’s Confidential Information will be destroyed after the retention period expires.
33. Reserved.
34. Reserved.
35. Reserved.
36. Records Maintenance, Inspection, Examination, and Audit. The State or its designee may audit
Contractor to verify compliance with this 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 this Contract or any extension (“Audit Period”). If an audit, litigation, or other action
involving the records is initiated before the end of the Audit Period, Contractor must retain the records
until all issues are resolved.
Within 10 calendar days of providing notice, the State and its authorized representatives or designees
have the right to enter and inspect Contractor's premises or any other places where Contract Activities
are being performed, and examine, copy, and audit all records related to this Contract. Contractor must
cooperate and provide reasonable assistance. If any financial errors are revealed, the amount in error
must be reflected as a credit or debit on subsequent invoices until the amount is paid or refunded. Any
remaining balance at the end of the Contract must be paid or refunded within 45 calendar days.
This Section applies to Contractor, any parent, affiliate, or subsidiary organization of Contractor, and any
subcontractor that performs Contract Activities in connection with this Contract.
37. Warranties and Representations. Contractor represents and warrants: (a) Contractor is the owner or
licensee of any Contract Activities that it licenses, sells, or develops and Contractor has the rights
necessary to convey title, ownership rights, or licensed use; (b) all Contract Activities are delivered free
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from any security interest, lien, or encumbrance and will continue in that respect; (c) the Contract Activities
will not infringe the patent, trademark, copyright, trade secret, or other proprietary rights of any third party;
(d) Contractor must assign or otherwise transfer to the State or its designee any manufacturer's warranty
for the Contract Activities; (e) the Contract Activities are merchantable and fit for the specific purposes
identified in the Contract; (f) the Contract signatory has the authority to enter into this Contract; (g) all
information furnished by Contractor in connection with the Contract fairly and accurately represents
Contractor's business, properties, finances, and operations as of the dates covered by the information,
and Contractor will inform the State of any material adverse changes; and (h) all information furnished
and representations made in connection with the award of this Contract is true, accurate, and complete,
and contains no false statements or omits any fact that would make the information misleading. A breach
of this Section is considered a material breach of this Contract, which entitles the State to terminate this
Contract under Section 23, Termination for Cause.
38. Conflicts and Ethics. Contractor will uphold high ethical standards and is prohibited from: (a) holding
or acquiring an interest that would conflict with this Contract; (b) doing anything that creates an
appearance of impropriety with respect to the award or performance of the Contract; (c) attempting to
influence or appearing to influence any State employee by the direct or indirect offer of anything of value;
or (d) paying or agreeing to pay any person, other than employees and consultants working for Contractor,
any consideration contingent upon the award of the Contract. Contractor must immediately notify the
State of any violation or potential violation of these standards. This Section applies to Contractor, any
parent, affiliate, or subsidiary organization of Contractor, and any subcontractor that performs Contract
Activities in connection with this Contract.
39. Compliance with Laws. Contractor must comply with all federal, state and local laws, rules and
regulations.
40. Reserved.
41. Reserved.
42. Nondiscrimination. Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq., and
the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., 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, height, weight, marital status, or
mental or physical disability. Breach of this covenant is a material breach of this Contract.
43. Unfair Labor Practice. Under MCL 423.324, the State may void any Contract with a Contractor or
subcontractor who appears on the Unfair Labor Practice register compiled under MCL 423.322.
44. Governing Law. This Contract is governed, construed, and enforced in accordance with Michigan law,
excluding choice-of-law principles, and all claims relating to or arising out of this Contract are governed
by Michigan law, excluding choice-of-law principles. Any dispute arising from this Contract must be
resolved in Michigan Court of Claims. Contractor consents to venue in Ingham County, and waives any
objections, such as lack of personal jurisdiction or forum non conveniens. Contractor must appoint agents
in Michigan to receive service of process.
45. Non-Exclusivity. Nothing contained in this Contract is intended nor will be construed as creating any
requirements contract with Contractor. This Contract does not restrict the State or its agencies from
acquiring similar, equal, or like Contract Activities from other sources.
46. Force Majeure. Neither party will be in breach of this 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.
47. Dispute Resolution. The parties will endeavor to resolve any Contract dispute in accordance with this
provision. The dispute will be referred to the parties' respective Contract Administrators or Program
Managers. Such referral must include a description of the issues and all supporting documentation. The
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parties must submit the dispute to a senior executive if unable to resolve the dispute within 15 business
days. The parties will continue performing while a dispute is being resolved, unless the dispute precludes
performance. A dispute involving payment does not preclude performance.
Litigation to resolve the dispute will not be instituted until after the dispute has been elevated to the parties’
senior executive and either concludes that resolution is unlikely, or fails to respond within 15 business
days. The parties are not prohibited from instituting formal proceedings: (a) to avoid the expiration of
statute of limitations period; (b) to preserve a superior position with respect to creditors; or (c) where a
party makes a determination that a temporary restraining order or other injunctive relief is the only
adequate remedy. This Section does not limit the State’s right to terminate the Contract.
48. 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.
49. Website Incorporation. The State is not bound by any content on Contractor’s website unless expressly
incorporated directly into this Contract.
50. Entire Agreement and Order of Precedence. This Contract, which includes Exhibit A – Statement of
Work, and expressly incorporated schedules and exhibits, is the entire agreement of the parties related
to the Contract Activities. This Contract supersedes and replaces all previous understandings and
agreements between the parties for the Contract Activities. If there is a conflict between documents, the
order of precedence is: (a) first, this Contract, excluding its schedules, exhibits, and Exhibit A – Statement
of Work; (b) second, Exhibit A – Statement of Work as of the Effective Date; and (c) third, exhibits and
schedules expressly incorporated into this Contract as of the Effective Date. NO TERMS ON
CONTRACTOR’S INVOICES, ORDERING DOCUMENTS, WEBSITE, BROWSE-WRAP, SHRINK-
WRAP, CLICK-WRAP, CLICK-THROUGH OR OTHER NON-NEGOTIATED TERMS AND CONDITIONS
PROVIDED WITH ANY OF THE CONTRACT ACTIVIITES WILL CONSTITUTE A PART OR
AMENDMENT OF THIS CONTRACT OR IS BINDING ON THE STATE FOR ANY PURPOSE. ALL
SUCH OTHER TERMS AND CONDITIONS HAVE NO FORCE AND EFFECT AND ARE DEEMED
REJECTED BY THE STATE, EVEN IF ACCESS TO OR USE OF THE CONTRACT ACTIVITIES
REQUIRES AFFIRMATIVE ACCEPTANCE OF SUCH TERMS AND CONDITIONS.
51. Severability. If any part of this Contract is held invalid or unenforceable, by any court of competent
jurisdiction, that part will be deemed deleted from this Contract and the severed part will be replaced by
agreed upon language that achieves the same or similar objectives. The remaining Contract will continue
in full force and effect.
52. Waiver. Failure to enforce any provision of this Contract will not constitute a waiver.
53. Survival. The provisions of this Contract that impose continuing obligations, including warranties and
representations, termination, transition, insurance coverage, indemnification, and confidentiality, will
survive the expiration or termination of this Contract.
54. Contract Modification. This Contract may not be amended except by signed agreement between the
parties (a “Contract Change Notice”). Notwithstanding the foregoing, no subsequent Statement of Work
or Contract Change Notice executed after the Effective Date will be construed to amend this Contract
unless it specifically states its intent to do so and cites the section or sections amended.
