Fill and Sign the Calfresh Recertification Appointment Letter California Department of Cdss Ca Form

Form No. DMB 234 (Rev. 1/96) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed unless form is filed STATE OF MICHIGAN DEPARTMENT OF MANAGEMENT AND BUDGET PURCHASING OPERATIONS P.O. BOX 30026, LANSING, MI 48909 February 2, 2009 OR 530 W. ALLEGAN, LANSING, MI 48933 CHANGE NOTICE NO. 1 TO CONTRACT NO. 071B9200082 between THE STATE OF MICHIGAN and NAME & ADDRESS OF CONTRACTOR TELEPHONE (734) 516-1176 Leslie Salliotte Downriver Marine Surveyors – Leslie Salliotte 2304 18th Wyandotte, MI 48192 BUYER/CA (517) 241-1916 LesSalliotte@aol.com Contract Compliance Inspector: Lt. Andrew Turner (517) 373-7109 Jim Wilson Charter Boat Inspection Services – Michigan Department of Natural Resources CONTRACT PERIOD: From: November 19, 2008 To: November 18, 2013 TERMS SHIPMENT 10% if paid within 15 Days/Net 30 F.O.B. N/A SHIPPED FROM N/A N/A MINIMUM DELIVERY REQUIREMENTS N/A NATURE OF CHANGE(S): Effective immediately, the Contract Compliance Inspector for this Contract is changed to: Lt. Andrew Turner Michigan Department of Natural Resources Law Enforcement Division Recreation Safety, Education and Enforcement Section S. T. Mason Building, 4th Floor P.O. Box 30031 Lansing, MI 48909 Telephone: (517) 373-7109 (office) (989) 302-2365 (cell) Email: turnera1@michigan.gov All other terms, conditions, specifications, and pricing remain unchanged. AUTHORITY/REASON: Per agency request and DMB/Purchasing Operations’ approval. CURRENT AUTHORIZED SPEND LIMIT REMAINS: $450,000.00 Form No. DMB 234 (Rev. 1/96) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed unless form is filed STATE OF MICHIGAN DEPARTMENT OF MANAGEMENT AND BUDGET PURCHASING OPERATIONS P.O. BOX 30026, LANSING, MI 48909 November 21, 2008 OR 530 W. ALLEGAN, LANSING, MI 48933 NOTICE TO CONTRACT NO. 071B9200082 between THE STATE OF MICHIGAN and NAME & ADDRESS OF CONTRACTOR TELEPHONE (734) 516-1176 Leslie Salliotte Downriver Marine Surveyors – Leslie Salliotte 2304 18th Wyandotte, MI 48192 BUYER/CA (517) 241-1916 LesSalliotte@aol.com Contract Compliance Inspector: Lt. Creig Grey (989) 275-5151 Jim Wilson Charter Boat Inspection Services – Michigan Department of Natural Resources CONTRACT PERIOD: From: November 19, 2008 To: November 18, 2013 TERMS SHIPMENT 10% if paid within 15 Days/Net 30 F.O.B. N/A SHIPPED FROM N/A N/A MINIMUM DELIVERY REQUIREMENTS N/A The terms and conditions of this Contract are those of RFP #071I8200246, this Contract Agreement and the Contractor's quote. In the event of any conflicts between the specifications, and terms and conditions, indicated by the State and those indicated by the Contractor, those of the State take precedence. Current Authorized Spend Limit: $450,000.00 Form No. DMB 234 (Rev. 1/96) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed unless form is filed STATE OF MICHIGAN DEPARTMENT OF MANAGEMENT AND BUDGET PURCHASING OPERATIONS P.O. BOX 30026, LANSING, MI 48909 OR 530 W. ALLEGAN, LANSING, MI 48933 CONTRACT NO. 071B9200082 between THE STATE OF MICHIGAN and NAME & ADDRESS OF CONTRACTOR TELEPHONE (734) 516-1176 Leslie Salliotte Downriver Marine Surveyors – Leslie Salliotte 2304 18th Wyandotte, MI 48192 BUYER/CA (517) 241-1916 LesSalliotte@aol.com Contract Compliance Inspector: Lt. Creig Grey (989) 275-5151 Jim Wilson Charter Boat Inspection Services – Michigan Department of Natural Resources From: November 19, 2008 To: November 18, 2013 CONTRACT PERIOD: TERMS SHIPMENT 10% if paid within 15 Days/Net 30 F.O.B. N/A SHIPPED FROM N/A N/A MINIMUM DELIVERY REQUIREMENTS N/A MISCELLANEOUS INFORMATION: The terms and conditions of this Contract are those of RFP #071I8200246, this Contract Agreement and the Contractor's quote. In the event of any conflicts between the specifications, and terms and conditions, indicated by the State and those indicated by the Contractor, those of the State take precedence. Current Authorized Spend Limit: $450,000.00 FOR THE CONTRACTOR: FOR THE STATE: Downriver Marine Surveyors – Leslie Salliotte Firm Name Signature Jim Wilson, Buyer Specialist Authorized Agent Signature Name/Title Services Division, Purchasing Operations Authorized Agent (Print or Type) Division Date Date STATE OF MICHIGAN Department of Management and Budget Purchasing Operations Contract No. 071B9200082 Charter Boat Inspections Buyer Name: Jim Wilson Telephone Number: 517-241-1916 E-Mail Address: wilsonj4@michigan.gov #071B9200082 2 TABLE OF CONTENTS CONTRACT NO. 071B9200082 Table of Contents DEFINITIONS................................................................................................................................................ 7 Article 1 – Statement of Work (SOW) ........................................................................................................ 9 1.010 Project Identification ............................................................................................................. 9 1.011 Project Request .......................................................................................................... 9 1.012 Background ................................................................................................................ 9 1.020 Scope of Work and Deliverables.......................................................................................... 9 1.021 In Scope ..................................................................................................................... 9 1.022 Work and Deliverable ................................................................................................. 9 1.030 Roles and Responsibilities................................................................................................. 10 1.031 Contractor Staff, Roles, and Responsibilities........................................................... 10 1.040 Project Plan.......................................................................................................................... 10 1.041 Project Plan Management ........................................................................................ 10 1.042 Reports ..................................................................................................................... 10 1.050 Acceptance .......................................................................................................................... 10 1.051 Criteria ...................................................................................................................... 10 ............................................................................................................................................... 10 1.052 Final Acceptance...................................................................................................... 10 1.060 Proposal Pricing .................................................................................................................. 10 1.061 Proposal Pricing ....................................................................................................... 10 1.062 Price Term ................................................................................................................ 11 1.063 Tax Excluded from Price .......................................................................................... 11 1.070 Additional Requirements.................................................................................................... 11 1.071 Additional Terms and Conditions specific to this Contract....................................... 11 Article 2, Terms and Conditions .............................................................................................................. 12 2.000 Contract Structure and Term ............................................................................................. 12 2.001 Contract Term........................................................................................................... 12 2.002 Renewal(s) ...............................................................................................................12 2.003 Legal Effect............................................................................................................... 12 2.004 Attachments & Exhibits ............................................................................................ 12 2.005 Ordering.................................................................................................................... 12 2.006 Order of Precedence ................................................................................................ 12 2.007 Headings .................................................................................................................. 12 2.008 Form, Function & Utility ............................................................................................ 12 2.009 Reformation and Severability ................................................................................... 13 2.010 Consents and Approvals .......................................................................................... 13 2.011 No Waiver of Default ................................................................................................ 13 2.012 Survival..................................................................................................................... 13 2.020 Contract Administration ..................................................................................................... 13 2.021 Issuing Office............................................................................................................ 13 2.022 Contract Compliance Inspector (CCI) ...................................................................... 13 2.023 Project Manager .......................................................................................................13 2.024 Change Requests..................................................................................................... 14 2.025 Notices...................................................................................................................... 14 2.026 Binding Commitments .............................................................................................. 14 2.027 Relationship of the Parties ....................................................................................... 14 2.028 Covenant of Good Faith ........................................................................................... 15 2.029 Assignments ............................................................................................................. 15 2.030 General Provisions.............................................................................................................. 15 2.031 Media Releases........................................................................................................ 15 2.032 Contract Distribution................................................................................................. 15 2.033 Permits ..................................................................................................................... 15 2.034 Website Incorporation .............................................................................................. 15 2.035 Future Bidding Preclusion ........................................................................................ 15 2.036 Freedom of Information ............................................................................................ 15 2.037 Disaster Recovery .................................................................................................... 16 #071B9200082 3 TABLE OF CONTENTS 2.040 2.050 2.060 2.070 2.080 2.090 2.100 2.110 2.120 2.130 #071B9200082 CONTRACT NO. 071B9200082 Financial Provisions ........................................................................................................... 16 2.041 Fixed Prices for Services/Deliverables..................................................................... 16 2.042 Adjustments for Reductions in Scope of Services/Deliverables .............................. 16 2.043 Services/Deliverables Covered ................................................................................ 16 2.044 Invoicing and Payment – In General ........................................................................ 16 2.045 Pro-ration.................................................................................................................. 16 2.046 Antitrust Assignment ................................................................................................ 17 2.047 Final Payment........................................................................................................... 17 2.048 Electronic Payment Requirement............................................................................. 17 Taxes .................................................................................................................................... 17 2.051 Employment Taxes................................................................................................... 17 2.052 Sales and Use Taxes ............................................................................................... 17 Contract Management......................................................................................................... 17 2.061 Contractor Personnel Qualifications......................................................................... 17 2.062 Contractor Key Personnel ........................................................................................ 17 2.063 Re-assignment of Personnel at the State’s Request ............................................... 18 2.064 Contractor Personnel Location................................................................................. 18 2.065 Contractor Identification ........................................................................................... 18 2.066 Cooperation with Third Parties ................................................................................. 18 2.067 Contractor Return of State Equipment/Resources................................................... 18 2.068 Contract Management Responsibilities.................................................................... 19 Subcontracting by Contractor ........................................................................................... 19 2.071 Contractor Full Responsibility................................................................................... 19 2.072 State Consent to Delegation .................................................................................... 19 2.073 Subcontractor Bound to Contract ............................................................................. 19 2.074 Flow Down................................................................................................................19 2.075 Competitive Selection............................................................................................... 19 State Responsibilities ......................................................................................................... 19 2.081 Equipment ................................................................................................................19 2.082 Facilities.................................................................................................................... 20 Security ................................................................................................................................ 20 2.091 Background Checks ................................................................................................. 20 2.092 Security Breach Notification ..................................................................................... 20 Confidentiality...................................................................................................................... 20 2.101 Confidentiality ........................................................................................................... 20 2.102 Protection and Destruction of Confidential Information............................................ 21 2.103 Exclusions ................................................................................................................ 21 2.104 No Implied Rights ..................................................................................................... 21 2.105 Respective Obligations............................................................................................. 21 Records and Inspections.................................................................................................... 21 2.111 Inspection of Work Performed.................................................................................. 21 2.112 Examination of Records ........................................................................................... 22 2.113 Retention of Records................................................................................................ 22 2.114 Audit Resolution ....................................................................................................... 22 2.115 Errors........................................................................................................................ 22 Warranties ............................................................................................................................ 22 2.121 Warranties and Representations.............................................................................. 22 2.122 Warranty of Merchantability...................................................................................... 23 2.123 Warranty of Fitness for a Particular Purpose ........................................................... 24 2.124 Warranty of Title ....................................................................................................... 24 2.125 Equipment Warranty................................................................................................. 24 2.126 Equipment to be New ............................................................................................... 24 2.127 Prohibited Products .................................................................................................. 24 2.128 Consequences For Breach....................................................................................... 24 Insurance.............................................................................................................................. 24 2.131 Liability Insurance..................................................................................................... 24 2.132 Subcontractor Insurance Coverage.......................................................................... 26 2.133 Certificates of Insurance and Other Requirements .................................................. 26 4 TABLE OF CONTENTS 2.140 2.150 2.160 2.170 2.180 2.190 2.200 2.210 2.220 2.230 2.240 2.250 2.270 #071B9200082 CONTRACT NO. 071B9200082 Indemnification .................................................................................................................... 26 2.141 General Indemnification ........................................................................................... 26 2.142 Code Indemnification................................................................................................ 26 2.143 Employee Indemnification ........................................................................................ 26 2.144 Patent/Copyright Infringement Indemnification ........................................................ 27 2.145 Continuation of Indemnification Obligations............................................................. 27 2.146 Indemnification Procedures...................................................................................... 27 Termination/Cancellation ................................................................................................... 28 2.151 Notice and Right to Cure .......................................................................................... 28 2.152 Termination for Cause.............................................................................................. 28 2.153 Termination for Convenience ................................................................................... 28 2.154 Termination for Non-Appropriation ........................................................................... 28 2.135 Termination for Criminal Conviction ......................................................................... 29 2.156 Termination for Approvals Rescinded ...................................................................... 29 2.157 Rights and Obligations upon Termination ................................................................ 29 2.158 Reservation of Rights ............................................................................................... 29 Termination by Contractor ................................................................................................. 30 2.161 Termination by Contractor........................................................................................ 30 Transition Responsibilities ................................................................................................ 30 2.171 Contractor Transition Responsibilities...................................................................... 30 2.172 Contractor Personnel Transition............................................................................... 30 2.173 Contractor Information Transition............................................................................. 30 2.174 Contractor Software Transition................................................................................. 30 2.175 Transition Payments................................................................................................. 30 2.176 State Transition Responsibilities .............................................................................. 30 Stop Work............................................................................................................................. 31 2.181 Stop Work Orders..................................................................................................... 31 2.182 Cancellation or Expiration of Stop Work Order ........................................................ 31 2.183 Allowance of Contractor Costs ................................................................................. 31 Dispute Resolution.............................................................................................................. 31 2.191 In General................................................................................................................. 31 2.192 Informal Dispute Resolution ..................................................................................... 31 2.193 Injunctive Relief ........................................................................................................32 2.194 Continued Performance ........................................................................................... 32 Federal and State Contract Requirements ....................................................................... 32 2.201 Nondiscrimination ..................................................................................................... 32 2.202 Unfair Labor Practices.............................................................................................. 32 2.203 Workplace Safety and Discriminatory Harassment.................................................. 32 Governing Law..................................................................................................................... 33 2.211 Governing Law ......................................................................................................... 33 2.212 Compliance with Laws.............................................................................................. 33 2.213 Jurisdiction................................................................................................................ 33 Limitation of Liability .......................................................................................................... 33 2.221 Limitation of Liability ................................................................................................. 33 Disclosure Responsibilities ............................................................................................... 33 2.231 Disclosure of Litigation ............................................................................................. 33 2.232 Call Center Disclosure.............................................................................................. 34 2.233 Bankruptcy................................................................................................................ 34 Performance......................................................................................................................... 34 2.241 Time of Performance................................................................................................ 34 2.243 Liquidated Damages ................................................................................................ 35 2.244 Excusable Failure.....................................................................................................35 Approval of Deliverables .................................................................................................... 35 State Standards ................................................................................................................... 35 2.271 Existing Technology Standards................................................................................ 35 2.272 Acceptable Use Policy.............................................................................................. 35 5 TABLE OF CONTENTS 2.280 2.290 CONTRACT NO. 071B9200082 Extended Purchasing.......................................................................................................... 36 Environmental Provision .................................................................................................... 36 2.291 Environmental Provision........................................................................................... 36 ATTACHMENTS: Attachment A, Pricing Attachment B, DNR Form PR-9302 #071B9200082 6 DEFINITIONS CONTRACT NO. 071B9200082 DEFINITIONS “Days” means calendar days unless otherwise specified. “24x7x365” means 24 hours a day, seven days a week, and 365 days a year (including the 366th day in a leap year). “Additional Service” means any Services/Deliverables within the scope of the Contract, but not specifically provided under any Statement of Work, that once added will result in the need to provide the Contractor with additional consideration. “Audit Period” has the meaning given in Section 2.093. “Business Day,” whether capitalized or not, shall mean any day other than a Saturday, Sunday or State-recognized legal holiday (as identified in the Collective Bargaining Agreement for State employees) from 8:00am EST through 5:00pm EST unless otherwise stated. “Blanket Purchase Order” is an alternate term for Contract and is used in the States computer system. “Business Critical” means any function identified in any Statement of Work as Business Critical. “Chronic Failure” is defined in any applicable Service Level Agreements. “Deleted – Not Applicable” means that section is not applicable or included in this Contract. This is used as a placeholder to maintain consistent numbering. “Deliverable” means physical goods and/or commodities as required or identified by a Statement of Work “DMB” means the Michigan Department of Management and Budget “Environmentally preferable products” means a product or service that has a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose. Such products or services may include, but are not limited to, those which contain recycled content, minimize waste, conserve energy or water, and reduce the amount of toxics either disposed of or consumed. “Excusable Failure” has the meaning given in Section 2.214. “Hazardous material” means any material defined as hazardous under the latest version of federal Emergency Planning and Community Right-to-Know Act of 1986 (including revisions adopted during the term of the Contract). “Incident” means any interruption in Services. “ITB” is a generic term used to describe an Invitation to Bid. The ITB serves as the document for transmitting the RFP to potential bidders “Key Personnel” means any Personnel designated in Section 1.031 as Key Personnel. “New Work” means any Services/Deliverables outside the scope of the Contract and not specifically provided under any Statement of Work, that once added will result in the need to provide the Contractor with additional consideration. “Ozone-depleting substance” means any substance the Environmental Protection Agency designates in 40 CFR part 82 as: (1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or (2) Class II, including, but not limited to, hydrochlorofluorocarbons. “Post-Consumer Waste” means any product generated by a business or consumer which has served its intended end use, and which has been separated or diverted from solid waste for the purpose of recycling into a usable commodity or product, and which does not include post-industrial waste. “Post-Industrial Waste” means industrial by-products which would otherwise go to disposal and wastes generated after completion of a manufacturing process, but does not include internally generated scrap commonly returned to industrial or manufacturing processes. #071B9200082 7 DEFINITIONS CONTRACT NO. 071B9200082 “Recycling” means the series of activities by which materials that are no longer useful to the generator are collected, sorted, processed, and converted into raw materials and used in the production of new products. This definition excludes the use of these materials as a fuel substitute or for energy production. “Reuse” means using a product or component of municipal solid waste in its original form more than once. “RFP” means a Request for Proposal designed to solicit proposals for services. “Services” means any function performed for the benefit of the State. “Source reduction” means any practice that reduces the amount of any hazardous substance, pollutant, or contaminant entering any waste stream or otherwise released into the environment prior to recycling, energy recovery, treatment, or disposal. “State Location” means any physical location where the State performs work. State Location may include state-owned, leased, or rented space. “Subcontractor” means a company Contractor delegates performance of a portion of the Services to, but does not include independent contractors engaged by Contractor solely in a staff augmentation role. “Unauthorized Removal” means the Contractor’s removal of Key Personnel without the prior written consent of the State. “Waste prevention” means source reduction and reuse, but not recycling. “Waste reduction”, or “pollution prevention” means the practice of minimizing the generation of waste at the source and, when wastes cannot be prevented, utilizing environmentally sound on-site or off-site reuse and recycling. The term includes equipment or technology modifications, process or procedure modifications, product reformulation or redesign, and raw material substitutions. Waste treatment, control, management, and disposal are not considered pollution prevention, per the definitions under Part 143, Waste Minimization, of the Natural Resources and Environmental Protection Act (NREPA), 1994 PA 451, as amended. “Work in Progress” means a Deliverable that has been partially prepared, but has not been presented to the State for Approval. “Work Product” refers to any data compilations, reports, and other media, materials, or other objects or works of authorship created or produced by the Contractor as a result of an in furtherance of performing the services required by this Contract. #071B9200082 8 TERMS AND CONDITIONS CONTRACT NO. 071B9200082 Article 1 – Statement of Work (SOW) 1.010 Project Identification 1.011 Project Request The purpose of this Contract is to award multiple contracts to qualified marine surveyors to provide dry dock inspections of charter boats as required by Michigan law, Part 445 of 1994 PA 451. The period of service is through November 18, 2013. 1.012 Background Part 445 of 1994 PA 451 regulates the operation and licensing of vessels carrying passengers for hire (charter boats). This law provides that the Department of Natural Resources shall inspect, or provide for the inspection of charter boats operating in Michigan waters. The law further provides that a charter boat shall be inspected dockside every two years and out of the water (dry dock) every six years. The subject of the inspection is the presence and serviceability of the equipment and documentation that is required to be installed or carried on a charter boat by Administrative Rule R281.3101-R281.3506. These inspections are the responsibility of the Department of Natural Resources-Law Enforcement Division (DNR-LED). Prior to 1985, a unit of conservation officers who were specifically trained and dedicated to this task did the inspection of charter boats. In 1985 this unit was disbanded for efficiency reasons and officers assigned to shoreline counties are currently doing the inspections. The DNR-LED is seriously concerned about its ability to continue providing these inspections due to difficulties in locating and providing appropriate training. The Division also believes that the inspection of charter boats is not a core responsibility of the agency and that conservation officer effort is more appropriately spent in resource and public safety enforcement. 1.020 Scope of Work and Deliverables 1.021 In Scope The contractor shall provide timely inspection of vessels that have never been inspected prior to initial licensing and vessels requiring re-inspection. Based on previous years, 250 inspections per year are anticipated. This is an estimate and does not guarantee any work. 1.022 Work and Deliverable Contractor must provide Deliverables/Services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below: Dry Dock Inspections: 1. Inspect vessel while it is out of the water. Visual inspection of electrical, plumbing, rigging, mechanical, propulsion systems, safety systems, fuel system, fire suppression systems, construction and related components. Each of these systems are examined and transcribed in the body of the survey. 2. Contractor will complete DNR form PR-9302 (see Attachment B). 3. Contractor will indicate the quantity of items listed; whether the item is satisfactory, unsatisfactory or not applicable. 4. If all required items are in satisfactory condition, contractor will leave a copy of the form with the applicant, and forward a copy to the DNR-LED, in Lansing, Michigan. 5. If any required items are found to be unsatisfactory, the contractor will make a notation on the form. If the item cannot be immediately corrected, the contractor will arrange for a follow up inspection; contractor will retain all copies of the form. Upon satisfactory re-inspection, the contractor will perform task no. 4. 6. The contractor or his/her designated representative, will contact an applicant for dry dock inspection within three (3) days of when the contractor is contacted by the applicant to arrange for a dry dock inspection. 7. The contractor will perform the dry dock inspection within two (2) weeks after the initial contact from the applicant. #071B9200082 9 TERMS AND CONDITIONS 1.030 CONTRACT NO. 071B9200082 Roles and Responsibilities 1.031 Contractor Staff, Roles, and Responsibilities The contractor’s must identify contractor staff and provide information on their qualifications and certifications which are necessary to perform the required tasks of this contract. Contractor’s should identify, by name, individuals that are to be designated as Key personnel, and describe in detail their roles and responsibilities. Leslie J. Salliotte- Primary surveyor. Al Burns- Inspection Lindsay Salliotte- Assisting inspection. 1.040 Project Plan 1.041 Project Plan Management The contractor’s project manager will communicate regularly with the DNR’s project manager to review progress, resolve problems, and discuss future inspections. The frequency and form of these communications will be mutually agreed upon by DNR and contractor, within five (5) days of the signing of the contract. 1.042 Reports The following reports will be required from the contractor: 1. 2. Within one week of completion of a satisfactory inspection, the contractor will submit to DNR-LED project manager, a completed DNR form PR-9302. The contractor will submit bi-weekly summaries of progress which outline the work accomplished during the report period; work to be accomplished during the subsequent report period, problems-real or anticipated, which should be brought to the attention of the DNR project manager; and notification of any significant deviation from previously agreed upon work plans. Bi-weekly summaries will be due the first Monday of the following two-week reporting period and will be submitted electronically as a Microsoft Word document. 1.050 Acceptance 1.051 Criteria The following criteria will be used by the State to determine Acceptance of the Services or Deliverables provided under this SOW: Each inspection will be considered complete when all inspected items are rated as satisfactory and the DNR form PR9302 is completed and submitted to the DNR. 1.052 Final Acceptance The contract shall be considered complete when all inspections requested for the given year, have been completed and inspection certificates have been issued. 1.060 Proposal Pricing 1.061 Proposal Pricing Contracts will be fixed price with all travel expenses and one re-inspection included (if necessary). The state will allow multiple prices based on geographic areas. See Price List (Attachment A) for details. See Attachment A for quick payment terms. Contractor’s out-of-pocket expenses are not separately reimbursable by the State unless, on a case-by-case basis for unusual expenses, the State has agreed in advance and in writing to reimburse Contractor for the expense at the State’s current travel reimbursement rates. See www.michigan.gov/dmb for current rates. #071B9200082 10 TERMS AND CONDITIONS 1.062 Price Term (X) Firm Fixed Price CONTRACT NO. 071B9200082 Prices quoted are firm for the entire length of the Contract. 1.063 Tax Excluded from Price (a) Sales Tax: For purchases made directly by the State, the State is exempt from State and Local Sales Tax. Prices must not include the taxes. Exemption Certificates for State Sales Tax will be furnished upon request. (b) Federal Excise Tax: The State may be exempt from Federal Excise Tax, or the taxes may be reimbursable, if articles purchased under any resulting Contract are used for the State’s exclusive use. Certificates showing exclusive use for the purposes of substantiating a tax-free, or tax-reimbursable sale will be sent upon request. If a sale is tax exempt or tax reimbursable under the Internal Revenue Code, prices must not include the Federal Excise Tax. 1.064 Holdback RESERVED 1.070 Additional Requirements 1.071 Additional Terms and Conditions specific to this Contract RESERVED #071B9200082 11 TERMS AND CONDITIONS CONTRACT NO. 071B9200082 Article 2, Terms and Conditions 2.000 Contract Structure and Term 2.001 Contract Term This Contract is for a period of five years beginning November 19, 2008 through November 18, 2013. All outstanding Purchase Orders must also expire upon the termination (cancellation for any of the reasons listed in Section 2.130) of the Contract, unless otherwise extended under the Contract. Absent an early termination for any reason, Purchase Orders issued but not expired, by the end of the Contract’s stated term, will remain in effect for the balance of the fiscal year for which they were issued. 2.002 Renewal(s) RESERVED 2.003 Legal Effect Contractor shall show acceptance of this Contract by signing two copies of the Contract and returning them to the Contract Administrator. The Contractor shall not proceed with the performance of the work to be done under the Contract, including the purchase of necessary materials, until both parties have signed the Contract to show acceptance of its terms, and the Contractor receives a contract release/purchase order that authorizes and defines specific performance requirements. Except as otherwise agreed in writing by the parties, the State assumes no liability for costs incurred by Contractor or payment under this Contract, until Contractor is notified in writing that this Contract (or Change Order) has been approved by the State Administrative Board (if required), approved and signed by all the parties, and a Purchase Order against the Contract has been issued. 2.004 Attachments & Exhibits All Attachments and Exhibits affixed to any and all Statement(s) of Work, or appended to or referencing this Contract, are incorporated in their entirety and form part of this Contract. 2.005 Ordering The State will issue a written Purchase Order, Blanket Purchase Order, Direct Voucher or Procurement Card Order, which must be approved by the Contract Administrator or the Contract Administrator's designee, to order any Services/Deliverables under this Contract. All orders are subject to the terms and conditions of this Contract. No additional terms and conditions contained on either a Purchase Order or Blanket Purchase Order apply unless they are also specifically contained in that Purchase Order's or Blanket Purchase Order's accompanying Statement of Work. 2.006 Order of Precedence (a) The Contract, including any Statements of Work and Exhibits, to the extent not contrary to the Contract, each of which is incorporated for all purposes, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, whether written or oral, with respect to the subject matter and as additional terms and conditions on the purchase order must apply as limited by Section 2.005. (b) In the event of any inconsistency between the terms of the Contract and a Statement of Work, the terms of the Statement of Work will take precedence (as to that Statement of Work only); provided, however, that a Statement of Work may not modify or amend the terms of the Contract, which may be modified or amended only by a formal Contract amendment. 2.007 Headings Captions and headings used in the Contract are for information and organization purposes. Captions and headings, including inaccurate references, do not, in any way, define or limit the requirements or terms and conditions of the Contract. 2.008 Form, Function & Utility If the Contract is for use of more than one State agency and if the Deliverable/Service does not the meet the form, function, and utility required by that State agency, that agency may, subject to State purchasing policies, procure the Deliverable/Service from another source. #071B9200082 12 TERMS AND CONDITIONS CONTRACT NO. 071B9200082 2.009 Reformation and Severability Each provision of the Contract is severable from all other provisions of the Contract and, if one or more of the provisions of the Contract is declared invalid, the remaining provisions of the Contract remain in full force and effect. 2.010 Consents and Approvals Except as expressly provided otherwise in the Contract, if either party requires the consent or approval of the other party for the taking of any action under the Contract, the consent or approval must be in writing and must not be unreasonably withheld or delayed. 2.011 No Waiver of Default If a party fails to insist upon strict adherence to any term of the Contract then the party has not waived the right to later insist upon strict adherence to that term, or any other term, of the Contract. 2.012 Survival Any provisions of the Contract that impose continuing obligations on the parties, including without limitation the parties’ respective warranty, indemnity and confidentiality obligations, survive the expiration or termination of the Contract for any reason. Specific references to survival in the Contract are solely for identification purposes and not meant to limit or prevent the survival of any other section. 2.020 Contract Administration 2.021 Issuing Office This Contract is issued by the Department of Management and Budget, Purchasing Operations and Department of Natural Resources (collectively, including all other relevant State of Michigan departments and agencies, the “State”). Purchasing Operations is the sole point of contact in the State with regard to all procurement and contractual matters relating to the Contract. Purchasing Operations is the only State office authorized to change, modify, amend, alter or clarify the prices, specifications, terms and conditions of this Contract. The Contractor Administrator within Purchasing Operations for this Contract is: Jim Wilson Purchasing Operations Department of Management and Budget Mason Bldg, 2nd Floor PO Box 30026 Lansing, MI 48909 Email: wilsonj4@michigan.gov Phone: 517-241-1916 2.022 Contract Compliance Inspector (CCI) After DMB-Purchasing Operations receives the properly executed Contract, it is anticipated that the Director of Purchasing Operations, in consultation with the Department of Natural Resources, will direct the person named below, or any other person so designated, to monitor and coordinate the activities for the Contract on a day-to-day basis during its term. However, monitoring of this Contract implies no authority to change, modify, clarify, amend, or otherwise alter the prices, terms, conditions and specifications of the Contract as that authority is retained by DMB Purchasing Operations. The Contract Compliance Inspector for this Contract is: Lt. Creig Grey District 5 Law Enforcement Roscommon Operations Service Center 8717 N. Roscommon Road Roscommon, MI 48653 Email: GreyC@michigan.gov Phone: 989-275-5151 2.023 Project Manager The following individual will oversee the project: Same as in Section 2.022 #071B9200082 13 TERMS AND CONDITIONS CONTRACT NO. 071B9200082 2.024 Change Requests The State reserves the right to request from time to time any changes to the requirements and specifications of the Contract and the work to be performed by the Contractor under the Contract. During the course of ordinary business, it may become necessary for the State to discontinue certain business practices or create Additional Services/Deliverables. At a minimum, to the extent applicable, the State would like the Contractor to provide a detailed outline of all work to be done, including tasks necessary to accomplish the services/deliverables, timeframes, listing of key personnel assigned, estimated hours for each individual per task, and a complete and detailed cost justification. If the Contractor does not so notify the State, the Contractor has no right to claim thereafter that it is entitled to additional compensation for performing that service or providing that deliverable. Change Requests: (a) By giving Contractor written notice within a reasonable time, the State must be entitled to accept a Contractor proposal for Change, to reject it, or to reach another agreement with Contractor. Should the parties agree on carrying out a Change, a written Contract Change Notice must be prepared and issued under this Contract, describing the Change and its effects on the Services and any affected components of this Contract (a “Contract Change Notice”). (b) No proposed Change must be performed until the proposed Change has been specified in a duly executed Contract Change Notice issued by the Department of Management and Budget, Purchasing Operations. (c) If the State requests or directs the Contractor to perform any activities that Contractor believes constitute a Change, the Contractor must notify the State that it believes the requested activities are a Change before beginning to work on the requested activities. If the Contractor fails to notify the State before beginning to work on the requested activities, then the Contractor waives any right to assert any claim for additional compensation or time for performing the requested activities. If the Contractor commences performing work outside the scope of this Contract and then ceases performing that work, the Contractor must, at the request of the State, retract any out-of-scope work that would adversely affect the Contract. 2.025 Notices Any notice given to a party under the Contract must be deemed effective, if addressed to the party as addressed below, upon: (i) delivery, if hand delivered; (ii) receipt of a confirmed transmission by facsimile if a copy of the notice is sent by another means specified in this Section; (iii) the third Business Day after being sent by U.S. mail, postage pre-paid, return receipt requested; or (iv) the next Business Day after being sent by a nationally recognized overnight express courier with a reliable tracking system. State: State of Michigan Purchasing Operations Attention: Jim Wilson PO Box 30026 530 West Allegan Lansing, Michigan 48909 Contractor: Downriver Marine Surveyors 2304 18th Wyandotte, MI 48192 Either party may change its address where notices are to be sent by giving notice according to this Section. 2.026 Binding Commitments Representatives of Contractor must have the authority to make binding commitments on Contractor’s behalf within the bounds set forth in this Contract. Contractor may change the representatives from time to time upon written notice. 2.027 Relationship of the Parties The relationship between the State and Contractor is that of client and independent contractor. No agent, employee, or servant of Contractor or any of its Subcontractors must be or must be deemed to be an employee, agent or servant of the State for any reason. Contractor will be solely and entirely responsible for its acts and the acts of its agents, employees, servants and Subcontractors during the performance of the Contract. #071B9200082 14 TERMS AND CONDITIONS CONTRACT NO. 071B9200082 2.028 Covenant of Good Faith Each party must act reasonably and in good faith. Unless stated otherwise in the Contract, the parties will not unreasonably delay, condition or withhold the giving of any consent, decision or approval that is either requested or reasonably required of them in order for the other party to perform its responsibilities under the Contract. 2.029 Assignments (a) Neither party may assign the Contract, or assign or delegate any of its duties or obligations under the Contract, to any other party (whether by operation of law or otherwise), without the prior written consent of the other party; provided, however, that the State may assign the Contract to any other State agency, department, division or department without the prior consent of Contractor and Contractor may assign the Contract to an affiliate so long as the affiliate is adequately capitalized and can provide adequate assurances that the affiliate can perform the Contract. The State may withhold consent from proposed assignments, subcontracts, or novations when the transfer of responsibility would operate to decrease the State’s likelihood of receiving performance on the Contract or the State’s ability to recover damages. (b) Contractor may not, without the prior written approval of the State, assign its right to receive payments due under the Contract. If the State permits an assignment, the Contractor is not relieved of its responsibility to perform any of its contractual duties, and the requirement under the Contract that all payments must be made to one entity continues. (c) If the Contractor intends to assign the contract or any of the Contractor's rights or duties under the Contract, the Contractor must notify the State in writing at least 90 days before the assignment. The Contractor also must provide the State with adequate information about the assignee within a reasonable amount of time before the assignment for the State to determine whether to approve the assignment. 2.030 General Provisions 2.031 Media Releases News releases (including promotional literature and commercial advertisements) pertaining to the RFP and Contract or project to which it relates shall not be made without prior written State approval, and then only in accordance with the explicit written instructions from the State. No results of the activities associated with the RFP and Contract are to be released without prior written approval of the State and then only to persons designated. 2.032 Contract Distribution Purchasing Operations retains the sole right of Contract distribution to all State agencies and local units of government unless other arrangements are authorized by Purchasing Operations. 2.033 Permits Contractor must obtain and pay any associated costs for all required governmental permits, licenses and approvals for the delivery, installation and performance of the Services. The State must pay for all costs and expenses incurred in obtaining and maintaining any necessary easements or right of way. 2.034 Website Incorporation The State is not bound by any content on the Contractor’s website, even if the Contractor’s documentation specifically referenced that content and attempts to incorporate it into any other communication, unless the State has actual knowledge of the content and has expressly agreed to be bound by it in a writing that has been manually signed by an authorized representative of the State. 2.035 Future Bidding Preclusion Contractor acknowledges that, to the extent this Contract involves the creation, research, investigation or generation of a future RFP, it may be precluded from bidding on the subsequent RFP. The State reserves the right to disqualify any bidder if the State determines that the bidder has used its position (whether as an incumbent Contractor, or as a Contractor hired to assist with the RFP development, or as a Vendor offering free assistance) to gain a competitive advantage on the RFP. 2.036 Freedom of Information All information in any proposal submitted to the State by Contractor and this Contract is subject to the provisions of the Michigan Freedom of Information Act, 1976 Public Act No. 442, as amended, MCL 15.231, et seq (the “FOIA”). #071B9200082 15 TERMS AND CONDITIONS CONTRACT NO. 071B9200082 2.037 Disaster Recovery Contractor and the State recognize that the State provides essential services in times of natural or man-made disasters. Therefore, except as so mandated by Federal disaster response requirements, Contractor personnel dedicated to providing Services/Deliverables under this Contract will provide the State with priority service for repair and work around in the event of a natural or man-made disaster. 2.040 Financial Provisions 2.041 Fixed Prices for Services/Deliverables Each Statement of Work or Purchase Order issued under this Contract shall specify (or indicate by reference to the appropriate Contract Exhibit) the firm, fixed prices for all Services/Deliverables, and the associated payment milestones and payment amounts. The State may make progress payments to the Contractor when requested as work progresses, but not more frequently than monthly, in amounts approved by the Contract Administrator, after negotiation. Contractor must show verification of measurable progress at the time of requesting progress payments. 2.042 Adjustments for Reductions in Scope of Services/Deliverables If the scope of the Services/Deliverables under any Statement of Work issued under this Contract is subsequently reduced by the State, the parties shall negotiate an equitable reduction in Contractor’s charges under such Statement of Work commensurate with the reduction in scope. 2.043 Services/Deliverables Covered For all Services/Deliverables to be provided by Contractor (and its Subcontractors, if any) under this Contract, the State shall not be obligated to pay any amounts in addition to the charges specified in this Contract. 2.044 Invoicing and Payment – In General (a) Each Statement of Work issued under this Contract shall list (or indicate by reference to the appropriate Contract Exhibit) the prices for all Services/Deliverables, equipment and commodities to be provided, and the associated payment milestones and payment amounts. (b) Each Contractor invoice will show details as to charges by Service/Deliverable component and location at a level of detail reasonably necessary to satisfy the State’s accounting and charge-back requirements. Invoices for Services performed on a time and materials basis will show, for each individual, the number of hours of Services performed during the billing period, the billable skill/labor category for such person and the applicable hourly billing rate. Prompt payment by the State is contingent on the Contractor’s invoices showing the amount owed by the State minus any holdback amount to be retained by the State in accordance with Section 1.064. (c) Correct invoices will be due and payable by the State, in accordance with the State’s standard payment procedure as specified in 1984 Public Act No. 279, MCL 17.51 et seq., within 45 days after receipt, provided the State determines that the invoice was properly rendered. (d) All invoices should reflect actual work done. Specific details of invoices and payments will be agreed upon between the Contract Administrator and the Contractor after the proposed Contract Agreement has been signed and accepted by both the Contractor and the Director of Purchasing Operations, Department of Management & Budget. This activity will occur only upon the specific written direction from Purchasing Operations. The specific payment schedule for any Contract(s) entered into, as the State and the Contractor(s) will mutually agree upon. The schedule should show payment amount and should reflect actual work done by the payment dates, less any penalty cost charges accrued by those dates. As a general policy statements shall be forwarded to the designated representative by the 15th day of the following month. The Government may make progress payments to the Contractor when requested as work progresses, but not more frequently than monthly, in amounts approved by the Contract Administrator, after negotiation. Contractor must show verification of measurable progress at the time of requesting progress payments. 2.045 Pro-ration To the extent there are any Services that are to be paid for on a monthly basis, the cost of such Services shall be prorated for any partial month. #071B9200082 16 TERMS AND CONDITIONS CONTRACT NO. 071B9200082 2.046 Antitrust Assignment The Contractor assigns to the State any claim for overcharges resulting from antitrust violations to the extent that those violations concern materials or services supplied by third parties to the Contractor, toward fulfillment of this Contract. 2.047 Final Payment The making of final payment by the State to Contractor does not constitute a waiver by either party of any rights or other claims as to the other party’s continuing obligations under the Contract, nor will it constitute a waiver of any claims by one party against the other arising from unsettled claims or failure by a party to comply with this Contract, including claims for Services and Deliverables not reasonably known until after acceptance to be defective or substandard. Contractor’s acceptance of final payment by the State under this Contract shall constitute 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 unsettled. 2.048 Electronic Payment Requirement Electronic transfer of funds is required for payments on State Contracts. Contractors are required to register with the State electronically at http://www.cpexpress.state.mi.us. As stated in Public Act 431 of 1984, all contracts that the State enters into for the purchase of goods and services shall provide that payment will be made by electronic fund transfer (EFT). 2.050 Taxes 2.051 Employment Taxes Contractors are expected to collect and pay all applicable federal, state, and local employment taxes, including the taxes. 2.052 Sales and Use Taxes Contractors are required to be registered and to remit sales and use taxes on taxable sales of tangible personal property or services delivered into the State. Contractors that lack sufficient presence in Michigan to be required to register and pay tax must do so as a volunteer. This requirement extends to: (1) all members of any controlled group as defined in § 1563(a) of the Internal Revenue Code and applicable regulations of which the company is a member, and (2) all organizations under common control as defined in § 414(c) of the Internal Revenue Code and applicable regulations of which the company is a member that make sales at retail for delivery into the State are registered with the State for the collection and remittance of sales and use taxes. In applying treasury regulations defining “two or more trades or businesses under common control” the term “organization” means sole proprietorship, a partnership (as defined in § 701(a) (2) of the Internal Revenue Code), a trust, an estate, a corporation, or a limited liability company. 2.060 Contract Management 2.061 Contractor Personnel Qualifications All persons assigned by Contractor to the performance of Services under this Contract must be employees of Contractor or its majority-owned (directly or indirectly, at any tier) subsidiaries (or a State-approved Subcontractor) and must be fully qualified to perform the work assigned to them. Contractor must include a similar provision in any subcontract entered into with a Subcontractor. For the purposes of this Contract, independent contractors engaged by Contractor solely in a staff augmentation role must be treated by the State as if they were employees of Contractor for this Contract only; however, the State understands that the relationship between Contractor and Subcontractor is an independent contractor relationship. 2.062 (a) Contractor Key Personnel The Contractor must provide the Contract Compliance Inspector with the names of the Key Personnel. (b) Key Personnel must be dedicated as defined in the Statement of Work to the Project for its duration in the applicable Statement of Work with respect to other individuals designated as Key Personnel for that Statement of Work. #071B9200082 17 TERMS AND CONDITIONS CONTRACT NO. 071B9200082 (c) The State will have the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, will introduce the individual to the appropriate State representatives, and will provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection. (d) Contractor must not remove any Key Personnel from their assigned roles or the Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). Unauthorized Removals does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation or for cause termination of the Key Personnel’s employment. Unauthorized Removals does not include replacing Key Personnel because of promotions or other job movements allowed by Contractor personnel policies or Collective Bargaining Agreement(s) as long as the State receives prior written notice before shadowing occurs and Contractor provides 30 days of shadowing unless parties agree to a different