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STATE OF MICHIGAN Michigan State Police

Purchasing

Invitation to Bid No. 055115B0004990 Primary and Back-Up Weapons, Holsters, and Tactical Lights

Michigan State Police

Buyer Name: Paula Hurst Thomas Telephone Number: (517) 241-1065

E-Mail Address: HurstP3@michigan.gov

ISSUE DATE: MAY 6, 2015

ANTICIPATED TIMELINE

DEADLINE FOR BIDDER TO SUBMIT QUESTIONS: 9:00 AM EST ON MAY 11, 2015

STATE ANSWERS TO BIDDER QUESTIONS: MAY 13, 2015

FINAL DEADLINE TO SUBMIT PROPOSAL: 9:00 AM EST ON MAY 20, 2015

ANTICIPATED PURCHASE ORDER BEGIN DATE: MAY 26, 2015

The information in this document is subject to change. Check www.buy4michigan.com for the current information.

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ITB No. 055115B0004990 Primary and Back-Up Weapons, Holsters, and Tactical Lights

Michigan State Police Bid Instructions

Bidders are reminded that the sole point of contact concerning this Invitation to Bid (ITB) is the Michigan State Police (MSP)-Purchasing Buyer assigned to this ITB. The State, except through the Buyer, will not respond to telephone inquiries or email requests concerning this ITB by Bidders or their representatives. Any communication outside of this process may result in disqualification or debarment or both. Only those communications made by the State in writing will be binding with respect to this ITB. QUESTIONS. Questions concerning the ITB must be submitted by email no later than 9:00 am EST on May 11, 2015, to:

Paula Hurst Thomas, Buyer Email: HurstP3@michigan.gov

In the interest of full transparency, only written questions will be accepted. Answers to questions will be posted on www.buy4michigan.com as an amendment under the ITB number. The issuance of this ITB, the receipt of bids, and the evaluation of bids does not bind or impose legal obligation upon the State or the supplier(s) in any way. The State may discontinue this process at any time for any or no reason.

• The bid must state how long it remains valid. This period must be at least 90

days from the due date for responses to this Invitation to Bid (ITB). • The bid must specify lead time for delivery. • The attached, signed, Signature Authority form (below) must be submitted.

• Bidders should enter their bid amount on www.buy4michigan.com under Item

#1 and in the attached Price Proposal Form. • All bids must be F.O.B. Destination with transportation charges prepaid on the

order. Other F.O.B. terms may not be accepted and may disqualify a Bidder from further consideration.

• Delivery of Proposal:

LATE PROPOSALS WILL NOT BE ACCEPTED

A PROPOSAL RECEIVED AT 9:00:01 AM EST IS CONSIDERED A LATE PROPOSAL

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Electronic – The bidder must submit its proposal, all attachments, and any modifications or withdraws electronically through www.buy4michigan.com. The bidder should provide the documents in a modifiable form (e.g. Microsoft Word), but has the option to also provide copies of any documents in a non-modifiable form (e.g. PDF). Failure to submit your proposal as required may result in disqualification of your proposal. The proposal and attachments must be fully uploaded prior to the 9:00 a.m. EST on the due date. At 9:00 a.m. the system cuts off signaling the end of the response time.

Questions on how to submit information or how to navigate in the buy4michigan system can be answered by calling (517) 373-4111 or (888) 734-9749.

• Vendor Categories must be completed on www.Buy4Michigan.com. PLEASE NOTE THE FOLLOWING:

• This document must be completed and included as part of the Bidders response. Failure to complete and include this document will cause the Bidder’s proposal to be non-responsive and it will not be considered for award.

• This bid is brand/model specific. No alternate bids will be accepted.

• Vendors must be the manufacturer or a manufacturer authorized distributor.

The State reserves the right to further verify distributor status with the manufacturer.

• If you are using a Subcontractor or partnering with another company, it must be clearly explained which parties will perform what services and provide detailed information with respect to prior experience of each party (prime, subcontractor, partner) in providing the goods and services of similar size and scope as described in this solicitation. You must also detail any prior experience in partnering with subcontractors or partners (that you would work with in fulfilling the obligations of the resulting contract) on a particular project (one to two references providing the same bulleted information as listed above). If you do not have prior experience working with the proposed subcontractor and/or partner please make a statement with respect to the relationship.

• If you or your company assisted with the development of the specifications found within this Invitation to Bid, you or your company are not eligible to bid on this solicitation.

• The State reserves the right to verify all information and perform additional reference checks regarding the Bidder's prior performance, including prior experiences not submitted as a response to this ITB.

• This bid will be awarded to the bidder who offers the best combination of deliverables, specifications, delivery time frames, and price as determined by

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DTMB and MSP. The State will post the award (“Notice of Recommendation”) on www.buy4michigan.com under the RFP number.

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ITB No. 055115B0004990 Primary and Back-Up Weapons, Holsters, and Tactical Lights

Michigan State Police

SIGNATURE AUTHORITY I/We certify that the undersigned is authorized to submit bids/quotations on behalf of __________________. The information provided about __________________________ ability to provide the goods and/or services outlined in this solicitation document is true and accurate. I/We understand that our product and/or service offerings must be in compliance with all requirements of this solicitation document. ___________________________________________ Name of Bidder/Contractor/Supplier ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ Address of Contractor/Supplier ___________________________________________ Telephone No. of Contractor/Supplier ___________________________________________ Fax No. of Contractor/Supplier ___________________________________________ E-mail Address of Contractor/Supplier ____________________________________________ Signature of Contractor/Supplier’s Authorized Representative ___________________________________________ Title of Supplier Representative ______________________________ Date ____________________________________________ Additional Signature Contractor/Supplier’s Authorized Representative ___________________________________________ Title of Supplier Representative ______________________________ Date

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ITB No. 055115B0004990 Primary and Back-Up Weapons, Holsters, and Tactical Lights

Michigan State Police Specifications

Questions Due Date: By May 11, 2015 9:00 AM Answers to be Posted: By May 13, 2015

ITB Due Date: By May 20, 2015 9:00 AM Delivery Date for Goods: By June 15, 2015 This Invitation to Bid is for the one-time purchase of primary and back-up weapons, holsters, and tactical lights for the Michigan State Police. This bid is brand/model specific. No alternate bids will be accepted. Specifications for this purchase are as follows: Pistols: Glock Gen4 – G26

Caliber/System: G26, Gen4, 9mmx19 / Safe Action – Constant Double Action Mode Dimensions: Length: 163 mm / 6.41 inches Width: 30.00mm / 1.18 inches Length Between Sights: 137mm / 5.39 inches Height: 106mm / 4.17 inches Barrel Height: 32 mm / 1.26 inches Barrel Length: 87mm / 3.42 inches Weights: Unloaded: 615g / 21.71 ounces Loaded: 740g / 26.12 ounces Trigger Pull / Travel: Trigger Pull: ~2.5kg / ~5.5 pounds Trigger Travel: ~12.5mm / 0.49 inches Barrel Rifling / Length of Twist: Barrel Rifling: Right Hand, Hexagonal Length of Twist: 250mm / 9.84 inches Slide Finish: Nitride Sights: Glock Night Sight Set (GNS) Extended Magazine Catch: Extended

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Magazine Capacity:

Standard: 10 round Extended: 12 round G17 Standard: 17 Glock Gen4 – G17

Caliber/System: G17, Gen4, 9mmx19 / Safe Action – Constant Double Action Mode Dimensions: Length: 186 mm / 7.32 inches Width: 30.00mm / 1.18 inches Length Between Sights: 165mm / 6.50 inches Height: 138mm / 5.43 inches Barrel Height: 32 mm / 1.26 inches Barrel Length: 114mm / 4.49 inches Weights: Unloaded: 710g / 25.06 ounces Loaded: 910g / 32.12 ounces Trigger Pull / Travel: Trigger Pull: ~2.5kg / ~5.5 pounds Trigger Travel: ~12.5mm / 0.49 inches Barrel Rifling / Length of Twist: Barrel Rifling: Right Hand, Hexagonal Length of Twist: 250mm / 9.84 inches Slide Finish: Nitride Sights: Glock Night Sight Set (GNS) Extended Magazine Catch: Extended Magazine Capacity: Standard: Three (3) standard 17 round magazines Holsters: 7360 7TS ALS DUTY HOLSTER WITH LIGHT FOR: Glock 17 • Level III Retention™ Holster • ALS® (Automatic Locking System) secures weapon once holstered, simple straight up draw once release is deactivated • SLS (Self Locking System) Rotating Hood • A proprietary nylon blend that is completely nonabrasive to a firearm’s finish • Raised stand-off surfaces in the interior of the holster to create air space around the weapon allowing dirt and moisture to quickly clear any contact with the firearm

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• Very high heat and low cold tolerances structurally sound from 300 degrees F to -50 degrees F • Can be submerged in water indefinitely and still maintain shape and function • Matte finish designed to decrease reflection and can be maintained with a simple scouring pad • Available in SafariSeven™ Plain Black finish GUN DESCRIPTION: Glock SafariSeven FINISH COLOR: Plain Black RIGHT HAND LEFT HAND 7360-83-411 7360-83-412 -- G-17 4.5" BBL Glock SafariSeven Plain Black 7360-832-411 / 7360-832-412 –G-17 4.5” BBL With Light

Uncle Mike’s Inside-the-Pocket Holsters for G-26 Laminate lessens print-through recognition, cushions your leg and blocks perspiration Open-top holster provides grip-up positioning and prevents the movement of levers, buttons or catches that are common to loose pocket carry Non-slip band retains holster in pocket when gun is drawn Gun rides upright for a clean draw and is protected from lint and debris inside pocket Safariland Model 77HS (Hidden Snaps) Duty Mag Pouch General Description

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Double magazine pouch designed to carry two reloading magazines for pistol handguns. Product Function Carries two magazines in two separate holders in a stable, tactically ready configuration (Water drain holes). Magazines ride in butt up position. Flap closure devices fasten over magazines to hold them firmly in place. Cut low for excellent access to magazines, with up to 1 ½” drop. Slides on belt and rides in vertical or horizontal position. Weatherproof. A tension screw located between the two pouches allows for easy magazine retention adjustment, with 5/8” space between each pouch for easy grip. Snap version has female regular snaps on tips of flaps mate with male regular, snaps. 77HS Hidden Snap Version - Female snaps are Concealed or hidden on the inside of the tips of the flaps, no hardware is exposed on the outside of flap. For use on Sam Browne 2” (50mm), 2 ¼” (58mm) or Nylon reinforced Duty Belts. Construction Materials The two holders are laminated using an engineered copolymer on the inside and polyurethane on the outside. The flaps and belt loop are laminated with one layer of polyurethane laminated and stitched to 3 ½ - 4 ounce pebble-finished split leather for strength and flexibility. TRW/Dot regular snaps. #207 nylon cord stitching. Note: STX Tactical series is manufactured with Nylon Look finish, black plastic covered snaps, and hair cell engineered copolymer magazine box. Available Finish High-Gloss Available Belt Loops Standard 2 ¼” belt loop. Manufacturing Process Laminate will be glued and heat and pressure formed to specified magazine. All edges to be sanded smooth and burnished. Stitched together with #207 Nylon cord. Dimensions and Weights: Imperial Metric Weight: .28 lbs. 127 gr Length: 6” 15.24 cm Height: 2” 5.08 cm Width: 4 ½” 11.43 cm

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Duty Mag Pouch

Streamlight TLR-1® HL High Lumen Rail Mounted Strobing Tactical Light

Case Material: 6000 Series machined aircraft aluminum with Black anodized finish

Dimensions: Length: 8.61cm / 3.39 inches Width: 3.73cm / 1.47 inches Height: 3.65cm / 1.44 inches Weight: 118.6 grams (4.18 oz) with batteries (included in purchase) Lens: High temperature, shock mounted, impact resistant Boro Float glass Light Source: C4®LED technology, pervious to shock with a 50,000 hour lifetime Light Output: 12,000 candela peak beam intensity and 630 lumens measured system output. TIR optic produces a concentrated beam with optimum peripheral illumination On/Off: Ambidextrous monentary/steady On-Off Switch. Double tap of momentary paddle with 0.4 seconds activates strobe. Strobe can be disabled

Run Time: 1.25 hours of run time to 10% output. Solid-state current regulation for consistent illumination level Battery: Two 3-volt CR123A lithium batteries with a storage life of 10 years Features: C4®LED technology for extreme brightness

One handed snap-on & tighten interface keeps

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hands away from muzzle when attaching/ detaching. Securely fits a broad range of weapons Mounts directly to handguns with Glock-style rails and to all MIL-STD-1913 (Picatinny) rails Includes keys for Glock-style, Picatinny, Beretta

90two, S&W 99 and S&W TSW Extensively live-fire tested impact resistant construction Operating temperature: -40°F to +120°F IPX7 rated design; waterproof to 1 meter for 30 minutes

Warranty: Streamlight’s Limited Lifetime Warranty

All components must be received by MSP no later than June 15, 2015.

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ITB No. 055115B0004990 Primary and Back-Up Weapons, Holsters, and Tactical Lights

Michigan State Police PRICE PROPOSAL

Bidder: _____________________________

Description Quantity Unit of Measure

Unit Cost

Glock G26 Gen 4, 9mm x 19 pistol with Night Sight Set Per Attached Specifications

120

Each

$_____________

Glock G17 Gen 4, 9mm x 19 pistol with Night Sight Set Per Attached Specifications

120

Each

$_____________

Safariland Duty Holster with Light #7360-832-411 Right Hand Per attached Specifications

105

Each

$____________

Safariland Duty Holster with Light #7360-832-412 Left Hand Per attached Specifications

15

Each

$____________

Uncle Mike’s Inside-the-Pocket Holster for G-26 #8744-4 Per attached Specifications

120

Each

$_____________

Safariland Model 77HS Duty Mag Pouch #77-83-9HS Per attached Specifications

120

Each

$_____________

Streamlight TLR-1 HL High Lumen Rail Mounted Strobing Tactical Light Per Attached Specifications

120

Each

$____________

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TOTAL BID PRICE

XXXXXX XXXXXX $_____________

Referenced Brand/Manufacturer: Glock/Safariland/Streamlight Bidder Manufacturer: All bids must be F.O.B. Destination with transportation charges prepaid on the order. Other F.O.B. terms will not be accepted and shall disqualify a Bidder from further consideration. Bidders are to indicate lead time for delivery, after receipt of order (ARO): Lead Time for Delivery: days Proposal is valid for: days.

This period must be at least 90 days from the due date for responses to this ITB.

This bid is model specific. No alternate bids will be accepted. Bidder certifies they are the manufacturer or authorized distributor of Glock, Safariland, and Streamlight: YES________________ NO_________________ Bidder certifies they can supply and deliver all required items and quantities to MSP no later than June 15, 2015: YES________________ NO_________________ Quick Payment Terms: The bidder must check one box below: [ ] The bidder will offer a quick payment discount of ______% off

an invoice if paid within 15 Days (# of days may be changed) from the State's receipt of the invoice or delivery of the Deliverable(s), whichever is later.

[ ] No quick payment discount will be offered.

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PURCHASE ORDER INSTRUCTIONS AND CONDITIONS 1. 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 Purchase Order. 2. Submit two copies of your invoice to the "bill to" address as shown. Invoice must have either company name imprinted or a signature. Invoice must be in sufficient detail for comparison with this order. 3. Enter Federal identification number on the invoice. Use social security number if Federal ID does not apply. Failure to include one of these ID's on the invoice will delay payment until the ID number can be obtained. 4. Submit separate invoice for each shipment and/or order promptly upon shipment. 5. The Purchase Order number must be plainly noted on each invoice, on all packages and shipping tags, and on all correspondence pertaining to this order. 6. Packing list must be included with each shipment. 7. Questions regarding payment of this order should be directed to the Purchase Order "bill to" address. 8. All correspondence other than that regarding payment of invoice relating to this order is to be directed to the buyer. 9. This order is a confirmation of your recent quotation. 10. Duties of Contractor. Contractor must perform the services and provide the deliverables described in the Purchase Order. An obligation to provide delivery of any commodity is considered a service and is a Purchase Order Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Purchase Order Activities, and meet operational standards, unless otherwise specified. Contractor must: (a) perform the Purchase Order 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 Purchase Order; (c) provide all

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Purchase Order 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 Purchase Order; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Purchase Order; (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 Purchase Order; (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 Purchase Order; (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 Purchase Order 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. 11. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Purchase Order. 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 Purchase Order. 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. Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Purchase Order Activities and all associated intellectual property rights, if any. Such Purchase Order Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Purchase Order Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Purchase Order Activities, including all intellectual property rights therein. 12. Subcontracting. Contractor may not delegate any of its obligations under the Purchase Order 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 Purchase Order Activities; (b) make all payments to the subcontractor; and (c)

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incorporate the terms and conditions contained in this Purchase Order in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Purchase Order Activities, compliance with the terms of this Purchase Order, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor. 13. Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor. 14. 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. 15. Assignment. Contractor may not assign this Purchase Order 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 Purchase Order to any other party. If the State determines that a novation of the Purchase Order to a third party is necessary, Contractor will agree to the novation, provide all necessary documentation and signatures, and continue to perform, with the third party, its obligations under the Purchase Order. 16. Termination for Cause. The State may terminate this Purchase Order 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 Purchase Order will not be construed to mean that other breaches are not material.

If the State terminates this Purchase Order 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 Purchase Order, 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 16, Termination for Convenience. The State will only pay for amounts due to Contractor for Purchase Order Activities accepted by the State on or before the date of termination, subject to

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the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Purchase Order. The Contractor must pay all reasonable costs incurred by the State in terminating this Purchase Order for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Purchase Order Activities from other sources. 17. Termination for Convenience. The State may immediately terminate this Purchase Order in whole or in part without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. If the State terminates this Purchase Order for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities. 18. Inspection and Testing. All goods are subject to inspection and testing. In the event goods are defective in material or workmanship, or otherwise fail to meet the requirements of the purchase order, the State shall have the right to reject the goods or retain the goods and correct the defects. The Contractor shall pay the State for expenses incurred in correcting defects. Rejected goods will be held for 45 days after delivery. The Contractor must arrange for the return of said goods, including paying for handling, packing, and transportation costs. The State has the authority to dispose of the goods without further liability to the State in the event the Contractor fails to make such arrangements within the specified time period. 19. Delivery. Contractor must deliver all Purchase Order Activities F.O.B. destination, within the State premises with transportation and handling charges paid by Contractor, unless otherwise specified in the Purchase Order specifications. All containers and packaging becomes the State’s exclusive property upon acceptance. 20. Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to Purchase Order 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 Purchase Order 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 Purchase Order Activities remains with Contractor. Rejected Purchase Order 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 Purchase Order Activities. 21. Warranty Period. The warranty period, if applicable, for Purchase Order Activities is a fixed period commencing on the date specified in the Purchase Order specifications. If the Purchase Order Activities do not function as

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warranted during the warranty period the State may return such non-conforming Purchase Order Activities to the Contractor for a full refund. 22. 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 Purchase Order Activities performed as specified in the Purchase Order specifications. Invoices must include an itemized statement of all charges. 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 Purchase Order 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 Purchase Order, other than those claims previously filed in writing on a timely basis and still disputed. The State will only disburse payments under this Purchase Order 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 Purchase Order. 23. Stop Work Order. The State may suspend any or all activities under the Purchase Order 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 Purchase Order. The State will not pay for Purchase Order Activities, Contractor’s lost profits, or any additional compensation during a stop work period. 24. 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,

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age, sex, height, weight, marital status, or mental or physical disability. Breach of this covenant is a material breach of this Purchase Order. 25. Unfair Labor Practice. Under MCL 423.324, the State may void any Purchase Order with a Contractor or subcontractor who appears on the Unfair Labor Practice register compiled under MCL 423.322. 26. All Purchase Orders or purchase orders issued shall be governed by, and construed in accordance with the laws of the State of Michigan. Any dispute arising herein shall be resolved in the State of Michigan. 27. For and in consideration of the opportunity to do business with the State of Michigan and other good and valuable consideration, the vendor hereby assigns, sells and transfers to the State of Michigan all rights, title and interest in and to all causes of action it may have under the antitrust laws of the United States or this State for price fixing, which causes of action have accrued prior to the date of payment and which relate solely to the particular goods, commodities, or services purchased or procured by this State pursuant to this transaction. 28. Public Act 279 of 1984 states that the State shall take all steps necessary to assure that payment for goods or services, is mailed within 45 days after receipt of the goods or services, a complete invoice for goods or services, or a complete Purchase Order for goods or services, whichever is later. 29. 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 an company with an A.M. Best rating of "A" or better and a financial size of VII or better.

Insurance Type 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.

Automobile Liability Insurance

Minimal Limits: $1,000,000 Per Occurrence

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Workers' Compensation Insurance

Minimal Limits: Coverage according to applicable laws governing work activities.

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

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 claim-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the Purchase Order or the beginning of Purchase Order work; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Purchase Order of work; 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 Purchase Order 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 Purchase Order 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 Purchase Order (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

30. 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 Purchase Order; (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

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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. 31. 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. 32. Limitation of Liability. The State is not liable for consequential, incidental, indirect, or special damages, regardless of the nature of the action. 33. 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.

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34. 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 Purchase Order.

a. Meaning of Confidential Information. For the purposes of this Purchase Order, 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 Purchase Order, 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 Purchase Order or to use such Confidential Information for any purposes whatsoever other than the performance of this Purchase Order. 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 Purchase Order; (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 Purchase Order to maintain the State's Confidential Information in confidence. At the State's request, any employee of Contractor or

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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 Purchase Order 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 Purchase Order or any Statement of Work corresponding to the breach or threatened breach.

e. Surrender of Confidential Information upon Termination. Upon termination of this Purchase Order 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 Purchase Order. Should Contractor or the State determine that the return of any non-State Data Confidential Information is not feasible, such party must destroy the non-State Data Confidential Information and must certify the same in writing within 5 calendar days from the date of termination to the other party.

35. Warranties and Representations. Contractor represents and warrants: (a) Contractor is the owner or licensee of any Purchase Order Activities that it licenses, sells, or develops and Contractor has the rights necessary to convey title, ownership rights, or licensed use; (b) all Purchase Order Activities are delivered free from any security interest, lien, or encumbrance and will continue in that respect; (c) the Purchase Order 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

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manufacturer's warranty for the Purchase Order Activities; (e) the Purchase Order Activities are merchantable and fit for the specific purposes identified in the Purchase Order; (f) the Purchase Order signatory has the authority to enter into this Purchase Order; (g) all information furnished by Contractor in connection with the Purchase Order 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 Purchase Order 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 Purchase Order, which entitles the State to terminate this Purchase Order under Section 0, Termination for Cause. 36. Compliance with Laws. Contractor must comply with all federal, state and local laws, rules and regulations. 37. Governing Law. This Purchase Order 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 Purchase Order are governed by Michigan law, excluding choice-of-law principles. Any dispute arising from this Purchase Order 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. 38. Media Releases. News releases (including promotional literature and commercial advertisements) pertaining to the Purchase Order 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. 39. Website Incorporation. The State is not bound by any content on Contractor’s website unless expressly incorporated directly into this Purchase Order. 40. Order of Precedence. In the event of a conflict between the terms and conditions of the Purchase Order specifications, the exhibits, the Purchase Order, or an amendment, the order of precedence is: (a) the Purchase Order; (b) the amendment; (c) any other exhibits; (d) the Purchase Order specifications. 41. Entire Purchase Order and Modification. This Purchase Order is the entire agreement and replaces all previous agreements between the parties for the Purchase Order Activities. This Purchase Order may not be amended except by signed agreement between the parties (a “Purchase Order Change Notice”).

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QUALFIED DISABLED VETERAN: “Qualified Disabled Veteran,” as defined by Public Act 431 of 1984, means a business entity that is at least 51% owned by one or more veterans with a service-connected disability. The Act defines “Service-Connected Disability” as a disability incurred or aggravated in the line of active military, naval, or air service as defined in 38 USC 101 (16). The Bidder represents that it IS _____, IS NOT ______ a disabled Veteran-owned business. The Bidder represents and warrants that the company meets the above criteria (when checked) and has provided the following supportive documentation:

(a) Proof of service and conditions of discharge: DD214 or equivalent (b) Proof of service-connected disability: DD214 if the disability was documented at discharge or Veterans Administration (VA) Rating Decision Letter or equivalent if the disability was documented after discharge (c) Proof of Ownership: Appropriate legal documents setting forth the ownership of the business entity (Articles of incorporation or Articles of Organization)

IMPORTANT NOTE TO BIDDERS: Self certification alone will not initiate the price preference cited in Section 3.032, Qualified Disabled Veteran Preference. In order to be considered for the pricing preference your self-certification must be accompanied by the qualifying documents listed above. The State reserves the right to request additional documents or clarifying information about the documentation submitted with the bid. Loss of Preference: If during the term of the Purchase Order the contractor no longer qualifies for the preference, or if the Purchase Order is assigned to a business entity that does not qualify for the preference, they will be required to discount their Purchase Order price by the amount of the preference they received. Fraudulently representing information about the use of businesses owned by persons with disabilities to procure this Purchase Order is a violation of the Business Opportunity Act for Persons with Disabilities of 1988 PA 112, MCL 450.791 – 450.795. A person who knowingly violates this act is guilty of a felony, punishable by imprisonment up to 2 years in prison, or a fine not less than $5,000. A person found guilty of violating this act may be barred from obtaining future Purchase Orders with the State.

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Iran Linked Business: The bidder certifies that it is________, is not________ an Iran linked business as defined in MCL 129.312.

Sign and return with your proposal. The above Terms and Conditions are accepted without exception:

_____________________________________; ________________________

Bidders Signature Date

The above Terms and Conditions are accepted with the following exceptions:

_____________________________________; ________________________ Bidders Signature Date

List specific exceptions below: