180000000821.pdf

Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 007 .

to Contract Number 180000000821.

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MSDSonline, Inc.

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Pr og ra m

M an ag er

Multi agency use Agency Acronym

222 Merchandise Mart Plaza, Suite 1750 Phone Number

Chicago, IL 60654 Email Address

Ron Deger

C on tra ct

Ad in is tra to r Lisa VanOstran EGLE

312-881-2388 517-599-7680 rdeger@ehs.com vanostranl@michigan.gov

CV0000986

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing MI 48915

CONTRACT SUMMARY

DESCRIPTION: Subscription – Hazard Communication Standard: Safety Data Sheets

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

05/26/2018 05/25/2023 5 one-year options 05/25/2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☒ 5 years ☐ 05/25/2028

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$409,476.00 $409,476.00 DESCRIPTION: Effective April 17, 2023, the State is exercising the 5-year option available on the contract. The Contractor contact information is updated to Ron Deger. All other terms, conditions, specifications and pricing remain the same.

CHANGE NOTICE NO. 007 TO CONTRACT NO. 180000000821

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Change Notice Number 006 .

to Contract Number 180000000821.

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MSDSonline, Inc.

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Pr og ra m M an ag er

Multi agency use Agency Acronym

222 Merchandise Mart Plaza, Suite 1750 Phone Number

Chicago, IL 60654 Email Address

Le Nguyen

C on tra ct

Ad m in is tra to r Lisa VanOstran EGLE

312-881-2388 517-599-7680 lnguyen@ehs.com vanostranl@michigan.gov

CV0000986

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing MI 48915

CONTRACT SUMMARY

DESCRIPTION: Subscription – Hazard Communication Standard: Safety Data Sheets

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

05/26/2018 05/25/2023 5 one-year options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$159,476.00 $250,000.00 $409,476.00 DESCRIPTION: Effective August 2, 2022, this Contract is increased by $250,000 for agency use. All other terms, conditions, specifications and pricing remain the same.

CHANGE NOTICE NO. 06 TO CONTRACT NO. 180000000821

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

Le Nguyen

8/18/2022

Signature on file in EGLE Procurement

MSDSOnline, Inc.

Signature on file in EGLE Procurement

Lisa VanOstran, Procurement Manager

8/23/2022

Change Notice Number 005 .

to

Contract Number 180000000821.

C O

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MSDSonline, Inc.

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A T

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P ro g ra m M a n a g e r

Multi agency use Agency

Acronym

222 Merchandise Mart Plaza, Suite 1750 Phone Number

Chicago, IL 60654 Email Address

Le Nguyen C o n tr a c t

A d m in is tr a to r Lisa VanOstran EGLE

312-881-2388 517-599-7680 lnguyen@ehs.com vanostranl@michigan.gov

CV0000986

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing MI 48915

CONTRACT SUMMARY

DESCRIPTION: Subscription – Hazard Communication Standard: Safety Data Sheets

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

05/26/2018 05/25/2023 5 one-year options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$108,626.00 $50,800.00 $159,426.00 DESCRIPTION: Provide a brief description of the change(s) being made to the original Contract and/or previous Change Notice(s).

CHANGE NOTICE NO. 05 TO CONTRACT NO. 180000000821

MSDSOnline DBA VelocityEHS

Le Nguyen

2-23-22

EGLE

2/23/2022

Change Notice Number 004 .

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Multi (see below) Agency

222 Merchandise Mart Plaza, Suite 1750 Phone Number

Chicago, IL 60654 Email Address

Michael Bruffey

C on in is tra to r Lisa VanOstran EGLE

312-881-2818 517-599-7680 mbruffey@ehs.com vanostranl@michigan.gov

CV0000986

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Subscription – Hazard Communication Standard: Safety Data Sheets

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

05/26/2018 05/25/2023 5, 1 Year Options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$84,480.00 $23,196.00 $107,676.00 DESCRIPTION: Effective 6/1/2021 adding $1,000 for the Department of Corrections. Change Notice 002 added the 3-year Emergency Response Service, but only increased by $500. This increase pays for years 2 and 3. All other terms, conditions, specifications and pricing remain the same.

CHANGE NOTICE NO. 004 TO CONTRACT NO. 180000000821

6/1/2021

MSDSonline Inc

Michael Bruffey

6/2/2021

Change Notice Number 003 .

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222 Merchandise Mart Plaza, Suite 1750 Phone Number

Chicago, IL 60654 Email Address

Michael Bruffey

C on in is tra to r Lisa VanOstran EGLE

312-881-2818 517-599-7680 mbruffey@ehs.com vanostranl@michigan.gov

CV0000986

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing, MI 48933

DESCRIPTION: Subscription – Hazard Communication Standard: Safety Data Sheets

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

05/26/2018 05/25/2023 5, 1 Year Options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$84,480.00 $23,196.00 $107,676.00 DESCRIPTION: Effective 12/14/2020 adding the Department of Health and Human Services (DHHS) to this contract.

Contact for DHHS: Jennifer Campbell, 517-335-8058, campbellj29@michigan.gov. Adding $23,196 for three years per quote #111281. All other terms, conditions, specifications and pricing remain the same.

CHANGE NOTICE NO. 003 TO CONTRACT NO. 180000000821

12/14/2020

VelocityEHS

CUSTOMER ORDER FORM

Contract #: 111281 © 2001-2020 . All rights reserved. ® and MSDSonline® are proprietary trademarks of .VelocityEHS VelocityEHS VelocityEHS Page of 1 2

VelocityEHS

Signature: {{Sig_es_:signer2:signature:font(name:Arial,size=7)}}

Name: {{Sig_es_:signer2:fullName:font(name:Arial,size=7)}}

Title: {{Ttl_es_:signer2:title:font(name:Arial,size=7)}}

Date: {{Dte_es_:signer2:date:font(name:Arial,size=7)}}

State of Michigan - DHHS

Signature: {{Sig_es_:signer:signature:font(name:Arial,size=7)}}

Name: {{Sig_es_:signer:fullName:font(name:Arial,size=7)}}

Title: {{Ttl_es_:signer:title:font(name:Arial,size=7)}}

Date: {{Dte_es_:signer:date:font(name:Arial,size=7)}}

Net 30 Annually 30 days from Execution

PO Number:

Payment Terms:

Billing Frequency:

Initial Invoice Due:

180000000821 Upon Execution 05/25/2023 3 Years 1 Location(s)

Related Contract:

Contract Start Date:

Contract End Date:

Term:

Coverage:

Ship to:

State of Michigan - DHHS Judy Smith 3350 North Martin Luther King, Jr. Blvd.

Lansing, MI 48906

Customer Attn:

Address:

Bill to:

State of Michigan - DHHS Judy Smith 3350 North Martin Luther King, Jr. Blvd.

Lansing, MI 48906

Customer:

Attn:

Address:

111281 12/10/2020 Kate Schalk 1/31/2021

Contract Number:

Contract Date:

Sales Rep:

Offer Valid Through:

222 Merchandise Mart Plaza, Suite 1750 Chicago, IL 60654 Ph: 312.881.2000 Fax: 866.320.1021 Tax ID #: 04-3626476

Customer Information

Terms and Conditions

Chemical Management

Licensing

Product Qty Year 1 Year 2 Year 3

HQ Account 1 $3,299.00 $3,299.00 $3,299.00

Site Administrators 2 $0.00 $0.00 $0.00

Services

Product Qty Year 1 Year 2 Year 3

Implementation Fee 1 $699.00 eBinder Valet 2100 $12,600.00

Total $16,598.00 $3,299.00 $3,299.00

This Customer Order Form, including all Exhibits, and the Services provided hereunder are governed by the terms and conditions of the VelocityEHS Master Subscription and Services Agreement, as posted on , which is hereby incorporated into this Customer Order Form (the “ ”). By signing below, Customer agrees to be bound by such terms and conditions. VelocityEHS may deem thishttps://www.ehs.com/mssa Agreement

Customer Order Form null and void if the executed agreement is not received by VelocityEHS by the “Offer Valid Through” date listed above, or if the document is returned with handwritten changes.

https://www.ehs.com/mssa

EXHIBIT A

Contract #: 111281 © 2001-2020 . All rights reserved. ® and MSDSonline® are proprietary trademarks of .VelocityEHS VelocityEHS VelocityEHS Page of 2 2

(M)SDS Management Base subscription pricing includes:

1 annual HQ subscription(s) for the Customer and its employees included within the Coverage of this agreement.

A Primary Account Administrator and 1 Additional Administrator(s). Additional Administrators may be purchased for 250.00 USD per Administrator.

Unlimited MSDS database searches, views and additions to the eBinder.

Access to eBinder and MSDSonline database search from the SDS/Chemical Management mobile application.

Access to the MSDSonline Desktop Application, which allows administrator(s) to print SDSs, and download an electronic backup of their SDSs and basic information.

Annual allotment of 50 MSDS Requests and 100 MSDS Uploads. Additional MSDS Requests may be purchased in bundles of fifty (50) for 200 USD; additional MSDS Uploads may be purchased in bundles of (100) for 200 USD.

Technical & Customer Support.

Supplemental Terms and Conditions apply. To learn more, click .here

HQ Implementation Service: Implementation assistance for MSDSonline products will be provided that includes the following:

An assigned contact who will escort you through the implementation process.

Assistance with the configuration of the system in a manner most suitable to your environment.

Training (phone or Web conference) to any named system administrator (Primary or Additional).

Help facilitating the deployment of your system across your organization.

Unlimited access to the Customer Care and Technical Support resources to answer any questions you may have (between the hours of 7am and 7pm CST).

Compliance Services Project – eBinder Valet: VelocityEHS will build the Customer’s electronic MSDS library (eBinder) by sourcing the English language MSDS that corresponds to each line item on a Customer-supplied inventory list for a flat fee of $12600 USD based on there being up to 2100 line items.

Customer-supplied inventory list must be pre-approved, preferably supplied in VelocityEHS eBinder Valet template. Inventory list must include product name and manufacturer name; inclusion of product code(s) is preferred.

Standard Indexing package will be applied. Includes the following fields: Product Name, Product Synonyms, Product Code, Manufacturer Name, Supplier Name, MSDS Revision Date, Regulatory Format and Primary CAS Number.

Additional fields may be indexed upon request (additional charges may apply).

If the total number of inventory line items submitted falls below 2100, VelocityEHS will grant additional MSDS Requests and MSDS Uploads as credit.

An additional charge of $6 USD per line item will be assessed if the number of inventory line items exceeds 2100.

VelocityEHS will obtain approval prior to proceeding on any work that will result in additional charges.

This agreement is an addendum to agreement 180000000821. All Year One (1) fees are in USD and unless otherwise noted, become due within 30 calendar days of the execution of this Customer Order Form. The Base Subscription period will commence on the Contract Start Date, as noted on page one (1) of this agreement. Product subscription “anniversary date” will be aligned with Customer’s applicable renewing product modules; subsequent yearly fees will be invoiced between 45 and 60 days before each anniversary date, with payments due prior to each anniversary date. Subsequent invoice may be prorated to reflect credit due to the Customer for purchases made mid-subscription.

Customer may at its discretion pre-pay the full term of the agreement. Sales tax associated to this Order will appear on the invoice, where applicable. MSDSonline Implementation Services fees, and MSDSonline Compliance Services fees totaling less than 15,000 USD will become due with all licensing fees as noted above. Where Year One (1) MSDSonline Compliance Services fees total 15,000 USD or more, VelocityEHS will invoice 50% of these project fees on the first invoice. These fees become due within 30 calendar days of the execution date of this Customer Order Form, are NON-REFUNDABLE, and must be made prior to final project delivery. Any remaining Compliance Services project fees will be invoiced upon final project delivery.

https://legal.ehs.com/wp-content/uploads/GM_HQ_Supplemental_Terms.pdf

Revised 6/2018

Change Notice Number 002 .

to

Contract Number 180000000821.

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MSDSonline, Inc.

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E P ro g ra m M a n a g e r

Multi (see below) Agency Acronym

222 Merchandise Mart Plaza, Suite 1750 Phone Number

Chicago, IL 60654 Email Address

Michael Bruffey C o n tr a ct

A d m in is tr a to r Lisa VanOstran EGLE

312-881-2818 517-599-7680 mbruffey@ehs.com vanostranl@michigan.gov

CV0000986

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 W. Allegan St., Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Subscription - Hazard Communication Standard: Safety Data Sheets

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 26, 2018 May 25, 2023 5, 1 Year Options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$83,980.00 $500.00 $84,480.00

DESCRIPTION: Effective 6/19/2020 adding $500.00 for Emergency Response Service for the MSI Janitorial factory at MDOC (quote attached).

EGLE – Jay Eickholt, 517-284-6706, EickholtJ1@michigan.gov MDARD – Jordan Polaskey, 517-284-0462, PolaskeyJ@michigan.gov MDOC – Trever Lebarre, 517-335-2069, LebarreT@michigan.gov Please note that the Department name has been changed to Department of Environment, Great Lakes, and Energy.

Please note that the Contract Administrator has been changed to Lisa VanOstran. All other specification and terms and conditions of the contract remain unchanged.

CHANGE NOTICE NO. 001 TO CONTRACT NO. 180000000821

FOR THE CONTRACTOR:

_____VelocityEHS_________ Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

Lisa VanOstran, Procurement Manager

EGLE

7/7/2020

Jake Furey

July 7th 2020

CUSTOMER ORDER FORM

Contract #: 095498 © 2001-2020 . All rights reserved. ® and MSDSonline® are proprietary trademarks of .VelocityEHS VelocityEHS VelocityEHS Page of 1 2

VelocityEHS

Signature: {{Sig_es_:sender:signature:font(name:Arial,size=7)}}

Name: {{Sig_es_:sender:fullName:font(name:Arial,size=7)}}

Title: {{Ttl_es_:sender:title:font(name:Arial,size=7)}}

Date: {{Dte_es_:sender:date:font(name:Arial,size=7)}}

State of Michigan DEQ and MDARD

Signature: {{Sig_es_:signer:signature:font(name:Arial,size=7)}}

Name: {{Sig_es_:signer:fullName:font(name:Arial,size=7)}}

Title: {{Ttl_es_:signer:title:font(name:Arial,size=7)}}

Date: {{Dte_es_:signer:date:font(name:Arial,size=7)}}

Net 30 Annually 30 days from Execution

PO Number:

Payment Terms:

Billing Frequency:

Initial Invoice Due:

180000000821 Upon Execution 05/25/2023 3 Years 1 Location(s)

Related Contract:

Contract Start Date:

Contract End Date:

Term:

Coverage:

Ship to:

State of Michigan DEQ and MDARD Kathy Logan PO Box 30473 Lansing, MI 48909

Customer Attn:

Address:

Bill to:

State of Michigan DEQ and MDARD Kathy Logan PO Box 30473 Lansing, MI 48909

Customer:

Attn:

Address:

095498 1/13/2020 Kate Schalk 7/31/2020

Contract Number:

Contract Date:

Sales Rep:

Offer Valid Through:

222 Merchandise Mart Plaza, Suite 1750 Chicago, IL 60654 Ph: 312.881.2000 Fax: 866.320.1021 Tax ID #: 04-3626476

Customer Information

Terms and Conditions

Compliance Solutions

Licensing

Product Qty Year 1 Year 2 Year 3

ERS - Emergency Response Services (Domestic) 800 $500.00 $500.00 $500.00

Total $500.00 $500.00 $500.00

This Customer Order Form, including all Exhibits, and the Services provided hereunder are governed by the terms and conditions of the VelocityEHS Master Subscription and Services Agreement, as posted on , which is hereby incorporated into this Customer Order Form (the “ ”). By signing below, Customer agrees to be bound by such terms and conditions. VelocityEHS may deem thishttps://www.ehs.com/mssa Agreement

Customer Order Form null and void if the executed agreement is not received by VelocityEHS by the “Offer Valid Through” date listed above, or if the document is returned with handwritten changes.

https://www.ehs.com/mssa

EXHIBIT A

Contract #: 095498 © 2001-2020 . All rights reserved. ® and MSDSonline® are proprietary trademarks of .VelocityEHS VelocityEHS VelocityEHS Page of 2 2

Emergency Response Services – Domestic: This service provides access to a 24-hour emergency response phone number for compliance with shipping documents, hazardous material manifests and SDSs requiring 365/24/7 response contact information. With this service, Customer may request an MSDS or SDS to be supplied via facsimile or email, and will have access to chemical exposure and medical management specialists.

Unlimited use of 24-hour emergency response phone number on shipping documents, hazardous material manifests and SDSs.

Detailed call reporting and notification to designated administrative contact for chemical emergency response and exposure support calls.

Unlimited access to SDSs within Customer eBinder or MSDSonline database provided via email or fax.

Proprietary Certified Language Line translation to facilitate calls in over 200 languages.

Electronic posters provided at no charge.

Customer is allowed up to five (5) exposure support calls and up to 25 outsourced SDSs annually.

Emergency response phone number is not to be used on product packing slips and invoices.

Additional charges may apply for use of emergency response phone number on product labels; affiliated locations requiring different administrative contacts; custom, translated or printed posters and stickers; dedicated or additional in-country phone numbers; custom scripts.

VelocityEHS will obtain approval prior to proceeding on work that will result in additional fees.

This agreement is an addendum to agreement 180000000821. All Year One (1) fees are in USD and unless otherwise noted, become due within 30 calendar days of the execution of this Customer Order Form. The Base Subscription period will commence on the Contract Start Date, as noted on page one (1) of this agreement. Product subscription “anniversary date” will be aligned with Customer’s applicable renewing product modules; subsequent yearly fees will be invoiced between 45 and 60 days before each anniversary date, with payments due prior to each anniversary date. Subsequent invoice may be prorated to reflect credit due to the Customer for purchases made mid-subscription.

Customer may at its discretion pre-pay the full term of the agreement. Sales tax associated to this Order will appear on the invoice, where applicable.

Change Notice Number 001 .

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222 Merchandise Mart Plaza, Suite 1750 Phone Number

Chicago, IL 60654 Email Address

Michael Bruffey

C on in is tra to r Tara Premoe DEQ

312-881-2818 517-284-5012 mbruffey@ehs.com premoet@michigan.gov

CV0000986

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Environmental Quality 525 W. Allegan St., Lansing, MI 48933

DESCRIPTION: Subscription - Hazard Communication Standard: Safety Data Sheets

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 26, 2018 May 25, 2023 5, 1 Year Options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$52,500.00 $31,480.00 $83,980.00 DESCRIPTION: Adding $31,480.00 to contract in order to add MDOC as an authorized department (price sheet attached). Also adding Trever Lebarre as MDOC program manager (see below).

DEQ – Jay Eickholt, 517-284-6706, EickholtJ1@michigan.gov MDARD – Jordan Polaskey, 517-284-0462, PolaskeyJ@michigan.gov MDOC – Trever Lebarre, 517-335-2069, LebarreT@michigan.gov

All other specification and terms and conditions of the contract remain unchanged.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 180000000821 .

between

THE STATE OF MICHIGAN

and

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Pr og ra m M an ag er

Multi (see below)

222 Merchandise Mart Plaza, Suite 1750

Chicago, IL 60654

Michael Bruffey

C on tra ct

Ad m in is tra to r Tara Premoe DEQ

312-881-2818 517-284-5012 mbruffey@ehs.com premoet@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: Subscription - Hazard Communication Standard: Safety Data Sheets

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 26, 2018 May 25, 2023 5, 1 Year Options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Direct Voucher (DV) Other Yes No

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $52,500.00

AGENCY NAME PHONE EMAIL

DEQ Jay Eickholt 517-284-6706 Eickholtj1@michigan.gov MDARD Jordan Polaskey 517-284-0462 polaskeyj@michigan.gov

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Environmental Quality Department of Agriculture and Rural Development 525 W. Allegan Street, Lansing, MI 48966

STATE OF MICHIGAN

Department of Environmental Quality

Procurement

Hazard Communication Standard: Safety Data Sheets

This Software as a Service Contract (this “Contract”) is agreed to between the State of Michigan (the

“State”) and [INSERT COMPANY NAME] (“Contractor”), a [INSERT STATE & ENTITY STATUS, E.G., A MICHIGAN CORPORATION OR A TEXAS LIMITED LIABILITY COMPANY]. This Contract is effective on

May 26, 2018 (“Effective Date”), and unless earlier terminated, will expire on May 25, 2023 (the “Term”).

This Contract may be renewed for up to five (5) additional one (1) year periods. Renewal must be by written notice from the State and will automatically extend the Term of this Contract.

1. Definitions.

“Accept” has the meaning set forth in Section 4.2(b).

“Acceptance” has the meaning set forth in Section 4.2(b).

“Action” has the meaning set forth in Section 13.1.

“Allegedly Infringing Features” has the meaning set forth in Section 13.3(b)(ii).

“Authorized Users” means all Persons authorized by the State to access and use the Services through the State’s account under this Contract, subject to the maximum number of users specified in the

Statement of Work.

“Availability Requirement” has the meaning set forth in Section 5.

“Business Day” means a day other than a Saturday, Sunday or State Holiday.

“Change Notice” has the meaning set forth in Section 2.2.

“Confidential Information” has the meaning set forth in Section 10.1.

“Contract” has the meaning set forth in the preamble.

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this

Contract, and (B) approve and execute any Change Notices under this Contract. Each party’s Contract

Administrator will be identified in the Statement of Work.

“Contractor” has the meaning set forth in the preamble.

STATE OF MICHIGAN

CONTRACT TERMS

Software as a Service (SaaS)

“Contractor Personnel” means all employees and agents of Contractor, all Subcontractors and all employees and agents of any Subcontractor, involved in the performance of Services.

“Contractor Security Officer” has the meaning set forth in Section 2.5(a).

“Contractor Service Manager” has the meaning set forth in Section 2.5(a).

“Documentation” means all generally available documentation relating to the Services, including all user manuals, operating manuals and other instructions, specifications, documents and materials, in any form or media, that describe any component, feature, requirement or other aspect of the Services, including any functionality, testing, operation or use thereof.

“DR Plan” has the meaning set forth in Section 12(a).

“Effective Date” has the meaning set forth in the preamble.

“Fees” has the meaning set forth in Section 8.1.

“Force Majeure Event” has the meaning set forth in Section 17.1.

“Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner, any (i) computer, software, firmware, hardware, system or network, or (ii) any application or function of any of the foregoing or the integrity, use or operation of any data Processed thereby; or (b) prevent the State or any Authorized User from accessing or using the

Services or Contractor Systems as intended by this Contract, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.

“Hosted Services” has the meaning set forth in Section 2.1(a).

“Intellectual Property Rights” means any and all rights comprising or relating to: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith;

(c) authorship rights, copyrights and copyrightable works (including computer programs) and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable Law in any jurisdiction throughout the world.

“Key Personnel” means any Contractor Personnel identified as key personnel in this Contract or any

Statement of Work.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement or rule of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

“Loss” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. “Losses” has a correlative meaning.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Pricing Schedule” means the schedule setting forth the Fees for Services, attached as Schedule B to this Contract.

“Process” means to perform any operation or set of operations on any data, information, material, work, expression or other content, including to (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other improvements or derivative works, (b) process, retrieve, output, consult, use, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or (c) block, erase or destroy. “Processing” and “Processed” have correlative meanings.

"RPO" or "Recovery Point Objective" means the maximum amount of potential data loss in the event of a disaster.

"RTO" or "Recovery Time Objective" means the period of time to fully restore the Hosted Services in the case of a disaster.

“Reject” has the meaning set forth in Section 4.2(b).

“Rejection” has the meaning set forth in Section 4.2(b).

“Representatives” means a party’s employees, officers, directors, consultants, legal advisors and, with respect to Contractor, Contractor’s Subcontractors.

“RFP” means the State’s request for proposal designed to solicit responses for Services under this

Contract.

“Service Software” means any and all software applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that

Contractor provides remote access to and use of as part of the Services.

“Services” has the meaning set forth in Section 2.1.

“Source Code” means the human readable source code of the Service Software to which it relates, in the programming language in which the Service Software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of, and to develop computer programs compatible with, the Service Software.

“Specifications” means the specifications for the Services set forth in the Statement of Work and, to the extent consistent with and not limiting of the foregoing, the Documentation.

“State” has the meaning set forth in the preamble.

“State Data” has the meaning set forth in Section 9.1.

“State Modification” has the meaning set forth in Section 13.2(a).

“State Project Manager” has the meaning set forth in Section 2.8.

“State Systems” means the information technology infrastructure, including the computers, software, databases, electronic systems (including database management systems) and networks, of the State or any of its designees.

“Statement of Work” has the meaning set forth in Section 2.1(a).

“Subcontractor” means any entity that performs any Services under this Contract and otherwise has the meaning set forth in Section 2.4(a).

“Support Services” has the meaning set forth in Section 6.

“Support Service Level Requirement” has the meaning set forth in Section 6.

“Term” has the meaning set forth in the preamble.

“Transition Period” has the meaning set forth in Section 7.3.

“Transition Responsibilities” has the meaning set forth in Section 7.3.

“User Data” means any and all information reflecting the access or use of the Hosted Services by or on behalf of the State or any Authorized User, including any end user profile, visit, session, impression, click-through or click-stream data and any statistical or other analysis, information or data based on or derived from any of the foregoing.

2. Services.

2.1 Services. Throughout the Term and at all times in connection with its actual or required performance under this Contract, Contractor will, in accordance with all terms and conditions set forth in this Contract and the Statement of Work, provide to the State and its Authorized Users the following services (“Services”):

(a) the hosting, management and operation of the Service Software and other services for remote electronic access and use by the State and its Authorized Users (“Hosted Services”) as described in the statement of work attached as Schedule A to this Contract and by this reference is incorporated in and made a part of this Contract (the “Statement of Work”);

(b) maintain the Availability Requirement set forth in Schedule C to this Contract and

Schedule A, 13 Hosting;

(c) provide maintenance and Support Services as set forth in Schedule A, 14 Support and

Operations;

(d) implement and maintain the security requirements set forth in Section 11 of this Contract;

(e) maintain a DR plan, which is attached as Schedule C to this Contract; and

(f) such other services as may be specified in the Statement of Work.

2.2 Change Notices.

(a) Any modifications or changes to the Services under any executed Statement of Work will be effective only if and when memorialized in a mutually agreed written change notice (“Change Notice”) signed by both Parties, provided, however, that for any Services provided on a limited basis (for example, on a per user, server, CPU or named-user basis), the State may, at any time, increase or decrease the number of its licenses hereunder subject to a corresponding forward-going adjustment of the Fees to reflect these changes in accordance with the pricing set forth in the Statement of Work.

(b) In the event the Services are customizable, a more detailed change control process may be specified in the Statement of Work. In such event, the change control process set forth in such

Statement of Work shall control.

2.3 Compliance with Laws. Contractor must comply with all applicable Laws as they concern this

Contract, including by securing and maintaining all required and appropriate visas, work permits, business licenses and other documentation and clearances necessary for performance of the Services.

2.4 Subcontracting. Contractor will not itself, and will not permit any Person to, subcontract any

Services, in whole or in part, without the State’s prior written consent, which consent may be given or withheld in the State’s sole discretion. Without limiting the foregoing:

(a) Contractor must ensure each Contractor subcontractor (including any subcontractor of a

Contractor subcontractor, each, a “Subcontractor”) complies with all relevant terms of this Contract, including all provisions relating to State Data or other Confidential Information of the State;

(b) the State’s consent to any such Subcontractor does not relieve Contractor of its representations, warranties or obligations under this Contract;

(c) Contractor will remain responsible and liable for any and all: (i) performance required hereunder, including the proper supervision, coordination and performance of the Services; and (ii) acts and omissions of each Subcontractor (including, such Subcontractor’s employees and agents, who, to the extent they are involved in providing any Services, are deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor;

(d) any noncompliance by any Subcontractor or its employees or agents with the provisions of this Contract or any Statement of Work will constitute a breach by Contractor;

(e) prior to the provision of Services by any Subcontractor, Contractor must obtain from each such proposed Subcontractor:

(i) the identity of such Subcontractor and the location of all its data centers, if any, that will be used in Processing any State Data, which information Contractor shall promptly disclose to the State in writing; and

(ii) a written confidentiality and restricted use agreement, giving the State rights at least equal to those set forth in Section 9 (State Data), Section 10 (Confidentiality), Section 11 (Security) and Section 12 (Disaster Recovery) and containing the

Subcontractor’s acknowledgment of, and agreement to, the provisions of Section 2.5

(Contractor Personnel), a fully-executed copy of which agreement Contractor will promptly provide to the State upon the State’s request.

2.5 Contractor Personnel. Contractor will:

(a) subject to the prior written approval of the State, appoint: (i) a Contractor employee to serve as a primary contact with respect to the Services who will have the authority to act on behalf of

Contractor in matters pertaining to the receipt and processing of support requests and the Support

Services (the “Contractor Service Manager”); and (ii) a Contractor employee to respond to the State’s inquiries regarding the security of the Contractor Systems who has sufficient knowledge of the security of the Contractor Systems and the authority to act on behalf of Contractor in matters pertaining thereto

(“Contractor Security Officer”); and (iii) other Key Personnel, who will be suitably skilled, experienced and qualified to perform the Services;

(b) provide names and contact information for Contractor’s Key Personnel in the Statement of

Work;

(c) maintain the same Contractor Service Manager, Contractor Security Officer and other Key

Personnel throughout the Term and such additional period, if any, as Contractor is required to perform the

Services, except for changes in such personnel due to: (i) the State’s request pursuant to Section 2.5(d);

or (ii) the death, disability, resignation or termination of such personnel or other circumstances outside

Contractor’s reasonable control; and

(d) upon the reasonable written request of the State, promptly replace any Key Personnel of

Contractor.

2.6 Management and Payment of Contractor Personnel.

(a) Contractor is solely responsible for the payment of Contractor Personnel, including all fees, expenses and compensation to, by or on behalf of any Contractor Personnel and, if applicable, the withholding of income taxes and payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

(b) Contractor will ensure that no Person who has been convicted of a felony or any misdemeanor involving, in any way, theft, fraud, or bribery provides any Services or has access to any

State Data, State Systems or State facilities. On a case-by-case basis, the State may request that

Contractor initiate a background check on any Contractor Personnel before they may have access to

State Data, State Systems or State facilities. Any request for a background check shall be initiated by the

State and must be reasonably related to the type of work requested. The scope of the background check is at the discretion of the State and the results shall be used solely to determine the eligibility of

Contractor Personnel to work with State Data, State Systems or in State facilities. If provided to the

State, results of background checks will be promptly returned to Contractor, and will be treated as

Confidential Information. All investigations will include a Michigan State Police Background check

(ICHAT) and may include a National Crime Information Center (NCIC) Finger Print check. Contractor will present attestation of satisfactory completion of such tests. Contractor is responsible for all costs and expenses associated with such background checks.

2.7 Time is of the Essence. Contractor acknowledges and agrees that time is of the essence with respect to its obligations under this Contract and that prompt and timely performance of all such obligations, including all timetables and other requirements of this Contract and each Statement of Work, is strictly required.

2.8 State Project Manager. The State will appoint and, in its reasonable discretion, replace, a State employee to serve as the primary contact with respect to implementation of the Services (the “State

Project Manager”).

3. License Grant and Restrictions.

3.1 Contractor License Grant. Contractor hereby grants to the State, exercisable by and through its

Authorized Users, a nonexclusive, royalty-free, irrevocable (except as provided herein) right and license during the Term and such additional periods, if any, as Contractor is required to perform Services under this Contract or any Statement of Work, to:

(a) access and use the Hosted Services, including in operation with other software, hardware, systems, networks and services, for the State’s business purposes, including for Processing State Data;

(b) generate, print, copy, upload, download, store and otherwise Process all GUI, audio, visual, digital and other output, displays and other content as may result from any access to or use of the

Services;

(c) prepare, reproduce, print, download and use a reasonable number of copies of the

Specifications and Documentation for any use of the Services under this Contract; and

(d) access and use the Services for all such non-production uses and applications as may be necessary or useful for the effective use of the Hosted Services hereunder, including for purposes of analysis, development, configuration, integration, testing, training, maintenance, support and repair, which access and use will be without charge and not included for any purpose in any calculation of the

State’s or its Authorized Users’ use of the Services, including for purposes of assessing any Fees or other consideration payable to Contractor or determining any excess use of the Hosted Services as described in Section 3.3.

3.2 License Restrictions. The State will not: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Hosted Services available to any third party, except as expressly permitted by this Contract or in any Statement of Work; or (b) use or authorize the use of the Services or

Documentation in any manner or for any purpose that is unlawful under applicable Law.

3.3 Use. The State will pay Contractor the corresponding Fees set forth in the Statement of Work for all Authorized Users access and use of the Service Software. Such Fees will be Contractor’s sole and exclusive remedy for use of the Service Software, including any excess use.

3.4 State License Grant. The State hereby grants to Contractor a limited, non-exclusive, non-transferable license (i) to use the State's (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos, solely in accordance with the State’s specifications, and (ii) to display, reproduce, distribute and transmit in digital form the State’s (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos in connection with promotion of the Services as communicated to Contractor by the State. Use of the State’s (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos will be specified in the Statement of Work.

4. Service Preparation, Testing and Acceptance.

4.1 Service Preparation. Promptly upon the parties’ execution of a Statement of Work, Contractor will take all steps necessary to make the Services procured thereunder ready and available for the State’s use in accordance with the Statement of Work and this Contract, including any applicable milestone date or dates set forth in such Statement of Work.

4.2 Testing and Acceptance.

(a) When Contractor notifies the State in writing that the Hosted Services are ready for use in a production environment, the State will have thirty (30) days (or such other period as may be agreed upon by the Parties in writing) from receipt of the notice to test the Hosted Services to determine whether they comply in all material respects with the requirements of this Contract and the Specifications.

(b) Upon completion of the State’s testing, the State will notify Contractor of its acceptance

(“Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specifications, rejection

(“Reject” or “Rejection”) of the Hosted Services. If the State Rejects the Hosted Services, the State will provide a written list of items that must be corrected. On receipt of the State’s notice, Contractor will promptly commence, at no additional cost or charge to the State, all reasonable efforts to complete, as quickly as possible and in any event within twenty (20) days (or such other period as may be agreed upon by the Parties in writing) from receipt of the State’s notice, such necessary corrections, repairs and modifications to the Hosted Services to bring them into full compliance with the Specifications.

(c) If any corrective measures are required under Section 4.2(b), upon completion of all such measures, Contractor will notify the State in writing and the process set forth in Section 4.2(a) and

Section 4.2(b) will be repeated; provided that if the State determines that the Hosted Services, as revised, still do not comply in all material respects with the Specifications, the State may, in its sole discretion:

(i) require the Contractor to repeat the correction, repair and modification process set forth in Section 4.2(b) at no additional cost or charge to the State; or

(ii) terminate any and all of the relevant Statement of Work, this Contract and any other

Statements of Work hereunder.

(d) The parties will repeat the foregoing procedure until the State Accepts the Hosted Services or elects to terminate the relevant Statement of Work as provided in Section 4.2(c)(ii) above. If the State so terminates the relevant Statement of Work, Contractor must refund to the State all sums previously paid to Contractor under such Statement of Work within ten (10) Business Days of the State’s written notice of termination, and the State will be relieved of all obligations thereunder.

5. Service Availability. Contractor will make the Hosted Services available, as measured over the course of each calendar month during the Term, in accordance with the provisions set forth in Schedule

C to this Contract (the “Availability Requirement”).

6. Support and Maintenance Services. Contractor will provide Hosted Service maintenance and support services (collectively, “Support Services”) in accordance with the provisions set forth in

Schedule A, 14 Support and Operations to this Contract (the “Support Service Level Requirement”).

7. Termination, Expiration and Transition.

7.1 Termination for Cause. In addition to any right of termination set forth elsewhere in this

Contract:

(a) The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (i) endangers the value, integrity, or security of State Systems, State Data, or the State’s facilities or personnel; (ii) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; or (iii) breaches any of its material duties or obligations under this Contract. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

(b) If the State terminates this Contract under this Section 7.1, 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 this Contract, the termination will be deemed to have been a termination for convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section

7.2.

(c) The State will only pay for amounts due to Contractor for Services accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the

Contractor for the State’s reasonable costs in terminating this Contract. Contractor must promptly reimburse to the State any Fees prepaid by the State prorated to the date of such termination. Further, Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Services from other sources.

7.2 Termination for Convenience. The State may immediately terminate this Contract in whole or in part, without penalty and for any reason, including but not limited to, appropriation or budget shortfalls.

The termination notice will specify whether Contractor must: (a) cease performance immediately, or (b) continue to perform in accordance with Section 7.3. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved

Transition Responsibilities to the extent the funds are available.

7.3 Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days; the

“Transition Period”), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract to continue without interruption or adverse effect, and to facilitate the orderly transfer of the Services to the State or its designees. Such transition assistance may include but is not limited to: (a) continuing to perform the Services at the established Statement of Work rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Services to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all

State Data; and (d) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, the “Transition Responsibilities”). The Term of this Contract is automatically extended through the end of the Transition Period.

7.4 Effect of Termination. Upon and after the termination or expiration of this Contract or one or more Statements of Work for any or no reason:

(a) Contractor will be obligated to perform all Transition Responsibilities specified in Section

7.3.

(b) All licenses granted to Contractor in State Data will immediately and automatically also terminate.