STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 9 to

Contract Number MA200000000497

C O

N

TR

AC

TO

R

PSI SERVICES LLC

611 N. Brand Blvd., 10th Floor

Glendale CA 91203

Tanya Haug

913-938-0963 tanya.haug@psionline.com

CV0006296

ST

AT

E

Pr og ra m

M an ag er

David Derks MDOC

231-773-9200

DerksD@michigan.gov

C on tr ac t Ad m in is tr at or Susan Watt-Smith DTMB

517-230-0535

WattSmithS@michigan.gov

CONTRACT SUMMARY

High School Equivalency Testing Services

INITIAL EFFECTIVE DATE

April 1, 2020

INITIAL EXPIRATION DATE

March 31, 2021

INITIAL AVAILABLE OPTIONS

7 - 1 Year

EXPIRATION DATE BEFORE

March 31, 2028

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

REVISED EXP. DATE

CURRENT VALUE

$860,000.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$860,000.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective April 10, 2026, this Contract is amended to reflect updated accessibility requirements. All prior reference to ADA, Accessibility, and/or WCAG 2.0 are replaced and superseded with the following language:

Accessibility Requirements

The State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted standards and procedures regarding accessibility requirements for websites, applications, content, electronic documents. Due to a change in the law, the State is required to comply with specific accessibility standards for websites, applications, content and documents.

Starting 4/24/26, throughout the Terms, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, work processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract, must comply with WCAG 2.1 Level AA.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 8 to

Contract Number 200000000497

DerksD@michigan.gov

David Derks

Susan Watt-Smith tanya.haug@psionline.com

Tanya Haug

Glendale, CA 91203

PSI SERVICES LLC

VS0020358

913-938-0963

611 N. Brand Blvd., 10th Floor

517-230-0535 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

231-773-9200

DTMB

wattsmiths@michigan.gov

$260,000.00

April 1, 2020 March 31, 2024

HIGH SCHOOL EQUIVALENCY TESTING SERVICES

March 31, 2021

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

7 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 4 ☐ March 31, 2028

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$600,000.00 $860,000.00

Effective March 28th, 2023, the following changes are hereby incorpated into this Contract:

1. This Contract is exercising 4 remaining option years and is increased by $600,000.00. The revised expiration date is March 31, 2028.

2. The State Contract Administrator has been changed to Susan Watt-Smith, wattsmiths@michigan.gov, 517-230-0535.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MDOC

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 7 to

Contract Number 200000000497

DerksD@michigan.gov

David Derks

Melissa Beck tanya.haug@psionline.com

Tanya Haug

Glendale, CA 91203

PSI SERVICES LLC

VS0020358

913-938-0963

611 N. Brand Blvd., 10th Floor

(517) 897-1502

S T

A T

E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

231-773-9200

DTMB

beckm3@michigan.gov

$260,000.00

April 1, 2020 March 31, 2024

HIGH SCHOOL EQUIVALENCY TESTING SERVICES

March 31, 2021

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

7 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ N/A ☐ N/A March 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $260,000.00

Effective November 13, 2023, MDOC only is now exempt from the $30 state administration fee per the updated Schedule B- Pricing, Item #1, for U/M, First computer-delivered HiSET subtest and First paper delivered HiSET subtests. See attached updated table.

Also updating Contractor information to Tanya Haug, 913-938-0963, tanya.haug@psionline.com.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

STATE OF

MICHIGAN

Contract No. 200000000497 - CN 7

High School Equivalency Testing Services

SCHEDULE B

PRICING

Prices includes all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing).

ITEM # DESCRIPTION U/M UNIT COST

1. HSE Testing

First computer-delivered HiSET subtest

$40.75 each ($10.75 Contractor fee and a one-time per year $30 state administration fee)*note MDOC is exempt from this $30 fee

Additional computer-delivered HiSET subtests $10.75 each (Contractor fee)

First paper-delivered HiSET subtests

$45 each ($15 Contractor fee and a one-time per year $30 state administration fee) *note MDOC is exempt from this $30 fee

Additional paper-delivered HiSET subtests $15 each (Contractor fee)

2. Shipping (if applicable) $0

Access to records and reports after the Contract expires, if applicable

$0

4. Training, if applicable $0

5. Additional Transcripts* EA

$17 per duplicate transcript

(charged directly by DiplomaSender, not the Contractor HiSET Program)

6. Additional Diplomas* EA

$17 per duplicate diploma

(charged directly by DiplomaSender, not the Contractor HiSET Program)

* Official transcripts and diplomas are provided by DiplomaSender, not the Contractor. The Contractor is responsible to ensure the data/test scores are provided to whomever holds the contract to issue the

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 6 to

Contract Number 200000000497

DerksD@michigan.gov

David Derks

Melissa Beck rmccorkle@psionline.com

Rory E. McCorkle

Glendale, CA 91203

PSI SERVICES LLC

VS0020358

818-847-6180

611 N. Brand Blvd., 10th Floor

(517) 897-1502

S T

A T

E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

231-773-9200

DTMB

beckm3@michigan.gov

$140,000.00

April 1, 2020 March 31, 2024

HIGH SCHOOL EQUIVALENCY TESTING SERVICES

March 31, 2021

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

7 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ March 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

NA

$120,000.00 $260,000.00

Effective July 5, 2023, this contract is hereby increased by $120,000.00.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

NA

DESCRIPTION

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 5 to

200000000497Contract Number

DerksD@michigan.gov

David Derks

Melissa Beck rmccorkle@psionline.com

Rory E. McCorkle

Glendale, CA 91203

PSI SERVICES LLC

VS0020358

818-847-6180

611 N. Brand Blvd., 10th Floor

(517) 897-1502 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

231-773-9200

DTMB

beckm3@michigan.gov

$80,000.00

April 1, 2020 March 31, 2023

HIGH SCHOOL EQUIVALENCY TESTING SERVICES

March 31, 2021

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

7 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 1 year ☐ March 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

NA

$60,000.00 $140,000.00

Effective February 2, 2023, the 2nd option year available on this contract is hereby exercised and increased by $60,000.00.

The revised contract expiration date is March 31, 2024.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

NA

DESCRIPTION

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 to

200000000497Contract Number

DerksD@michigan.gov

David Derks

Melissa Beck rmccorkle@psionline.com

Rory E. McCorkle

Glendale, CA 91203

PSI SERVICES LLC

VS0020358

818-847-6180

611 N. Brand Blvd., 10th Floor

(517) 897-1502 S

T A

T E

P ro g n a g e r

C o n tra c t

A d m in is tra to r

C O

N T

R A

C T

O R

231-773-9200

DTMB

beckm3@michigan.gov

$80,000.00

April 1, 2020 March 31, 2023

HIGH SCHOOL EQUIVALENCY TESTING SERVICES

March 31, 2021

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

7 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ March 31, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $80,000.00

Effective 12/23/2022 MDOC Program Manager has been changed to David Derks, DerksD@michigan.gov, 231-773-9200.

All other terms, conditions, specifications and pricing remain the same per contractor and agency agreement, and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

200000000497Contract Number

PSI SERVICES LLC

N E W

C O

N T R A

C T O

R

611 N. Brand Blvd., 10th Floor

Glendale, CA 91203

Rory E. McCorkle

818-847-6180 rmccorkle@psionline.com

VS0020358

CostelloT@Michigan.gov

Tony Costello

517-373-7204 yeatesj@michigan.gov

Jillian Yeates

(517) 275-1131

C o n tra ct

A d m in istra to r

STATE CONTACTS

$80,000.00

April 1, 2020 March 31, 2022

HIGH SCHOOL EQUIVALENCY TESTING SERVICES

March 31, 2021

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

7 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-Card Direct Voucher (PRC) ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ 1 Year ☐ March 31, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $80,000.00

Effective April 1, 2022, the following changes are hereby incorporated into this Contract:

1. This Contract is exercising the second option year. The revised expiration date is March 31, 2023.

2. Schedule A, Section 8), g) is modified to replace the reference of the Offender Contact Exception Request from CAJ-349 to

CAJ-202.

3. Terms and Conditions, Section 6. has been updated from David Hunt to Rory E. McCorkle, 611 N. Brand Blvd., 10th Floor, Glendale, CA 91203, 818-847-6180, rmccorkle@psionline.com.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

P ro g n a g e r

MDOC DTMB

dhunt@ets.org

David L. Hunt

Princeton, NJ 08541

EDUCATIONAL TESTING SERVICE

VS0020358

609-921-9000

660 Rosedale Road

C U

R R E N

T C

O N

T R A

C T O

R

4. The Contractor for this Contract is hereby transferred from Educational Testing Services to PSI Services LLC. Please note, the SIGMA Vendor ID will remain the same for Fall testing, at that point the accounting services will transfer to a new SIGMA Vendor ID.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, and DTMB Central Procurement Services approval.

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

200000000497Contract Number

CostelloT@Michigan.gov

Tony Costello

Jillian Yeates dhunt@ets.org

David L. Hunt

Princeton, NJ 08541

EDUCATIONAL TESTING SERVICE

VS0020358

609-921-9000

660 Rosedale Road

(517) 275-1131 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

MDOC

517-373-7204

DTMB

yeatesj@michigan.gov

$40,000.00

April 1, 2020 March 31, 2021

HIGH SCHOOL EQUIVALENCY TESTING SERVICES

March 31, 2021

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

7 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 1 Year ☐ March 31, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$40,000.00 $80,000.00

Effective February 18, 2021 this Contract is exercising the first option year and is increased by $40,000.00. The revised Contract expiration date is March 31, 2022.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

200000000497Contract Number

CostelloT@Michigan.gov

Tony Costello

Jillian Yeates dhunt@ets.org

David L. Hunt

Princeton, NJ 08541

EDUCATIONAL TESTING SERVICE

VS0020358

609-921-9000

660 Rosedale Road

(517) 275-1131 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

MDOC

517-373-7204

DTMB

yeatesj@michigan.gov

$40,000.00

April 1, 2020 March 31, 2021

HIGH SCHOOL EQUIVALENCY TESTING SERVICES

March 31, 2021

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

7 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $40,000.00

Effective June 15, 2020, the following amendments are hereby incorporated into this Contract per the language below and the attached Revised Attachment A:

1. Schedule A, Requirements Section 1), b), i) is amended to include the term business days as follows:

"For each HiSET exam, the Contractor must make multiple-choice scores for paper-based tests (PBTs) and computer-based tests (CBTs) available within one to three business days of receiving scorable answer sheets or score data. PBT and CBT Writing scores are available within three to five business days of receiving scorable answer sheets or response data. The Contractor must make the score report data available to the test taker's online profile, the State, and the official credential provider."

2. Attachment A Section reference is corrected to Schedule A, Statement of Work, Requirements, General Requirements, 1.b Scoring Services. In addition, "business days" is included in the Contractor Exceptions provision.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

MICHIGAN DEPARTMENT OF CORRECTIONS

Procurement, Monitoring, and Compliance Division Service Level Agreement – Revised Attachment A

Agency/Vendor: Educational Testing Service Contract #: 200000000497 Effective Date: 4/1/2020

Metric: 1. Scoring Timelines Definition and Purpose The Contractor must provide scoring services, notify the State of scores, and provide transcripts and/or certificates within 5 business days (electronic scoring) and 30 calendar days (paper scoring) for each prisoner who completes the entire testing in accordance with Schedule A: Statement of Work, Requirements, General Requirements, 1.b Scoring Services.

Data Source:

Transmission Date (Computer-based examinations)/Mailing Date (Paper-based examinations) Receipt Date (Date scores are received by institution conducting examinations) Methodology:

The Michigan Department of Corrections (MDOC) will review the receipt date of the scores against the transmission date to determine if the scoring is being completed in accordance with Schedule A:

Statement of Work, Requirements, General Requirements, 1.b Scoring Services.

Acceptable Standard:

Computer-based scoring is to be completed and score is received within 5 business days of test completion. Paper scoring is to be completed and made available to the scoring facility within 30 calendar days of the mailing date. Each calendar day a test is not scored past the specified timeframe per test shall be considered an occurrence.

Amount for Failing to Meet Service Level Agreement A credit of $100.00 will be assessed for each instance a score is not received as identified in the Acceptable Standard section above. For any credit that is assessed, the current payable due to the Contractor will be reduced, or a subsequent invoice will be reduced by $100.00 per instance.

Extenuating circumstances will be reviewed by MDOC Contract Manager before any Service Credits are assessed.

Contractor Exceptions:

1. For each HiSET exam, we make multiple-choice scores for paper-based tests (PBTs) and computer-based tests (CBTs) available within one to three business days of our receiving scorable answer sheets or score data. PBT and CBT Writing scores are available within three to five business days of our receiving scorable answer sheets or response data. We make the score report data available to the test taker’s online profile, the State, and the official credential provider.

2. Contractor currently works with the official credential provider in Michigan. As part of this work, Contractor provides the scoring data to the credential provider who in turn issues official State of Michigan transcripts and/or certificates.

3. Per Bidder Questions & Answers, “The HSE vendor is responsible to ensure the data/test scores are provided to whomever holds the contract to issue the transcripts and diplomas for the State of Michigan.” The credential provider is responsible for meeting the timeline requirements for providing transcripts and certificates.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 200000000497 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Educational Testing Service

ST

A

TE

Pr og an ag er Tony Costello MDOC

660 Rosedale Road 517-373-7204

Princeton, NJ 08541 CostelloT@michigan.gov

David L. Hunt

C on tra ct

Ad in is tra to r Jillian Yeates DTMB

609-921-9000 517-275-1131 dhunt@ets.org yeatesj@michigan.gov

VS0020358

DESCRIPTION: High School Equivalency Testing Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

4/1/2020 3/31/2021 7, 1 Year Options 3/31/2021

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded on the basis of RFP #200000000349 and related negotiations. Orders for services will be issued directly by Departments through the issuance of a Delivery Order (DO) form.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $40,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget Central Procurement Services 525 W. Allegan St., 1st Floor. NE, Lansing, MI 48913 P.O. Box 30026, Lansing, MI 48909 mailto:Dhunt@ets.org

CONTRACT NO. 200000000497

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

David L. Hunt

Educational Testing Service

March 16, 2020

Chelsea Lugibihl, Services Category Manager

DTMB Central Procurement Services

3/25/2020

Standard Contract Terms This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Educational Testing Services (“Contractor”), a New Jersey company. This Contract is effective on April 1, 2020 (“Effective Date”), and unless terminated, expires on March 31, 2021.

This Contract may be renewed for up to seven (7) additional one-year (1-year) period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

1. Definitions. For the purposes of this Contract, the following terms have the following meanings:

“Accept” has the meaning set forth in Section 20.

“Acceptance” has the meaning set forth in Section 20.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of a Person.

“Allegedly Infringing Materials” has the meaning set forth in Section 33.

“Business Day” means a day other than a Saturday, Sunday or other day on which the State is authorized or required by Law to be closed for business.

“Business Owner” is the individual appointed by the agency buyer to (a) act as the agency’s representative in all matters relating to the Contract, and (b) co-sign off on notice of Acceptance. The Business Owner will be identified in the Statement of Work.

“Change” has the meaning set forth in Section 5.

“Change Notice” has the meaning set forth in Section 5.

“Change Proposal” has the meaning set forth in Section 5.

“Change Request” has the meaning set forth in Section 5.

“Confidential Information” has the meaning set forth in Section 38.a.

“Configuration” means State-specific changes made to the Software without Source Code or structural data model changes occurring.

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

“Contract Activities” refers to the includes the Services, Deliverables, delivery of commodities, or other contractual requirements set forth in Schedule A – Statement of Work, including any subsequent Statement(s) of Work, that the Contractor agrees to provide and the State agrees to purchase pursuant to the terms of this Contract.

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) approve 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.

“Contractor’s Bid Response” means the Contractor’s proposal submitted in response to the State’s requests to obtain Contract Activities.

“Contractor Personnel” means all employees of Contractor or any Permitted Subcontractors involved in the performance of Services hereunder.

“Deliverables” means all materials, including, but not limited to Software, Documentation, written materials and commodities, that Contractor is required to or otherwise does provide to the State under this Contract and otherwise in connection with any Services, including all items specifically identified as Deliverables in Schedule A - Statement of Work.

“Dispute Resolution Procedure” has the meaning set forth in Section 55.

“Documentation” means all generally available documentation relating to the Software, 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 Software or Hosted Services (as defined in Schedule D), including any functionality, testing, operation or use thereof.

“DTMB” means the Michigan Department of Technology, Management and Budget.

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

“Fees” means collectively all fees collected by the Contractor pursuant to the terms of this Contract.

“Financial Audit Period” has the meaning set forth in Section 42.

“Force Majeure” has the meaning set forth in Section 54.

“HIPAA” has the meaning set forth in Section 47.

“Intellectual Property Rights” means all or any of the following: (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 associated goodwill; (c) copyrights and copyrightable works (including computer programs), mask works 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 Schedule A – 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 or Losses” 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.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Software, including any updated Documentation, that Contractor may generally provide to its licensees from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software.

“New Version” means any new version of the Software that the Contractor may from time to time introduce and market generally as a distinct licensed product, as may be indicated by Contractor's designation of a new version number.

“Permitted Subcontractor” has the meaning set forth in Section 13.

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

“Pricing” means any and all fees, rates and prices payable under this Contract, including pursuant to any Schedule or Exhibit hereto.

“Pricing Schedule” means the schedule attached as Schedule B, setting forth the Fees, rates and Pricing payable under this Contract.

“Program Manager” is the individual appointed by each party to (a) monitor and coordinate the day-to-day activities of this Contract, and (b) for the State, to co-sign off on its notice of Acceptance of the Deliverables. Each party’s Program Manager will be identified in the Statement of Work.

“Representatives” means a party's employees, officers, directors, partners, shareholders, agents, attorneys, successors and permitted assigns.

“RFP” means the State’s request designed to solicit responses for Contract Activities under this Contract.

“Software” means Contractor’s software set forth in the Statement of Work, and any Maintenance Releases or New Versions provided to the State and any Configurations made by or for the State pursuant to this Contract, and all copies of the foregoing permitted under this Contract and the License Agreement.

“Services” means any of the services Contractor is required to or otherwise does provide under this Contract, Schedule A - Statement of Work, Schedule C - Software Terms for On-site Hosting (if applicable), and Schedule E – Contractor Hosted Software and Services (if applicable).

“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which the 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 Software.

“Site” means the physical location designated by the State in, or in accordance with, this Contract or the Statement of Work for delivery or installation of the Contract Activities.

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 37.a.

“State Materials” means all materials and information, including equipment, documents, data, know-how, ideas, methodologies, specifications, software, content and technology, in any form or media, directly or indirectly provided or made available to Contractor by or on behalf of the State in connection with this Contract.

“Statement of Work” means any statement of work entered into by the parties and attached as a schedule to this Contract. The initial Statement of Work is attached as Schedule A, and subsequent Statements of Work shall be sequentially identified and attached as Schedules A-1, A-2, A-3, etc.

“Stop Work Order” has the meaning set forth in Section 27.

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

“Third Party” means any Person other than the State or Contractor.

“Transition Period” has the meaning set forth in Section 31.

“Transition Responsibilities” has the meaning set forth in Section 31.

“Unauthorized Removal” has the meaning set forth in Section 15.

“Unauthorized Removal Credit” has the meaning set forth in Section 15.

“Warranty Period” means the period set forth in Schedule A, the Statement of Work, commencing on the date of acceptance of all Deliverables purchased pursuant to the terms of this Contract.

“Work Product” means all State-specific deliverables that Contractor is required to, or otherwise does, provide to the State under this Contract including but not limited to written materials, computer scripts, software configuration, software customization, APIs, macros, user interfaces, reports, project management documents, forms, templates, and other State-specific documents and related materials together with all ideas, concepts, processes, and methodologies developed in connection with this Contract whether or not embodied in this Contract. Work Product does not include software.

2. Duties of Contractor. Contractor must perform the Services and provide the Deliverables described in

Schedule A – Statement of Work. An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule A.

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.

3. Statement(s) of Work. Contractor shall provide the Contract Activities pursuant to Statements of Work entered into under this Contract. No Statement of Work shall be effective unless signed by each party’s Contract Administrator. The term of each Statement of Work shall commence on the parties' full execution of the Statement of Work and terminate when the parties have fully performed their obligations. The terms and conditions of this Contract will apply at all times to any Statements of Work entered into by the parties and attached as a schedule to this Contract. The State shall have the right to terminate such Statement of Work as set forth in Sections 25 and 26. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work is strictly required.

4. Statement of Work Requirements. Each Statement of Work may include the following: (a) names and contact information for Contractor’s Contract Administrator, Program Manager and Key Personnel; (b) names and contact information for the State’s Contract Administrator, Program Manager and Business Owner; (c) a detailed description of the Services to be provided under this Contract, including any training obligations of Contractor; (d) a detailed description of the Deliverables to be provided under this Contract;

(e) a description of all liquidated damages associated with this Contract, if any; and (f) a detailed description of all State Resources, if any, required to complete the Implementation Plan, if such a Plan is necessary.

5. Change Control Process. The State may at any time request in writing (each, a “Change Request”) changes to the Statement of Work, including changes to the Contract Activities (each, a “Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 5. No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice.

Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.

6. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

State: Contractor:

Jillian Yeates

525 W. Allegan St. 1st Floor NE

PO Box 30026

Lansing, MI 48909 yeatesj@Michigan.gov

517-275-1131

David L. Hunt

660 Rosedale Road

Princeton, NJ 08541 dhunt@ets.org

609-921-9000

The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

Tony Costello

Grandview Plaza, 5th Floor

PO Box 30003

Lansing, MI 48909 costellot@michigan.gov

(517) 373-7204

Jason Carter

660 Rosedale Road

Princeton, NJ 08541 jcarter@ets.org

609-9243-6556

The Contract Manager for each party will monitor overall contract compliance.

Destinie Shipman

Grandview Plaza, 5th Floor

PO Box 30003

Lansing, MI 48909 shipmand@michigan.gov

(517) 335-2080

Dawn King

660 Rosedale Road

Princeton, NJ 08541 dking@ets.org

609-683-2855

The Contract Administrator for each party will manage contract changes, updates, etc.

mailto:Dhunt@ets.org mailto:ShipmanD@michigan.gov mailto:Dhunt@ets.org mailto:shipmand@michigan.gov

Jillian Yeates

525 W. Allegan St. 1st Floor NE

PO Box 30026

Lansing, MI 48909 yeatesj@Michigan.gov

517-275-1131

Dawn King

660 Rosedale Road

Princeton, NJ 08541 dking@ets.org

609-683-2855

7. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in Schedule A) if, in the opinion of the State, it will ensure performance of the Contract.

8. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor's or a subcontractor's performance;

(b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by a company with an A.M. Best rating of "A-" or better, and a financial size of VII or better.

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum 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 04.

Automobile Liability Insurance

Minimum Limits:

$1,000,000 Per Accident

Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimum Limits:

$500,000 Each Accident

$500,000 Each Employee by Disease

$500,000 Aggregate Disease.

Privacy and Security Liability (Cyber Liability) Insurance

$1,000,000 Each Occurrence

$1,000,000 Annual Aggregate

Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities; and (c) if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section; (c) notify the Contract Administrator within 5 business days if any insurance is cancelled; and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

9. Administrative Fee and Reporting. Contractor must pay an administrative fee of 1% on all payments made to Contractor under the Contract including transactions with the State (including its departments, divisions, agencies, offices, and commissions), MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made by check payable to the State of Michigan and mailed to:

Department of Technology, Management and Budget Cashiering P.O. Box 30681 Lansing, MI 48909

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to MiDeal@michigan.gov.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.

10. Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal. Upon written agreement between the State and Contractor, this contract may also be extended to: (a) State of Michigan employees and (b) other states (including governmental subdivisions and authorized entities).

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms.

The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.

11. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract.

Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor.

12. Intellectual Property Rights. Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Work Product produced as part of the Contract Activities, and all associated intellectual property rights, if any. In general, Work Product constitutes works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Work Product, 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 Work Product, including all intellectual property rights therein. Contractor also irrevocably waives any and all claims Contractor may have now or hereafter have in any jurisdiction to so called “moral rights” or rights of droit moral with respect to the Work Product. If Contract Activities includes the purchase or use of software, such purchase, use, or access to Software shall be subject to Schedules B and C or D of this Contract.

13. Subcontracting. Contractor will not, without the prior written approval of the State’s Program Manager, which consent may be given or withheld in the State’s sole discretion, engage any Third Party to perform Services. The State’s approval of any such Third Party (each approved Third Party, a “Permitted Subcontractor”) does not relieve Contractor of its representations, warranties or obligations under this Contract. Without limiting the foregoing, Contractor will: (a) be responsible and liable for the acts and http://www.michigan.gov/mideal omissions of each such Permitted Subcontractor (including such Permitted Subcontractor's employees who, to the extent providing Services or Deliverables, shall be deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees; (b) name the State a third party beneficiary under Contractor’s Contract with each Permitted Subcontractor with respect to the Services;

(c) be responsible for all fees and expenses payable to, by or on behalf of each Permitted Subcontractor in connection with this Contract, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits; and (d) notify the State of the location of the Permitted Subcontractor and indicate if it is located within the continental United States.

14. Staffing. Contractor is solely responsible for all Contractor Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

15. Key Personnel. If, in the sole discretion of the State, Key Personnel are required to complete the Contract

Activities, such Key Personnel shall be identified in Schedule A - Statement of Work. The State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, introduce the individual to the State’s Program Manager, and provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection.

Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under Section 28.

It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result of any Unauthorized Removal. Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Section 28, Contractor will issue to the State an amount set forth in Schedule A – Statement of Work (each, an “Unauthorized Removal Credit”).

16. Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. 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.

17. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the

State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to…