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Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 001 .

to Contract Number 512 210000000542.

C O

N

TR

A C

TO

R

Mobile Medical Support, LLC

ST

A

TE

Pr og ra m

M an ag er

Tracey Nelson, Administrator Jennifer Manning, Administrator Ron Oja, Administrator

MVHGR

MVHCT

DJJHV

24293 Telegraph Ste #212

616-364-5344, MVHGR

586-210-7710, MVHCT

906-226-3576 x 2520349, DJJHV

Southfield, MI 48033 NelsonT11@michigan.gov ManningJ5@michigan.gov OjaR@michigan.gov

John Barnes C on tra ct

Ad m in is tra to r Susan Mellon DTMB

616-965-1723 906-251-0619 jbarnes@mobilemedicalsupport.com mellons@michigan.gov

VS0194074

STATE OF MICHIGAN PROCUREMENT

Department of Military and Veterans Affairs Michigan Veterans’ Facility Authority, MVH- DJJHV, MVHCT, MVHGR

CONTRACT SUMMARY

DESCRIPTION: Dental, Audiology, Optometry, and Podiatry Services for Residents at the Michigan Veteran Homes at Grand Rapids, Michigan Veteran Homes at Chesterfield Township, and DJ Jacobetti Home for Veterans.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

04/01/21 3/31/24 2-two-year

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

5,000,000.00 0 5,000,000.00 DESCRIPTION: Price clarification: Hygienist daily rate is $1,000.00 per day.

Revised 2/2019

CHANGE NOTICE NO. 001 TO CONTRACT NO. 210000000542

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

John P Barnes

6/25/2021

Lacey Wilke

2021-06-30 16:26:44 UTC

DTMB Financial Services

State of Michigan

E-SIGNED by Lacey Wilke on 2021-06-30 16:26:44 EDT

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 512 210000000542 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

S T

A T

E

P ro g ra m M a n ag er

Tracey Nelson, Administrator Jennifer Manning, Administrator Ron Oja, Administrator

MVHGR

MVHCT

DJJHV

24293 Telegraph Ste #212

616-364-5344, MVHGR

586-210-7710, MVHCT

906-226-3576 x 2520349, DJJHV

Southfield, MI 48033 NelsonT11@michigan.gov ManningJ5@michigan.gov OjaR@michigan.gov

John Barnes C o nt ra ct

A dm in is tr at o r

Susan Mellon DTMB

616-965-1723 906-251-0619 jbarnes@mobilemedicalsupport.com MellonS@michigan.gov

VS0194074

CONTRACT SUMMARY

DESCRIPTION: Dental, Audiology, Optometry, and Podiatry Services for Residents at the Michigan Veteran Homes at Grand Rapids, Michigan Veteran Homes at Chesterfield Township, and DJ Jacobetti Home for Veterans.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

04/01/21 3/31/2024 2 two-year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Payment Request (PRC) Other Yes No

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $5,000,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Military and Veterans Affairs Michigan Veteran Facility Authority, MVH- DJJHV, MVHCT, MVHGR

Revised 5/03/2016

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

FOR THE STATE:

Signature

Name & Title

Agency

Mobile Medical Support LLC

John P. Barnes

April 5th, 2021

Contract. No. 512 210000000542 3

STATE OF MICHIGAN

Contract No. 512 210000000542 Podiatry, Dental, Optometry, and Audiology Services

SCHEDULE A

STATEMENT OF WORK

CONTRACT ACTIVITIES

This schedule identifies the requirements of the Contract.

BACKGROUND

The Michigan Veteran Homes are long term assisted care facility operated by the State of Michigan, DJ Jacobetti Home for Veterans (DJJHV), Michigan Veteran Homes at Grand Rapids (MVHGR) and Michigan Veteran Homes at under the direction of the Department of Military and Veterans Affairs and the Michigan Veterans Facility Authority. The Homes provide both nursing and domiciliary care to qualified Michigan veterans and their dependents. The mission of the Homes is to provide compassionate quality interdisciplinary care for the members to achieve their highest potential of independence, self-worth, wellness, and dignity.

SCOPE

The Contractor must provide Dental, Audiology, Optometry, and Podiatry Services, staff, supplies, materials, equipment, personnel training, and all other resources necessary to meet the scope of work, deliverables, terms, and conditions of the Contract. All Services are on-site at the Homes required Monday through Friday as scheduled for each Home. The Contractor will complete services on existing resident assessment for ongoing care and reassessments, as necessary. The Contractor will identify treatment plans and administer

REQUIREMENTS

Contractor must provide Deliverables/Services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below:

PODIATRY:

1. Contractor must provide comprehensive podiatry care which includes:

Foot and ankle care cutting/debridement of toenails, shaving/paring of calluses. Minor surgical procedures including removal of infected toenails, drainage of skin abscesses, removal of benign skin lesions, biopsy of skin lesions, etc.

Assessment and treatment of foot and ankle wounds including orders and follow-up.

Recommend inserts, braces, and diabetic shoes as covered by Medicare, VA Benefits and/or any third-party insurances.

Tag equipment as requested with Scandent RFID tag

2. Contractor must participate in the diagnosis and treatment of newly admitted, convalescent, and chronic members and provides documentation.

3. Contractor must complete and document podiatric examination of assigned members.

Contract. No. 512 21000000542 4

4. Contractor must make recommendations to the Homes Medical and Nursing staff regarding treatment plans for the residents.

5. Contractor must consult with the resident, his/her family, Home professionals and other interested persons to interpret clinical findings.

6. Contractor must recommend medications and wound treatments for the treatment of foot disorders.

7. Contractor must maintain a positive and professional relationship with each attending physician.

8. Contractor must ensure the medical necessity of all such services that are billed or claimed and that the submission of all such claims completed are accurate and timely.

9. Billing for services provided will be done monthly. The Contractor must always maintain proper records according to State and Federal Requirements for residents of the Homes. These records shall be available upon request to the Home Program Manager(s) or designee. Under no circumstances will the Contractor submit invoicing to the member directly, their families, guardians, spouse, or next of kin.

10. An itemized invoice of costs incurred the preceding month must be submitted by the 15th of each and service performed.

Payments for podiatry services are to be made monthly, after services for that month have been completed and approved.

11. Services are to be provided during usual business hours, Monday through Friday, between 8:00 am to 5:00 pm on a regularly scheduled basis. Upon award of the contractual agreement the contractor and the Homes will independently determine a set schedule for days and hours.

DENTAL:

Services to be provided by the Dentist including, but not limited to:

Provides comprehensive examinations of patients.

Diagnoses and treats diseases, injuries, and malformation of teeth and oral structures.

Restores teeth and constructs dentures and dental appliances. Performs dental surgery, including the extraction of teeth and roots, removal of impacted teeth, and necessary alveolate.

Treats pathological conditions of the oral cavity.

Takes and analyzes digital oral x-ray for diagnostic purposes which may include using an existing x-ray system if the Home has one on-site.

Sutures facial lacerations within and around the oral cavity.

Prescribes medications for infection control, pain control, and for the control of viral, bacterial, and fungal infections.

Provides instructions in oral hygiene and methods of preventing the spread of oral diseases.

Reviews medical histories and records dental treatment in medical charts to ensure that treatment plan does not compromise patient health.

Maintains dental charts and histories of members treated.

Compiles and analyzes data collected from dental surveys, dental care programs, patient-related records, or patient records to evaluate quality of service received by patients.

Provides guidance and direction to dental assistants, hygienists, and other support personnel.

Provides expert testimony at legal proceedings.

Ensures appropriate disposal of toxic wastes.

Participates in in-service training and other continuing education programs.

Reviews and evaluates dental care programs.

Reviews, approves, amends, or rejects treatment plans and services submitted by dental care providers in accordance with all insurance requirements and Medicaid/Medicare standards and policies.

Contract. No. 512 21000000542 5

Orients, trains, and standardizes procedures for examining dental health experts to obtain valid results from direct examination, screening, or inspection procedures.

May evaluate and verify employee performance through the review of completed work assignments and the review of work techniques.

Services to be provided by the Dental Assistant including, but not limited to:

Assists dentist chair-side by delivering and receiving dental instruments, restorative and impression materials, and medications.

Mixes and prepares the proper solutions, restorative materials, and/or medications for the procedures to be performed.

Cleans dental equipment via ultrasonic cleaning and prepares for autoclave. Performs laboratory work such as preparing impression material, pouring impressions, preparing models, making base plates, performing minor prosthetic repairs, trimming, and polishing prosthetics.

Takes digital x-rays and completes appropriate storage Dexsis Digital system will be used at their Home.

Prepares handwritten treatment data.

Services to be provided by the Dental Hygienist including, but not limited to:

Performs oral prophylaxis on patients, scaling, root planning and polishing the teeth to remove stains, plaque, and calculus from tooth surfaces using hand scalers, ultrasonic cleaning instruments and motor or air-driven dental polishers.

Examines patient disease or tooth decay, charts findings, and reports same to dentist.

Instructs members in proper methods of tooth brushing and flossing techniques, care and cleaning of dentures, maintenance of oral health, and/or proper usage of non-prescription medication.

Creates and maintains dental treatment charts and records.

Processes dental digital x-ray using the Dexsis Digital x-ray and related equipment; reads dental images and alerts dentist to observations at DJJHV.

May assist dentist at chairside during restorative, surgical, and endodontic procedures. Practices and maintains proper infectious disease control procedures, including cleaning and sterilization of dental instruments and disinfection of dental equipment.

Maintains dental instruments and equipment in proper working order; follows procedures to maintain security of medications, instruments, and needles.

Applies topical fluorides, topical anesthetics, and desensitizing agents to teeth and/or gums.

Types charts, prepares inventory order, and performs related dental office duties.

Removes periodontal and surgical packs and sutures.

Conducts health screening of incoming members by performing an oral examination, taking oral digital x-rays, examining, and charting existing dental conditions, determining if patient needs emergency treatment, and refers patient to dental clinic.

Performs related work as assigned.

1. General Requirements

Dental Services Requirements:

1. The contractor will provide, at a minimum, the following services: Fillings, extractions, cleanings, digital x-rays, dentures (includes mandatory tagging of equipment with Scandent RFID tag) , impressions, bridgework, and adjustments. These services must be delivered in compliance with invoice terms.

2. The contractor shall provide all professional staff, appropriately credentialed and/or trained within their area of specialty (i.e., Dentists, Hygienists and Dental Assistants). Copies of licenses/registrations shall be made available to the Agency. Criminal background checks must be done by the provider on all their employees and contracted employees. A TB test is required. Additional testing to be determined re: Flu vaccine, Covid-19 vaccine, Rapid Covid-19 test, etc.

3. The contractor will be directly responsible to Program Manager(s). A representative of the contractor will meet with the Medical Director as needed.

4.

procedures with special emphasis on dental services, infection control, safety, patient rights, HIPPA, and confidentiality.

5. The contractor shall be available on a regular schedule both in terms of date and time. The contractor

Contract. No. 512 21000000542 6 provided during the hours of Monday through Friday, 8 a.m. to 5:00 p.m. The contract dental staff will provide documentation regarding any treatment given according to the policies and procedures of the Agency.

6. The contractor will be required to provide, at no additional cost, up to twelve hours of in-service training annually for staff if requested to do so.

7. Neither the contractor nor its employees shall conduct personal or private business while providing services on site at the Homes.

8. All members are entitled to dental services.

9. Contracted services will supply appropriate documentation to assist the member in securing necessary dental services.

10.

participate in the mem

11. The contractor may inspect equipment and performing needed routine maintenance that is within the scope of practice of a dentist, hygienist, or dental assistant.

OPTOMETRY/VISION:

Usual and Customary Optometry services to include but not limited to:

Inner Ocular Pressure Checks Glaucoma and Macular Degeneration check along with various retinal disease evaluation Glasses (tag with Scandent RFID tag), including Rx for astigmatism, readers, Bifocals, Progressive and

Trifocals Cleaning, adjustment, and repair of eyewear

AUDIOLOGY:

Usual and Customary Audiometric services to include but not limited to:

Skin Cancer screen of outer ear

, (tag with Scandent RFID tag)

ROLES AND RESPONSIBILITIES

1. The priorities and assignments of the Contractor will be determined by the Program Manager(s) or designee.

2. The Contractor must assure that the staff are on-site providing services for a sufficient length of time to see patients. The Contractor will provide appropriately credentialed dental, audiology, optometry, and podiatry staff. Copies of proposed staffing credentials shall be submitted with the contract.

3. The Contractor will maintain all required Federal and State medical licenses and submit current licenses during the period of contract to the Program Manager(s) or designee.

4. The Contractor will maintain a formal quality assurance program and will provide the Homes with the results of these activities which will validate that quality services are being provided. It should be works.

Contract. No. 512 21000000542 7

5. The Contractor must supply a staffing table or chart with names, titles and qualifications of personnel assigned to the project to each Home.

6. The Contractor must have at least three years of experience in a long-term care facility setting.

7. The Homes reserve the right to refuse admission to any of its facilities or programs to any member of industry standards of care and practice or who may compromise the security of the facility, its members, and staff.

The Contractor shall acknowledge in writing that neither this contract nor any subsequent contract creates a co-employer-employee relationship between the Contractor and the Homes, or employees and the Homes. The Contractor shall inform each of its employees in writing that the Homes is

Homes is not a co-employer o the Homes acknowledge the same in writing and agrees to maintain current documentation concerning the employment Contracted staff are permitted from having personal or financial relationships with facility patients.

1. General Requirements

1.1. Transition

Contractor will continue working with the medical staff of the Homes to ensure the quality of dental, optometry, audiology and podiatry care is maintained or improved as needed. Treatment plans will be discussed and established with the Homes medical staff to meet the patient needs.

2. Staffing

2.1. Contractor Representative

The Contractor Representative is John Barnes.

The Contractor must notify the Contract Administrator at least 14 calendar days before removing or assigning a new Contractor Representative.

2.2. Customer Service Number

The customer service telephone number is 616-965-1723. The Contractor Representative must be available for calls during the hours of 8 am to 5 pm EST.

2.3. Work Hours

Friday, 8:00 a.m. to 5:00 p.m. EST, and possible night and weekend hours depending on the requirements of the project.

2.4. Disclosure of Subcontractors

The Contractor will not utilize subcontractors.

2.5. Security

The Contractor will be subject the following security procedures: All visitors and Contractors must check in at the Front Lobby unless work has been scheduled and approved by the CCI or designee.

Contractor shall have a company identified vehicle and either uniforms, badges, or some sort of employee

3. Project Management

3.1. Project Plan

The Contractor will carry out this project under the direction and control of the Homes Administrator.

Contract. No. 512 21000000542 8

3.2. Meetings

The State may request other meetings, as it deems appropriate.

3.3. Reporting

The Contractor shall provide written copy of the following reports as specified to the Home Buyer by email.

A one (1) month services quarterly report and a 12-month yearly service report are to be furnished by the Contractor. The reports are to be listed in columns in alphabetical order. The reports are to list horizontally, and service provided.

the MVH approval.

4. Ordering

4.1. Authorizing Document

The appropriate authorizing document for the Contract will be a direct order.

5. Invoice and Payment

5.1. Invoice Requirements

All invoices submitted to the State must include: (a) date; (b) direct order; (c) quantity; (d) description of the Contract Activities; (e) price; (f) total price. Overtime, holiday pay, and travel expenses will not be paid.

5.2. Payment Methods

The State will make payment for Contract Activities by electronic funds transfer in accordance with Public Act 533 of 2004.

6. Liquidated Damages Late or improper completion of the Contract Activities will cause loss and damage to the State and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, if there is late or improper completion of the Contract Activities the State is entitled to collect liquidated damages in the amount of $120 per day for each day Contractor fails to remedy the late or improper completion of the Work.

Contract. No. 512 21000000542 9

Contract No. 512 210000000542

Dental, Audiology, Optometry, and Podiatry Services for Residents at the Michigan Veteran Homes at Grand Rapids, Michigan Veteran Homes at Chesterfield Township, and DJ Jacobetti Home for

Veterans.

SCHEDULE B

PRICING

Dental

Daily Rate: $3000

Usual and Customary Dental services to include but not limited to:

Cleaning and general dental exams Digital x-rays Oral cancer screening Fillings Extractions at the discretion of the provider Partials and dentures Denture repair and adjustments Root canals and cosmetic dental services are not included.

Podiatry

Daily Rate: $2500

Usual and Customary Podiatry services to include but not limited to:

Basic foot care including corns, calluses, nail care Exam of extremities Neurological, orthopedic, and inter-extremity system review.

Daily Rate: $2500

Usual and Customary Optometry services to include but not limited to:

Health evaluation of patient and comprehensive vision exam Dilation Inner Ocular Pressure Checks Glaucoma and Macular Degeneration check along with various retinal disease evaluation Glasses, including Rx for astigmatism, readers, Bifocals, Progressive and Trifocals Cleaning, adjustment, and repair of eyewear

Contract. No. 512 21000000542 10

Audiology

Daily Rate: $2000/audiometric evaluations

Hearing Aids

Level 1

$850.00/ pair

Level 2

$1,500.00/pair

Level 3 $2,680.00/pair

Usual and Customary Audiometric services to include but not limited to:

Physical examination of outer and middle ear Skin Cancer screen of outer ear Routine ear cleaning (specialty machine/Lavage method) Otoacoustic Emissions evaluation Air conduction/Bone conduction testing Tympanometry Hearing aid repair/maintenance New Hearing aids/batteries included.

TTY phones installed in participants' homes (with qualified hearing loss)

**Cancellation of scheduled visit: A cancellation within 72 hours of a scheduled visit, regardless of reason, will result in a full daily rate charge from Provider** The Contractor, in consultation with the State, shall decide when, in the face of impending adverse weather conditions (i.e.

large amounts of snowfall in a short period of time), to institute precautionary measures in order to safeguard the personnel of both parties. Contractor and the State shall each ensure that each respective senior representative will not act unreasonably in the exercise of their discretion and will reschedule services at a later date, with no penalty.

In the event of a Covid-19 outbreak, the State or its Home Administrators may implement rules to safeguard the facility such as closing to the public or contractors.

Contract. No. 512 21000000542 11

Contract State and Mobile Medical Support LLC. Contractor a Michigan Limited Liability Company. This Contract is effective on April 1, 2021 Effective Date March 31, 2024.

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

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A Statement of Work Contract Activities 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: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good qu and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier;

(b) when received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

Susan Mellon, Buyer

DTMB

MellonS@michigan.gov

(906) 251-0619

John Barnes, Owner jbarnes@mobilemedicalsupport.com

616-965-1723

STANDARD CONTRACT TERMS

Contract. No. 512 21000000542 12

3. Contract Administrator. The Contract Administrator for each party is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a Contract Administrator

State: Contractor:

Susan Mellon, Buyer

DTMB

MellonS@michigan.gov

(906) 251-0619

John Barnes, Owner jbarnes@mobilemedicalsupport.com

616-965-1723

4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day Program Manager

State: Contractor:

Michigan Veteran Homes at Grand Rapids Tracey Nelson, Administrator 3000 Monroe Ave NE, Grand Rapids, MI 49505 NelsonT11@michigan.gov 616-364-5344

Michigan Veteran Homes at Chesterfield Township Jennifer Manning, Administrator 47901 Sugarbush Road Chesterfield Township, MI 48047 ManningJ5@michigan.gov 586-210-7110

DJ Jacobetti Home for Veterans Ron Oja, Administrator 425 Fisher Street Marquette, MI 49855 OjaR@michigan.gov 906-226-3576 ext 2520349

John Barnes, Owner jbarnes@mobilemedicalsupport.com

616-965-1723

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

6. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by a company with an A.M. Best rating of "A" or better, and a financial size of VII or better.

Contract. No. 512 210000000542 13

Medical Malpractice Insurance

Minimal Limits:

$200,00 Each Occurrence

$600,00 Annual Aggregate

Deductible Maximum:

$5,000 Each Occurrence

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimal Limits:

$1,000,000 Each Occurrence Limit

$1,000,000 Personal & Advertising Injury Limit $2,000,000 General Aggregate Limit

$2,000,000 Products/Completed Operations

Deductible Maximum:

$50,000 Each Occurrence

Contractor must have their policy endorsed departments, divisions, agencies, offices, commissions, officers, employees, and endorsement CG 20 10 11 85, or both CG 2010 07 04 and CG 2037 07 0.

Coverage must not have exclusions or limitations related to sexual abuse and molestation liability.

Automobile Liability Insurance

Minimal Limits:

$1,000,000 Per Occurrence

Contractor must have their policy: (1) departments, divisions, agencies, offices, commissions, officers, employees, and include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Minimal Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimal Limits:

$500,000 Each Accident

$500,000 Each Employee by Disease

$500,000 Aggregate Disease.

Contract. No. 512 210000000542 14

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities;

and (c) if coverage is canceled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

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

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

7. Reserved.

8. Reserved.

9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the as an independent contractor. Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein.

10. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

11. Staffing. ding a notice to Contractor.

12. Background Checks. Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks.

The State, in its sole discretion, may also perform background checks.

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

Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities

Contract. No. 512 210000000542 15 under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

14. Change of Control. Contractor will notify, at least 90 calendar days before the effective date, the State of a urposes of this Contract, a change in control of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

15. Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in Schedule A.

16. Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State Review Period are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either:

(a) the Contract Activities are accepted but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 23, Termination for Cause.

rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non- Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

17. Reserved.

18. Reserved.

19. Reserved.

20. Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All

Activities performed as specified in Schedule A. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services g, all prices are inclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the Sta a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims

Contract. No. 512 210000000542 16 previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments.

If Contractor does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

21. Liquidated Damages. The parties acknowledge that late or improper completion of the Work will cause loss and damage to the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result. Therefore, Contractor and the State agree that if there is late or improper completion of the Work the State is entitled to collect liquidated damages in the amount of $5,000.00 and an additional $100.00 per day for each day Contractor fails to remedy the late or improper completion of the Work.

22. Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either:

(a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or purchase order. The work period.

23. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 24, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State and any costs the State incurs to procure the Contract Activities from other sources.

24. Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately, or (b) continue to perform the Contract Activities in accordance with Section 25, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

25. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports

Contract. No. 512 210000000542 17 such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or iscretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, Transition Responsibilities period.

26. General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Contractor (or any of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of subcontractors, or by anyone else for whose acts any of them may be liable).

The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced. Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations.

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding;

(iii) employ its own counsel; and to (iv) retain control of the defense if the State deems necessary. Contractor will entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

27. Infringement Remedies. If, supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing; or (c) accept for any losses or costs incurred as a consequence of the State ceasing its use and returning it.

28. Limitation of Liability and Disclaimer of Damages.

LIABILITY TO CONTRACTOR UNDER THIS CONTRACT, REGARDLESS OF THE FORM OF ACTION,

WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED THE MAXIMUM AMOUNT OF FEES PAYABLE UNDER THIS CONTRACT. The State is not liable for consequential, incidental, indirect, or special damages, regardless of the nature of the action.

29. Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 14 calendar days of Proceeding involving Contractor, a subcontractor, or an officer or director of Contractor or subcontractor, that arises during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil Proceeding involving: (1) a claim that might reasonably be expected to allegation of fraud; or (e) a Proceeding involving any license that Contractor is required to possess in order to perform under this Contract.

Contract. No. 512 210000000542 18

30. Reserved.

31. State Data.

a. Ownership State Data processed, stored, or generated as the

PII

processed, stored, or generated as the result of the Contract Activities, including, without limitation, any informat government-issued identification number, date of birth, address, telephone number, biometric data, PHI collected, used, processed, stored, or generated as the result of the Contract Activities, which is defined under the Health Insurance Portability and Accountability Act (HIPAA) and its related rules and regulations. State Data is and will remain the sole and exclusive property of the State and all right, title, and interest in the same is reserved by the State. This Section survives the termination of this Contract.

b. Contractor Use of State Data. Contractor is provided a limited license to State Data for the sole and exclusive purpose of providing the Contract Activities, including a license to collect, process, store, generate, and display State Data only to the extent necessary in the provision of the Contract Activities. Contractor must: (a) keep and maintain State Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose State Data solely and exclusively for the purpose of providing the Contract Activities, such use and disclosure being in accordance with this Contract, any applicable Statement of Work, and applicable law; and

(c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available State Data for written consent. This Section survives the termination of this Contract.

c. Extraction of State Data provide the State, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Contractor), an extract of the State Data in the format specified by the State.

d. Backup and Recovery of State Data. Unless otherwise specified in Schedule A, Contractor is responsible for maintaining a backup of State Data and for an orderly and timely recovery of such data. Unless otherwise described in Schedule A, Contractor must maintain a contemporaneous backup of State Data that can be recovered within two (2) hours at any point in time.

e. Loss or Compromise of Data. In the event of any act, error or omission, negligence, misconduct, or breach on the part of Contractor that compromises or is suspected to compromise the security, confidentiality, or integrity of State Data or the physical, technical, administrative, or organizational safeguards put in place by Contractor that relate to the protection of the security, confidentiality, or integrity of State…