210000001251-Laboratory-Accreditation.pdf

CONTRACT CHANGE NOTICE

Change Notice Number 001 .

to Contract Number 210000001251.

C O

N

TR

A C

TO

R

ANSI National Accreditation Board, LLC

ST

A

TE

Pr og ra m

M an ag er

Jeff Nye MSP

330 E. Kilbourn Ave, Suite 925 517284-3491

Milwaukee, WI 53202 NyeJ1@michigan.gov

Bradford Putnam C on tra ct

Ad m in is tra to r Susan Mellon MSP

414-501-5368 517-643-6487 bputnam@anab.org MellonS3@michigan.gov

CV0065321

STATE OF MICHIGAN PROCUREMENT

Michigan State Police 7150 Harris Drive, Dimondale, Michigan, 48821 P.O. Bos 30634, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Laboratory Accreditation

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

9/01/2025 8/31/2025 One 4-year option 8/31/2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 See Section 2.1 Timeframes

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☒ One 4-year ☐ 8/31/2029

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$275,590.00 $342,740.00 $618,330.00 DESCRIPTION: Effective 9/1/2025 the one 4-year option is exercised, and the contract value is increased. In addition, pricing is modified, per attached Schedule B, Pricing. All other terms, conditions, and specifications remain unchanged. Per agency request and vendor agreement.

Revised 5/03/2016

STATE OF MICHIGAN

Contract No. 210000001251 Laboratory Accreditation

SCHEDULE B

PRICING

1. Pricing 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).

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 210000001251 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

ANSI National Accreditation Board, LLC

ST

A

TE

Pr og ra m

M an ag er

Jeff Nye MSP

330 E. Kilbourn Ave, Suite 925 517-284-3491

Milwaukee, WI 53202 NyeJ1@michigan.gov

Bradford Putnam C on tra ct

Ad m in is tra to r Paula Hurst Thomas MSP

414-501-5368 517-243-9786 bputnam@anab.org HurstP3@michigan.gov

CV0065321

CONTRACT SUMMARY

DESCRIPTION: Laboratory Accreditation

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

09/01/2021 08/31/2025 One Four-Year Option 08/31/2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 See Section 2.1 Time Frames

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

N/A

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $275,590.00

STATE OF MICHIGAN PROCUREMENT

Michigan State Police 7150 Harris Drive, Dimondale, Michigan 48821 P. O. Box 30634, Lansing, Michigan 48909

Version 10 (1/2020) 6

CONTRACT NO. 210000001251

FOR THE CONTRACTOR:

ANSI National Accreditation Board, LLC Company Name

Authorized Agent Signature

Pamela L. Sale Authorized Agent (Print or Type)

FOR THE STATE:

Signature

Paula Hurst Thomas, Buyer Name & Title

MSP

Agency

Version 10 (1/2020) 7

SCHEDULE A

STATEMENT OF WORK

CONTRACT ACTIVITIES

This schedule identifies the requirements of this Contract.

The State reserves the right to modify Contract requirements to meet the State of Michigan’s needs.

BACKGROUND

The Michigan State Police (MSP) Forensic Science Division (FSD) is seeking accreditation of its forensic science laboratories in Bridgeport, Grand Rapids, Grayling, Lansing, Marquette, Northville, and Metropolitan Detroit. All laboratories are currently accredited by ANAB (ANSI National Accreditation Board).

Accreditation includes on-site work during the assessment process at all facilities.

The MSP FSD requires that the accreditation of its operations and quality management system is evaluated at all laboratories against the standards set forth by the International Organization for Standardization in ISO/IEC 17025 - General Requirements for the Competence of Testing and Calibration Laboratories Third edition 2017-11 and ANAB ISO/IEC 17025:2017- Forensic Science Testing and Calibration Laboratories Accreditation Requirements AR 3125. In addition, the accreditation will include an audit of DNA operations using the requirements set forth in the Quality Assurance (QA) Standards for Forensic DNA Testing Laboratories and the Quality Assurance (QA) Standards for Convicted Offender DNA Databasing Laboratories.

SCOPE

Contractor shall provide a combination of full assessments, on-site surveillance activities and off-site surveillance activities during the accreditation cycle, and annual proficiency test reviews to maintain the accreditation of all laboratories within the MSP FSD. The accreditation cycle shall be four years. The accreditation shall include assessments of the following forensic testing disciplines/sub-disciplines. These disciplines/sub-disciplines include:

• Biology – Nuclear DNA, Serology, CODIS Database

• Controlled Substances

• Firearms and Toolmarks, NIBIN Database

• Latent Prints – Latent Print Processing and Comparisons, AFIS Database

• Questioned Documents

• Toxicology – Blood/Urine Alcohol, Blood/Urine Drug

• Trace Evidence – Paint and Polymers, General Physical and Chemical Comparisons, Fiber and Textiles, Glass, Hair, Fire Debris, Impression Evidence

• Breath Alcohol testing

Fees for follow-up visits, interim assessments, proficiency test reviews and other accrediting body functions are outside the scope of this contract.

REQUIREMENTS

This Contract is for professional technical services to provide the MSP FSD with an accreditation that; a) assesses the level of conformance to established standards of performance, b) evaluates the quality management system to enhance mission specific requirements, and c) retains the division’s nationally recognized accreditation standing.

Version 10 (1/2020) 8

1. General Requirements

Accreditation Requirements The MSP FSD requires accreditation prior to the expiration of its current accreditation date or before any granted extensions of that accreditation date.

Accreditation Standards Standards for accreditation shall include ISO 17025:2017 and additional forensic science laboratory standards. The additional forensic science standards shall have been developed by practicing forensic science experts and established in the forensic science community to represent the consensus of the field.

The additional forensic science standards shall be put forth in a the form of a requirements document.

Application for Accreditation Contractor shall provide the required application for accreditation. Because of the nature of the MSP FSD mission, the Contractor shall restrict review of all application material submitted on a need to know basis before, during and after the assessment.

Accreditation Decision and Appeals Contractor shall have an established forensic and calibration laboratory accreditation program that includes a procedure for making the decision for granting accreditation and an established appeals process.

Proficiency Review Program Contractor shall have an established proficiency review program. The proficiency review program shall be responsible for the independent referral and refereeing of discrepant analytical results in an external proficiency testing program

Education Requirements Contractor shall have educational requirements for forensic scientists as part of the accreditation standards.

On-site Assessments and Surveillance Visits The accrediting body must have an established program for conducting both on-site assessments and off-site surveillance visits.

Assessment Requirements

Assessment Areas Contractor shall be responsible for assessing the following functions of the MSP FSD during the accreditation process:

• Management

• Technical operations

• Quality assurance system

• Personnel qualifications for the management, technical and support staff

Prior Experience Assessing Large Laboratories Contractor shall have experience in assessing large (80 or more proficiency tested positions) laboratories.

International Recognition Contractor shall be internationally recognized and have received formal, international recognition from both the International Laboratory Accreditation Cooperation (ILAC) and the Inter American Accreditation Cooperation (IAAC) to offer accreditation under ISO/IEC 17025:2017.

Assessment Team The Contractor shall use knowledgeable and competent staff who are currently certified as having completed an established assessor training program. Assessor competency will be determined by objective evidence of completing training in the interpretation of ISO/IEC 17025 standards. Technical assessors shall be currently or previously employed by a laboratory or a laboratory system that meets accreditation requirements for forensic laboratories.

Version 10 (1/2020) 9

Resumes of personnel employed or subcontracted by the Contractor (i.e. Lead or Site Assessors) used for any assessment must be submitted at least 30 days prior to each formal audit.

1.1. Reserved

1.2. Reserved

2. Services Levels

2.1. Time Frames

All Contract Activities must be delivered within the mutually agreed upon timeframe or schedule required to complete accreditation assessment activities. The receipt of order date is pursuant to Section 2, Notices, of the Standard Contract Terms.

2.2. Reserved

3. Acceptance

3.1. Acceptance, Inspection and Testing

The following criteria will be used by the MSP FSD to determine Acceptance of the Contract Activities specified under this Statement of Work:

The MSP FSD Program Manager will be responsible for verifying:

• The accreditation assessment was performed in the mutually agreed upon timeframe or schedule/time period specified

• The accreditation assessment met the deliverable criteria; and

• The accreditation assessment was performed according to contract specifications

3.2. Reserved

4. Staffing

4.1. Contractor Representative

The Contractor must appoint one representative, specifically assigned to State of Michigan accounts, that will respond to State inquiries regarding the Contract Activities, answering questions related to consultation support, schedule, questions, etc. The Contractor must notify the Contract Administrator at least 14 calendar days before removing or assigning a new Contractor Representative.

Contractor Representative: Bradford Putnam, Senior Director of Accreditation, Forensics Email: bputnam@anab.org Phone: 414-501-5368

4.2. Customer Service Telephone Number

The Contractor must specify its telephone number for the State to make contact with the Contractor Representative. The Contractor Representative must be available for calls, questions, and support during the State’s normal working hours Monday-Friday, 8 am to 5 pm EST.

Pamela Sale, Vice President, Forensics Email: psale@anab.org

Phone: 414-501-5361

Bradford Putnam, Senior Director of Accreditation, Forensics Email: bputnam@anab.org Phone: 414-501-5368

Donald Wyckoff, Proposal Analyst

Email: dwyckoff@anab.org Phone: 414-501-5366

Contact is also available through qualitymatters@anab.org.

Version 10 (1/2020) 10

4.3. Reserved

4.4. Work Hours

The Contractor must provide Contract Activities during the State’s normal working hours Monday – Friday, 8:00 a.m. to 5:00 p.m. EST, and possible night and weekend hours depending on the requirements of the project.

4.5. Key Personnel

The Contractor must appoint Contractor Representative(s) who will be directly responsible for the day-to-day operations of the Contract (“Key Personnel”). Key personnel may be defined as Director(s), Deputy Director(s), Audit Program Manager(s), Quality Manager(s), and Financial Manager(s) responsible for decision making regarding the business and related elements of the program. Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquires within one business day.

Contractor’s Key Personnel must be available for consultation during the State’s normal working hours Monday – Friday, 8:00 a.m. to 5:00 p.m. EST when not present on-site at the MSP FSD.

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 Project 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. The State may require a 30-calendar day training period for replacement personnel.

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 Termination for Cause in the Standard Terms.

Pamela Sale, Vice President, Forensics Oversees and manages all operations of the ANAB Forensic Business Unit Email: psale@anab.org

Phone: 414-501-5361 2000 Regency Parkway, Ste. 430, Cary, NC 27518

Bradford Putnam, Senior Director of Accreditation, Forensics Oversee all accreditation program activit ies within the ANAB Forensic Business Unit.

Email: bputnam@anab.org Phone: 414-501-5368

2000 Regency Parkway, Ste. 430, Cary, NC 27518, but located in Coburg, OR

4.6. Reserved

4.7. Disclosure of Subcontractors

No subcontractors will be used.

4.8. Security

The Contractor will be subject the following security procedures: All personnel accessing criminal justice information systems or facilities are required to pass a fingerprint-based background check. Any criminal convictions may result in the vendor being refused access to the facility. In addition, if entry into laboratory space becomes necessary during the project, any personnel entering the lab must submit a known reference sample for entry into the DNA Staff Index.

Version 10 (1/2020) 11

5. Project Management Assessment Schedule

Notice to Commence Assessment:

Contractor shall be responsible for notifying the MSP FSD that the pre-application review is complete and providing the laboratory-specific information required for scheduling the assessment.

Assessment Dates:

Contractor shall coordinate the assessment schedule with the MSP FSD.

Length of Assessment:

Contractor shall be responsible for notifying the MSP FSD of the timeframe needed to complete the MSP FSD assessment. The on-site assessment of MSP FSD shall occur within one calendar week (Sunday- Saturday). Assessment activities may occur on Sunday or Saturday but not on both Sunday and Saturday.

State of Michigan Provided Property and Services

Application for Accreditation:

The MSP FSD shall be responsible for providing Contractor with the MSP FSD application packages as required by the accreditation program.

Laboratory Orientation:

The MSP FSD Director, or an appointed representative, shall be responsible for conducting a brief orientation for the assessment team on the first morning of the scheduled assessments. This orientation will consist of an introduction to the laboratory management staff and a brief walking tour of each laboratory.

MSP FSD staff shall be made available for individual meetings with the assessment team upon request.

Designated Assessment Team Areas:

The MSP FSD Director, or an appointed representative, shall be responsible for designating areas for the assessment team to conduct interviews with staff and review documents in the performance of their assessment.

Escorts:

The MSP FSD Division Director, or an appointed representative, shall provide security escorts and/or appropriate access for the assessment team at the MSP FSD Laboratories as necessary to perform the assessment.

5.1. Project Plan

The Contractor will carry out this project under the direction and control of the MSP Program Manager.

Within 14 calendar days of the Effective Date of the Contract, the Contractor must submit a project plan to the MSP Program Manager for final approval.

5.2. Meetings

The Contractor must attend the following meetings:

• A detailed on-site introduction meeting to the Contractor method for assessment, assessment teams and tentative schedule.

• Detailed daily meetings to discuss, review and/or remediate possible findings of non-compliance.

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

There must be continuous liaising with the Contractor during this Contract and particularly during any process involving MSP staff. The MSP will meet either by teleconference or in person, whatever is most convenient for the MSP, with the Contractor’s Representative for scheduling, consultation, and the resolution of questions, as needed. The meetings will allow for the monitoring of progress, necessary guidance to the Contractor regarding the sequence and timing of activities, and for solving issues or problems in completion of the project.

5.3. Reporting

Version 10 (1/2020) 12

The Contractor shall produce the following assessment reports and conduct meetings with the MSP Program Manager as required:

Progress Report:

Contractor shall be responsible for conducting periodic progress reports through meetings with the MSP Program Manager and/or designated staff throughout the assessment upon MSP FSD request.

Summation Conference:

Contractor shall be responsible for conducting a summation conference at the conclusion of the assessment. The assessment team shall meet with the MSP Program Manager and/or designated staff, to review the assessment team findings.

Final Assessment Report (Draft Copy):

Contractor shall provide the MSP Program Manager with a written copy of the final draft assessment within 60 days of completion of the on-site assessment. The MSP Program Manager or designee will be responsible for additional communication with the Contractor about the content of the draft copy.

Final Assessment Report:

Contractor shall provide the MSP Program Manager with a written final assessment report detailing the assessment team's findings. This report shall include any non-conformance issues and the projected date for which any follow-up assessment maybe scheduled. The final assessment report must be received no more than 60 days after the resolution of all matters discussed as a result of the draft copy review.

All deliverables shall be provided in electronic format that can be updated or modified by MSP FSD staff, if necessary. All work products shall be the property of the MSP FSD. After any open remediations are completed and all discussions relevant to the assessment are concluded, the final assessment report must be submitted in electronic format to the MSP FSD Program Manager within 60 business days.

Accreditation

Right to Withdraw Application:

The MSP FSD reserves the right to withdraw the application for accreditation at any time during the accreditation process without prejudice. In such an occurrence the Contractor shall neither grant nor deny accreditation. All documentation relating to the application or supporting records submitted to the accrediting body shall be returned to the MSP FSD.

Notice of Accreditation Decision:

Contractor shall provide a written notice of the accreditation decision to the MSP FSD Director.

Certificate of Accreditation:

Contractor shall furnish the MSP FSD a Certificate of Accreditation for each of its laboratories, signifying that each has successfully completed the accreditation process.

Accreditation Period:

Contractor shall provide accreditation for a period of four years from date of approval. Accreditation during this four-year period may be subject to annual surveillance visits sponsored by the accrediting body.

6. Pricing

6.1. Price Term

Pricing is firm for the entire length of the first four years of the Contract.

6.2. Price Changes

Adjustments will be based on changes in actual Contractor costs. Any request must be supported by written evidence documenting the change in costs. The State may consider sources, such as the Consumer Price Index; Producer Price Index; other pricing indices as needed; economic and industry data; manufacturer or supplier letters noting the increase in pricing; and any other data the State deems relevant.

Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If the review reveals no need for modifications, pricing will

Version 10 (1/2020) 13 remain unchanged unless mutually agreed to by the parties. If the review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual agreement.

The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

7. Ordering

7.1. Authorizing Document

The appropriate authorizing document for the Contract will be Master Agreement and a Direct Order.

8. Invoice and Payment

8.1. Invoice Requirements

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

8.2. Payment Methods

The State will make payment for Contract Activities via Electronic Funds Transfer (EFT).

8.3. Reserved

Version 10 (4/2020) 14

SCHEDULE B

PRICING

2. Pricing 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).

Quantity Unit of Issue Description Unit Price 1 Year 1

(2021) Annual Laboratory Accreditation fees for 7 Laboratories and offsite surveillance activity

$ 28,060.00

1 Year 2 (2022)

Annual Laboratory Accreditation fees for 7 Laboratories and onsite

$ 69,135.00

1 Year 3 (2023)

Annual Laboratory Accreditation fees for 7 Laboratories and offsite

$ 28,060.00

1 Year 4 (2024)

Annual Laboratory Accreditation fees for 7 Laboratories and full Assessment activity - ONSITE

$ 150,335.00

TOTAL ESTIMATED FOUR YEAR CONTRACT

$ 275,590.00

1 Year 4 (2024) Annual Laboratory Accreditation fees for 7 Laboratories and full Assessment activity - OFFSITE

$96,985.00

A mid-cycle (during Year 2 – 2022) DNA QAS Audit is not included in the above price and if the DNA QAS Audit is desired, the charge for that activity is $35,000.00.

Version 10 (4/2020) 15

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and ANSI National Accreditation Board, LLC (“Contractor”), a Wisconsin limited liability company. This Contract is effective on September 1, 2021 (“Effective Date”), and unless terminated, expires on August 31, 2025.

This Contract may be renewed for up to one additional four-year period. 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 (the “Contract Activities”). 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: (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 quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third 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 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.

If to State: If to Contractor:

Jeff Nye MSP Forensic Science Division 7320 N. Canal Road Lansing, MI 48913 Email: NyeJ1@michigan.gov Phone: 517-284-3491

Bradford Putnam 2000 Regency Pkwy, Ste. 430 Cary, NC 27518 Email: bputnam@anab.org Phone: 414-501-5368

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”):

STANDARD CONTRACT TERMS

Version 10 (4/2020) 16

State: Contractor:

Paula Hurst Thomas, Buyer MSP Purchasing 7150 Harris Drive Dimondale, MI 48821 Email: HurstP3@michigan.gov Phone: 517-243-9786

Pamela L. Sale 2000 Regency Pkwy, Ste. 430 Cary, NC 27518 Email: psale@anab.org Phone: 541-480-8310

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

State: Contractor:

Jeff Nye MSP Forensic Science Division 7320 N. Canal Road Lansing, MI 48913 Email: NyeJ1@michigan.gov Phone: 517-284-3491

Bradford Putnam 2000 Regency Pkwy, Ste. 430 Cary, NC 27518 Email: bputnam@anab.org Phone: 414-501-5368

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.

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

Minimum Limits:

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

Version 10 (4/2020) 17

$500,000 Aggregate Disease.

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).

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 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.

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. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

12. 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, or as may be specified in Schedule A, 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 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.

Version 10 (4/2020) 18

14. Change of Control. Contractor will notify within 30 days of any public announcement or otherwise once legally permitted to do so, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation 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’s receipt of them (“State Review Period”), unless otherwise provided in Schedule A. If the Contract Activities 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.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or 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-completed Contract Activities, the parties’ respective 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. Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the State premises with transportation and handling charges paid by Contractor, unless otherwise specified in Schedule A. All containers and packaging become the State’s exclusive property upon acceptance

18. Reserved.

19. Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in Schedule A. If the Contract Activities do not function as warranted during the warranty period, the State may return such non-conforming Contract Activities to the Contractor for a full refund.

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

All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract 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 purchased under this Agreement are for the State’s exclusive use. All prices are exclusive 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 State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than

Version 10 (4/2020) 19 those claims 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. Reserved.

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 delivery order.

The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop 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 the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the 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 of time 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 and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, 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”).

This Contract will automatically be extended through the end of the transition period.

Version 10 (4/2020) 20

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 Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this 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 part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

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

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense if the State deems necessary.

Contractor will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

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

27. Infringement Remedies. If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense:

(a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by the State with appropriate credits to the State against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it.

28. Limitation of Liability and Disclaimer of Damages. IN NO EVENT WILL THE STATE’S AGGREGATE

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 receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively, “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 adversely affect Contractor’s viability or financial stability; or (2) a governmental or public entity’s claim or written allegation of fraud; or (e) a Proceeding involving any license that Contractor is required to possess in order to perform under this Contract.

30. State Data. All data and information provided to Contractor by or on behalf of the State, and all data and information derived therefrom, is the exclusive property of the State (“State Data”); this definition is to be construed as broadly as possible. Upon request, Contractor must provide to the State, or a third party designated by the State, all State Data within 10 calendar days of the request and in the format requested by the State. Contractor will assume all costs incurred in compiling and supplying State Data. No State Data may be used for any marketing purposes.

31. Reserved.

Version 10 (4/2020) 21

32. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section survive the termination of this Contract.

a. Meaning of…