220000000902.pdf

STATE OF MICHIGAN PROCUREMENT

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

CONTRACT CHANGE NOTICE

Change Notice Number 5 to

Contract Number MA220000000902

C O

N

TR

AC

TO

R

CMI, INC

316 East Ninth St.

Owensboro KY 42303

Pamela J. Hagan

270-685-6294 pjhagan@alcoholtest.com

VS0083913

ST

AT

E

Pr og ra m

M an ag er

Various MSP

C on tr ac t Ad m in is tr at or Nichole Harrell DTMB

517-449-9245 harrelln@michigan.gov

CONTRACT SUMMARY

Michigan State Police Evidential Breath Alcohol Program

INITIAL EFFECTIVE DATE

June 1, 2022

INITIAL EXPIRATION DATE

May 31, 2025

INITIAL AVAILABLE OPTIONS

7 - 1 Year

EXPIRATION DATE BEFORE

May 31, 2026

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

See Section 2.1. Delivery

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

See Section 2.1. Delivery

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

1 Year

EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

May 31, 2027

CURRENT VALUE

$2,448,170.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$2,448,170.00

DESCRIPTION

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

Effective March 23, 2026, the following changes are hereby incorporated into this agreement:

1) The parties agree to exercise the second-available one-year option. The revised Contract expiration date is May 31, 2027.

2) Pricing has been increased per the revised Schedule B - Pricing (attached). Revised pricing is effective June 1, 2026 through May 31, 2027.

3) Section 2.4. Training of the Schedule A - Statement of Work has been revised per the attached.

4) The Program Manager for MSP has been updated from John Bowen to Jordyn Geiger (Geigerj@michigan.gov / 517-388-7126)

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

CHANGE NOTICE NO. 5 TO CONTRACT NO. MA220000000902

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

MSP Jordyn Geiger GeigerJ@michigan.gov

Mich igan .gov/MiProcure ment

Version 2021-2 1 of 3

SCHEDULE B - PRICING

Contract No. 220000000902

Evidential Breath Alcohol Program

Note: Items highlighted in yellow denote revisions made via Change Notice No. 5, effective 06/01/2026 through 5/31/2027.

1. Price 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).

2. The Contractor does not offer Quick Payment Terms

Item Number

Description Unit of Measure Unit Cost

1 Evidentiary Breath Alcohol instrument, including peripheral equipment and capabilities listed in Schedule C, Specifications

-Intoxilyzer 9000 includes – Qty1 -1, Instrument Pedestal -4, USB 2.0 Device Ports -1, USB 2.0 Communications Port -1, Serial RS232 Port -1, 10/100 Ethernet RJ45 Port -1, Magnetic Card Reader

-External USB Keyboard – Qty 1

-16 GB SD Card – Qty 1

-Gas Delivery System – Qty 1

-2D Barcode Reader, USB – Qty. 1

-Mouthpieces– Qty 2 bags -(100 mouthpieces/bag)

-ISO 17025 Calibration

-2 Year Warranty

Included with 250 piece Instrument Purchase -Warranty Certificates– Qty 20 -5 year expiration -COBRA V5 Software – Qty 1:

- Includes:

Each $9,794.63

Version 2021-2 2 of 3

- COBRA Remote Installer – 1 license

- COBRA Database Installer – 1 license

- COBRA Client Installer – 1 license (Recommended 1 per operator)

- 1 – site license

- 6 hours online instruction (2 blocks, 3-hours)

- 6 months technical support

Additionally–

- COBRA Client Installer – 2 licenses

- COBRA Stand-Alone System – 2 licenses (Prerequisites: Database server (Microsoft product) and COBRA V5 site license) Each Stand-Alone System includes:

- COBRA Database Installer – 1 license

- COBRA Client Installer – 1 license

2 Contract Year 3 Warranty Certificate Each $1,136.00

3 Mouthpieces (bag of mouthpieces/100 mouthpieces in a bag)

Each $27.20

4 Laser Printer Includes USB Cable

Each INCLUDED

5 67 Liter Ethanol Gas Standard 0.080 BAC Cylinders (Aluminum Cylinder)

Each No Longer Available

6 8x11 Standard Printer Paper

1 Box = 10 Reams Assume 250 boxes/year 750 boxes over 3 years

Each $33.00

7 58 Liter Ethanol Gas Standard .080 BAC Cylinder

(Steel Cylinder)

Each 120.00 + Hazmat Fee

Hazmat Fee = $54.25 per shipment of 1-12 cylinders

8 Intoxilyzer 9000 Bench Training – CMI Factory – Prior CMI approval required. Travel and living expenses responsibility of student.

Each $195.00

9 COBRA V5 Training at CMI. Max 5 students per class. Training date to be coordinated with CMI personnel. Travel and living expenses responsibility of student. 2 day course

Day $2,000.00

10 Cobra V5 Stand-Alone System

Each $750.00

Version 2021-2 3 of 3

Each Stand-Alone System includes:

-COBRA Database Installer – 1 License

- COBRA Client Installer – 1 License

Notwithstanding any provisions or terms set forth in other contracts or agency purchasing web sites, COBRA V5 and Intoxilyzer 9000 software are, in their entirety, proprietary products of CMI, Inc. All intellectual property rights in and to software are retained by CMI,Inc., regardless of whether such software (or any portion thereof) was created prior to or in connection with any purchase. Placement and/or payment of a purchase order based upon this pricing proposal constitutes acceptance of this condition, which shall supersede any other agreements or understandings relating to the purchase of COBRA V5 and or Intoxilyzer 9000 software.

Mich igan .gov/MiProcurement

SCHEDULE A – ATTACHMENT 1 – STATEMENT OF

WORK REVISIONS

The following highlighted section has been revised via CN # 5, Effective March 23, 2026

2.4. Training

1. The Contractor must provide the following training:

a. Contractor shall provide Basic Maintenance and Repair Course. Training must include Introduction and Maintenance and Calibration of the Instrument. Training may occur at Contractor location or at MSP.

b. Training will be at a cost to MSP. The cost will be the current course fee at the time of the training need.

c. Contractor must make Intoxilyzer 9000 Maintenance training available at least twice annually throughout the duration of the contract. This training will be in Owensboro, Kentucky.

d. Training occurring onsite at MSP (Lansing) will be at a quoted price. At a minimum of 45-days prior to the onsite training course date, MSP personnel shall approve the quote and issue a purchase order for the training fee.

e. Contractor will offer the following courses at a cost to MSP support staff:

1. Bench Training - $195.00/student. Training will include:

i. Sub-assembly and component testing,

ii. Troubleshooting and recommended corrective actions

2. Cobra V5 Training - $2,000.00/up to five (5) students.

f. MSP is responsible for all travel and living fees for MSP personnel.

STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to Contract Number 220000000902 bowensj1@michigan.gov

John Bowen

Nichole Harrell pjhagan@alcoholtest.com

Pamela J. Hagan

Owensboro, KY 42303

CMI, INC

VS0083913

270-685-6294

316 East Ninth St.

517-449-9245 S

T A

T E

Program

M anager

Contract A dm inistrator

CO

N

TRA

CTO

R

517-512-5144

DTMB

harrelln@michigan.gov

$2,448,170.00

June 1, 2022 May 31, 2025

MICHIGAN STATE POLICE EVIDENTIAL BREATH ALCOHOL PROGRAM

May 31, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

7 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-Card PRC Other Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

See Section 2.1 Delivery

$0.00 $2,448,170.00

Effective February 8, 2024, this Contract is amended to include revisions to the Schedule B - Pricing (attached). All other terms, conditions, specifications and pricing remain the same. Per Vendor and Agency and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

See Section 2.1 Delivery

DESCRIPTION

CONTRACT SUMMARY

MSP

Effect i ve 2 /8 / 2024 vi a Contract Chang e No tice No. 3 Michigan.gov/MiProcurement

SCHEDULE B - PRICING

Contract No. 220000000902

Evidential Breath Alcohol Program

Intoxilyzer 9000 Replacement Parts List

*The I9000 Replacement Parts List is intended to supplement the original Schedule B- Pricing

Item Number

Description Unit of

Measure Part Number Unit Cost

1 FAN ASSY, I8000, I9000 Each 021296 $31.45

2 HOSE ASSY, I9000,33W Each 021553 $369.60

PWB ASY, CELL TEMP

SENSOR, 9000

Each 021590 $23.54

SOLENOID ASSY, I9000,

COMPACT Each 021617 $132.05

5 SOURCE ASSY, SERVICE Each 021621S $261.24

DETECTOR, PWB ASSY,

4CH, 9000, SVC Each 021623S $704.14

7 INPUT ASSY, I9000 Each 021703 $118.19

8 DISPLAY ASSY, I9000 Each 021721 $261.95

PLASTIC ASSY, HANDLE, BH

COVER

Each 021735 $28.90

PUMP ASSY, I9000,

W/TUBING

Each 021742 $259.21

HOSE ASSY, HEATED, INT,

GAS 3W

Each 021742 $292.40

POWER SUPPLY, 100W, 120-

240 VAC

Each 120102S $144.06

CABLE, FFC, 40CON, .5MM, 6

IN., TYPE D

Each 330394 $11.34

Effect i ve 2 /8 / 2024 vi a Contract Chang e No tice No. 3 Michigan.gov/MiProcurement

CABLE ASSY, INTERNAL,

BRTH HOSE

Each 330582 $33.23

END OF BREATH HOSE O-

RING

Each 402565 $0.29

16 SCREEN, FILTER Each 440904 $5.67

GASKET, ENDBLOCK,

SOURCE

Each 441352 $2.87

GASKET, ENDBLOCK,

DETECTOR

Each 441353 $2.81

19 GASKET, COVER, SOURCE Each 441354 $2.25

VALVE, FLAPPER,

SHOULDER SCR

Each 441383 $5.75

21 HEATER, CELL, I9000 Each 441384 $72.91

EXTRUSION, CELL,

MACHINED

Each 441401 $79.60

MAGNET, 2 in.1/2 in.1/8 in.14LB PULL

Each 441447 $7.67

24 LABEL, POWER, LED, I9000 Each 450293 $33.50

25 GASKET, FAN Each 470211 $1.31

FILTER, FAN, PLASTIC,

40mm, W/FLTR

Each 470232 $4.79

SIMULATOR CONNECTION

O-RING

Each 471201 $2.05

28 SOURCE O-RING Each 471218 $0.29

29 BATTERY, 3VOLT, LITHIUM Each 690040 $5.71

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to Contract Number 220000000902

BowenJ1@michigan.gov

Inspector John Bowen

Nichole Harrell pjhagan@alcoholtest.com

Pamela J. Hagan

Owensboro, KY 42303

CMI, INC

VS0083913

270-685-6294

316 East Ninth St.

517- S

T A

T E

Program anager

Contract A dm inistrator

CO

N

TRA

CTO

R

517-512-5144

DTMB

harrelln@michigan.gov

$2,448,170.00

June 1, 2022 May 31, 2025

MICHIGAN STATE POLICE EVIDENTIAL BREATH ALCOHOL PROGRAM

May 31, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

7 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-Card PRC Other Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

See Section 2.1 Delivery

$0.00 $2,448,170.00

Effective November 9, 2023, the Agency Program Manager on this Contract is updated to the following:

Inspector John Bowen BowenJ1@michigan.gov 517-512-5144

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

See Section 2.1 Delivery

DESCRIPTION

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

220000000902Contract Number

Larrisonr@michigan.gov

Ryan Larrison

Nichole Harrell pjhagan@alcoholtest.com

Pamela J. Hagan

Owensboro, KY 42303

CMI, INC

VS0083913

270-685-6294

316 East Ninth St.

517-636-0313 S

T A

T E

P ro g ra m a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

989-293-4998

DTMB

harrelln@michigan.gov

$2,441,420.00

June 1, 2022 May 31, 2025

MICHIGAN STATE POLICE EVIDENTIAL BREATH ALCOHOL PROGRAM

May 31, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

7 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

See Section 2.1 Delivery

$6,750.00 $2,448,170.00

Effective September 7, 2022, Contract value is hereby increased by $6,750.00 to support the purchase of nine (9) Cobra V5 Stand-Alone licenses. Schedule B - Pricing is hereby revised to include an additional line item to allow for the individual purchase of aforementioned licenses. All other terms, conditions, specifications, and pricing remain the same. Per Vendor and Agency agreement and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

See Section 2.1 Delivery

DESCRIPTION

C H A N G E N OT IC E N O . 1 T O C ON T R A C T N O . 2 20 0 0 0 00 0 9 02 Michigan .gov/MiProcure ment

Version 2021-2 1 of 3

SCHEDULE B - PRICING

Contract No. 220000000902

Evidential Breath Alcohol Program

Note: Items highlighted in yellow denote revisions made via Change Notice 1, effective 9/7/2022.

1. The Contractor must provide a pricing schedule for the proposed Contract Activities using the table below. The pricing schedule should be submitted in a modifiable format (e.g., Microsoft Word or Excel); however, the Contractor may also submit an additional pricing schedule in a non-modifiable format (e.g., PDF

2. Price must include 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).

3. The Contractor is encouraged to offer quick payment terms. The number of days must not include processing time for payment to be received by the Contractor's financial institution.

Quick payment terms: 0% discount off invoice if paid within 0 days after receipt of invoice.

4. The Contractor certifies that the prices were arrived at independently, and without consultation, communication, or agreement with any other Contractor.

Item

Number

Description Unit of Measure

Estimated Three Year

Usage

Unit Cost Extended Cost

1 Evidentiary Breath Alcohol instrument, including peripheral equipment and capabilities listed in Schedule C, Specifications

-Intoxilyzer 9000 includes – Qty1 -1, Instrument Pedestal -4, USB 2.0 Device Ports -1, USB 2.0 Communications Port -1, Serial RS232 Port -1, 10/100 Ethernet RJ45 Port -1, Magnetic Card Reader

-External USB Keyboard – Qty 1

-16 GB SD Card – Qty 1

-Gas Delivery System – Qty 1

-2D Barcode Reader, USB – Qty. 1

-Mouthpieces– Qty 2 bags -(100 mouthpieces/bag)

-ISO 17025 Calibration

-2 Year Warranty

Included with 250 piece Instrument Purchase -Warranty Certificates– Qty 20

-5 year expiration -COBRA V5 Software – Qty 1:

Each 250* $9,566.00 $2,391,500.00

C H A N G E N OT IC E N O . 1 T O C ON T R A C T N O . 2 20 0 0 0 00 0 9 02 Mich igan .gov/MiProcure ment

Version 2021-2 2 of 3

- Includes:

- COBRA Remote Installer – 1 license

- COBRA Database Installer – 1 license

- COBRA Client Installer – 1 license (Recommended 1 per operator)

- 1 – site license

- 6 hours online instruction (2 blocks, 3-hours)

- 6 months technical support

Additionally–

- COBRA Client Installer – 2 licenses

- COBRA Stand-Alone System – 2 licenses (Prerequisites: Database server (Microsoft product) and COBRA V5 site license) Each Stand-Alone System includes:

- COBRA Database Installer – 1 license

- COBRA Client Installer – 1 license

2 Contract Year 3 Warranty Certificate Each 20* $1,136.00 $22,720.00

3 Mouthpieces (bag of mouthpieces/100 mouthpieces in a bag)

Each 1,000* $27.20

$27,200.00

4 Laser Printer Includes USB Cable

Each 250 INCLUDED INCLUDED

Items # 5 & 6 will not be included in the price evaluation.

5 67 Liter Ethanol Gas Standard

0.080 BAC Cylinders

(Aluminum Cylinder)

Each 1,050* $145.00 +Hazmat Fee

Hazmat Fee =

$44.00 per shipment of 1-12

$152,250.00 +Hazmat Fee

6 8x11 Standard Printer Paper

1 Box = 10 Reams Assume 250 boxes/year 750 boxes over 3 years

Each 1 Box = 10 Reams

Assume 250 boxes/year 750 boxes over 3 years

$33.00 $24,750.00

7 58 Liter Ethanol Gas Standard .080 BAC Cylinder

(Steel Cylinder)

Each 1,050 (Assumption)

120.00 + Hazmat Fee

$126,000.00

8 Intoxilyzer 9000 Bench Training – CMI Factory – Prior CMI approval required. Travel and living expenses responsibility of student.

Each 3 (Assumption)

$195.00 $585.00 + Travel and living fees

9 COBRA V5 Training at CMI. Max 5 students per class. Training date to be coordinated with CMI personnel. Travel and living expenses responsibility of student.

2 day course

Day $1000.00/Day for up to 5 students

$2,000.00 $2,000.00 + Travel and living fees

10 Cobra V5 Stand-Alone System Each 9 $750.00 $6,750.00

C H A N G E N OT IC E N O . 1 T O C ON T R A C T N O . 2 20 0 0 0 00 0 9 02 Mich igan .gov/MiProcure ment

Version 2021-2 3 of 3

Each Stand-Alone System includes:

-COBRA Database Installer – 1 License

- COBRA Client Installer – 1 License

ESTIMATED THREE YEAR CONTRACT PRICE $2,448,170.00_

Sum of Items 1-4 & 10

*This number is an estimate only and is subject to change.

Notwithstanding any provisions or terms set forth in other contracts or agency purchasing web sites, COBRA V5 and Intoxilyzer 9000 software are, in their entirety, proprietary products of CMI, Inc. All intellectual property rights in and to software are retained by CMI,Inc., regardless of whether such software (or any portion thereof) was created prior to or in connection with any purchase. Placement and/or payment of a purchase order based upon this pricing proposal constitutes acceptance of this condition, which shall supersede any other agreements or understandings relating to the purchase of COBRA V5 and or Intoxilyzer 9000 software.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000000902 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

CMI, INC

ST

A

TE

Pr og ra m M an ag er

Ryan Larrison MSP

316 East Ninth St. 989-293-4998

Owensboro, KY 42303 Larrisonr@michigan.gov

Pamela J. Hagan

C on tra ct

Ad m in is tra to r Nichole Harrell DTMB

270-685-6294 517-449-9245 pjhagan@alcoholtest.com Harrelln@michigan.gov

VS0083913

CONTRACT SUMMARY

DESCRIPTION: Michigan State Police Evidential Breath Alcohol Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 1, 2022 May 31, 2025 7, one-year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 See Section 2.1 - Delivery

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

See Section 2.1 - Delivery

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER: This Contract Agreement is awarded on the basis of our inquiry bearing the solicitation # 220000000721. Orders for delivery will be issued directly by the Department in accordance to Schedule A, Section 5.1. Authorizing Document.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $2,441,420.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management and Budget 525 W. Allegan St., Lansing, Michigan 48913 P.O. Box 30026 Lansing, Michigan 48909

Version 2021-2 1 of 36

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and CMI, Inc. (“Contractor”), a Kentucky Corporation. This Contract is effective on June 1, 2022 (“Effective Date”), and unless terminated, expires on May 31, 2025.

This Contract may be renewed for up to seven additional one-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:

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.

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:

Nichole Harrell 320 S Walnut St.

Lansing, MI 48933 Harrelln@michigan.gov 517-449-9245

Pamela J. Hagan 316 East Ninth St.

Owensboro, KY 42303 pjhagan@alcoholtest.com 270-685-6294

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”):

Version 2021-2 2 of 36

State: Contractor:

Nichole Harrell 320 S Walnut St.

Lansing, MI 48933 HarrellN@michigan.gov 517-449-9245

Pamela J. Hagan 316 East Ninth St.

Owensboro, KY 42303 pjhagan@alcoholtest.com 270-685-6294

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:

Ryan Larrison MSP Forensic Science Division 7320 N. Canal Road Lansing, MI 48913 Email: LarrisonR@michigan.gov Phone: (989) 293-4998

Pamela J. Hagan 316 East Ninth St.

Owensboro, KY 42303 pjhagan@alcoholtest.com 270-685-6294

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 – Statement of Work) if, in the opinion of the State, it will ensure performance of the Contract.

Insurance Requirements. Contractor, at its sole expense, must maintain the insurance coverage identified below. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or otherwise 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 $1,000,000 Personal & Advertising Injury $2,000,000 Products/Completed Operations $2,000,000 General Aggregate

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 20 10 12 19 and CG 20 37 12 19.

Automobile Liability Insurance

If a motor vehicle is used in relation to the Contractor’s performance, the Contractor must have vehicle liability insurance on the motor vehicle for bodily injury and property damage as required by law.

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 $500,000 Aggregate Disease

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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: (i) provide insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within twenty (20) calendar days of the expiration date of the applicable policies; (ii) require that subcontractors maintain the required insurances contained in this Section; (iii) notify the Contract Administrator within five (5) business days if any policy is cancelled; and (iv) 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).

Reserved.

Reserved.

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.

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.

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

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.

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

Version 2021-2 4 of 36 of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

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.

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

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.

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.

Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to Contract Activities remains with Contractor. Contractor is responsible for filing, processing, and collecting all damage claims. The State will record and report to Contractor any evidence of visible damage. If the State rejects the Contract Activities, Contractor must remove them from the premises within 10 calendar days after notification of rejection. The risk of loss of rejected or non-conforming Contract Activities remains with Contractor. Rejected Contract Activities not removed by Contractor within 10 calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of it as its own property. Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or disposition of rejected Contract Activities.

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.

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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 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.

Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Schedule A.

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.

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.

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, http://www.michigan.gov/SIGMAVSS

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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.

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 180 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.

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.

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.

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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.

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.

Reserved.

Reserved.

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 Confidential Information. For the purposes of this Contract, the term “Confidential Information” means all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was: (a) subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (e) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Contract, in all cases and for all matters, State Data is deemed to be Confidential Information.

b. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to a subcontractor is permissible where: (a) use of a subcontractor is authorized under this Contract; (b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and (c) Contractor obligates the subcontractor in a written contract to maintain the State's Confidential Information in confidence. At the State's request, any employee of Contractor or any subcontractor may be required to execute a separate agreement to be bound by the provisions of this Section.

c. Cooperation to Prevent Disclosure of Confidential Information. Each party must use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party must advise the other party

Version 2021-2 8 of 36 immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

d. Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of the State, at the sole election of the State, the immediate termination, without liability to the State, of this Contract or any Statement of Work corresponding to the breach or threatened breach.

e. Surrender of Confidential Information upon Termination. Upon termination of this Contract or a Statement of Work, in whole or in part, each party must, within 5…