230000001575 University of Michigan YPL.pdf

Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 3 .

to

Contract Number 230000001575.

C O

N T

R A

C T

O R

Regents of the University Michigan (Youth Policy Lab)

S T

A T

E

P ro g ra m M an ag er

Jill Kroll MDE/CTE

426 Thompson Street 517-599-1403

Ann Arbor, Michigan 48109 - 2179 krollj1@michigan.gov

Karen Sampson – Notices/Administrator Lynn Meissner – Program Mgr.

C o nt ra ct A dm in is tr at o r

Carol Munroe MDE

Karen Sampson – 734-764-8240 Lynn Meissner – 734-647-1787

517-241-3329

Karen Sampson – ksampson@umich.edu Lynn Meissner - lynnme@umich.edu munroec@michigan.gov

CVXXXX260

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Education 608 West Allegan Street, Lansing, Michigan 48933 P.O. Box 30008, Lansing, Michigan 48906

CONTRACT SUMMARY

Career and Technical Education Data Analysis & Research for Equity & Access

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

10/20/2023 09/30/2024 7; 1yr 09/30/2027

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Schedule A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Payment Request (PRC) Other Yes No

MINIMUM DELIVERY REQUIREMENTS

Schedule A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

09/30/2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$231,593.71 $165,314.00 $396,907.71 Effective November 25, 2025 the following changes are made to this Contract:

1. Value increased by $165,314.00 for FY26 Projects (Research & Administrative)

2. FY26 Projects and Schedule

3. Vendor Program Manager is changed from Dr. Brian Jacob to Lynn Meissner

All other terms, conditions, specifications, pricing remain the same. Per Contractor, Agency Agreement, DTMB approval, and State Administrative Board approval if applicable.

Revised 2/2019

CHANGE NOTICE NO. 3 TO CONTRACT NO. 230000001575

FOR THE CONTRACTOR:

Regents of the University of Michigan

Company Name

Authorized Agent Signature

Karen Sampson, OSRP Representative Office of Research and Sponsored Projects

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Dr. Diane L. Golzynski, R.D.N., SNS.

Deputy Superintendent

Name & Title

Michigan Department of Education

Agency

Date

11/25/25

Master Agreement #230000001575

Career and Technical Education Data Analysis & Research for Equity & Access

FY 2025-2026 Projects & Deliverable Schedule

This schedule identifies the requirements of this Contract. This contract is for Data Analysis and Research for Access and Equity for secondary Career and Technical Education Programs in Michigan. The purpose of this work is to effectively meet federally mandated requirements of the Carl D. Perkins Career and Technical Education Act of 2006, as amended by the Strengthening Career and Technical Education for the 21st Century. The term “Contractor” in this document refers to the University of Michigan Youth Policy Lab who is awarded this contract.

The Contractor will be responsible for the following 2025-2026 Projects:

Deliverables Schedule is included.

Project #1: Literature review and grant application design assistance for Middle School CTE pilot programs

Based on state funding allocations, contractor will work with OCTE staff to develop the grant application and possibly the initial implementation and evaluation plans for new Middle School CTE programs.

This project includes the following components:

1. Conduct a literature review of existing research on theory, implementation, evaluation, and best practices for Middle School career awareness/exploration/experience programs.

2. Work with OCTE staff to develop a potential grant application, with specific focus on the implementation and evaluation components. Ensure implementation and evaluation requirements meet the standards of rigor needed to establish causal or quasi-causal claims about the outcomes/effects of the middle school programs.

3. Contractor will also help make connections between grant application and review process and related YPL and OCTE projects including the CTE Deserts project, Opportunity Gap projects, and the CTE program and employer maps (Project 2 below).

Deliverables:

1. Short (5-7 page) literature review of existing research on implementation, evaluation, and best practices for Middle School career awareness/exploration/experience programs.

2. Brief memo about considerations and recommendations that could ensure rigorous implementation and evaluation.

Timeline:

1. Deliverable 1 (literature review) complete by December 24, 2025

2. Deliverable 2 (memo) complete by Feb 20, 2026

Project #2: Interactive map of CTE programs and Employer locations Contractor will develop interactive online maps showing locations of secondary and postsecondary Career and Technical Education (CTE) programs combined with locations of employers in aligned industries. Map users will be able to zoom to focus on specific locations and select which industries appear on the map.

1. Construct a master dataset of the exact locations of every secondary and postsecondary

CTE program in the state.

2. Identify existing business/employer location data that could be merged with the CTE program data. Import, clean, and merge employer location data to be combined with CTE program data.

3. Develop and iterate on possible data visualization designs in collaboration with OCTE.

Decide on a final template.

4. Work with OCTE and other partners to publish the map(s) and instructions for using them on a publicly available webpage (e.g. CTEIS, mischooldata, etc.).

1. Interactive online map of CTE program locations and employers in related industries

2. Documentation about how to use the map and update map as needed (i.e. annually)

The timeline for this project will be largely determined by the speed with which YPL can identify, acquire, and clean the relevant employer location data. Assuming all necessary data is acquired by April 1, 2026 YPL will adhere to the following general timeline:

1. First draft of interactive online map for OCTE review complete by July 30, 2026

2. Final version of interactive online map delivered by Sept 1, 2026

3. Map live on public website by Sept 30, 2026

Project #3: Early Middle College (EMC) Opportunity Gap Workshop and Statewide Study

Part 1: EMC Opportunity Gap Workshop Contractor will develop data dashboards for analyzing Opportunity Gaps in Early Middle Colleges (EMCs) and present a half-day workshop to EMC administrators to explain the dashboards and discuss action steps for addressing gaps in EMC access and participation.

1. Lead meetings with MDE/OCTE staff to plan the in-person EMC Opportunity Gap workshop.

2. Create data dashboards and use data from the Michigan Education Data Center

(MEDC) to fill out dashboards for each EMC with comparisons between enrolled students and their local comparison/eligible population to see whether certain student groups are underrepresented or overrepresented.

3. Present the dashboards during a half-day in-person EMC Opportunity Gap workshop and help EMC administrators identify whether certain student groups are underrepresented in their EMCs. Guide administrators through exercises to discuss root causes and plan action steps they could take to address these gaps.

4. Summarize action steps worksheets to write brief report about how participants plan to use this information to enact changes.

5. Summarize participant evaluation surveys to assess the effectiveness and usefulness of the workshop for helping leaders identify and address gaps in EMC access and participation.

1. Data dashboards for each EMC (or EMC consortium) showing enrollment by various student categories compared to eligible population

2. Slides, workbooks, and handouts for in-person EMC Opportunity Gap workshop (3.5-hour big group morning session and 1 hour afternoon session for specific questions or further instruction about using the dashboards).

3. Written instructions describing how EMC administrators can locate the necessary data to update the dashboards themselves in the future.

4. Action steps worksheets summary (brief report)

5. Participant evaluation survey summary (brief report)

Assuming the relevant MEDC data is available by the Oct 1 start date of this contract, YPL will adhere to the following timeline:

1. Deliverable 1 (dashboards) complete by February 25, 2026

2. EMC workshop delivered on Friday, March 13, 2026

3. Participant evaluation survey report complete by April 1, 2026

4. Action steps worksheets summary report complete by April 30, 2026

Part 2: Statewide CTE EMC/DE Study

Conduct statistical analyses about participation in CTE Early Middle Colleges (EMC) and CTE Dual Enrollment (DE) programs and student outcomes including postsecondary enrollment and persistence. Develop a publishable report about CTE EMC & DE at a state level.

a. Compile and clean data about EMC and DE participation and create a dataset designed to compare CTE EMC and DE participants to (1) all public high school students in Michigan, (2) non-CTE EMC and DE participants, (3) CTE concentrators not in an EMC/DE program, and (4) Advanced Placement (AP) and International Baccalaureate (IB) participants.

b. Compare CTE EMC and DE participants to the 4 comparison groups across various dimensions including gender, race/ethnicity, test scores, FRL, SWD, and ELL.

c. Analyze student outcomes for each group such as postsecondary credit earned in high school, immediate enrollment in postsecondary institutions (PSIs), type of PSI, degree/credential pursued, postsecondary persistence rates, and sub-BA credential attainment.

d. Develop a state-level report/policy brief summarizing results.

e. Develop recommendations for further research including surveys, interviews, and other qualitative approaches that could help identify challenges and opportunities for improving the effectiveness of CTE EMC and DE programs. Future research could also include adjusting the admissions policies of oversubscribed EMC programs to create a randomized controlled trial that would allow for causal estimates of the effects of CTE EMCs on student outcomes.

Deliverables:

1. Student demographic analyses memo

2. Student outcome analyses memo

3. State-level policy brief/report

1. Deliverable 1 (student demographic analyses) complete by May 30, 2026

2. Deliverable 2 (student outcome analyses) complete by July 30, 2026

3. Deliverable 3 (policy brief/report) complete draft by Sept 30, 2026

Project #4: Preliminary Analyses of Education and Employment Data received through the Michigan Center for Data and Analytics (MCDA)

The Michigan Center for Data and Analytics (MCDA) is developing a data portal through which agencies will be able to link administrative records from the Michigan Department of Education (passed through the Center for Educational Performance and Education or CEPI) to employment and wage records from the Michigan Unemployment Insurance Agency (UIA).

Contractor will pilot test the new data portal and explore opportunities for the linked data to be used by OCTE staff and other CTE stakeholders to fulfill mandated reporting requirements.

1. Communicate with MCDA staff regularly to stay updated on the progress of the MCDA data portal and maintain channels of communication for questions and feedback.

2. Pilot test the process of requesting, receiving, cleaning, and validating CTE data and linking it with education and employment data through the portal. If appropriate, train OCTE staff on the process.

3. Assess the usefulness of the MCDA data for meeting the reporting requirements for the Consolidated Annual Report (CAR) and Comprehensive Local Needs Assessment

(CLNA). Provide feedback to MCDA and MDE about the strengths and weaknesses of the portal for meeting OCTE’s needs. If it is determined that the data can be used to meet these reporting requirements, the Contractor will develop guides to help explain how to use the data for the CAR and CLNA reports.

4. Compare MCDA data to existing Michigan Education Data Center (MEDC) data and Follow Up Survey reports to assess congruence and explore the possibility of using MCDA data to reduce the burden on districts and students regarding the CTE Concentrator Follow Up Surveys.

5. If possible, use the linked education and employment data to help OCTE validate the wage and placement components of the State Rank List of CTE programs (i.e. added cost rank list).

6. If possible, use the linked education and employment data to propose possible ways of determining a cost/benefit calculation for state-approved CTE credentials.

1. A brief internal report outlining possible ways of using the linked CTE and wage data to evaluate state-approved CTE credentials.

2. A brief internal report outlining the results of analyzing MCDA data to validate the wage and placement components of the State Rank List.

3. A brief internal report assessing the congruence between Follow Up Survey results and MCDA data and recommendations regarding using MCDA data to reduce the burden on districts and students regarding the CTE Concentrator Follow Up Surveys.

4. An overview report for OCTE outlining:

a. The strengths (and weaknesses, if applicable) of the portal for meeting CTE reporting requirements (e.g. CLNA, CAR, Follow Up Surveys).

b. Recommendations for potential uses of the data to improve CTE program development and evaluation at state and local levels

The timeline for this project is largely dependent on the date at which the necessary data is available through the new MCDA portal. Assuming all necessary data is available by the October 1 start date of this contract, YPL will adhere to the following general timeline:

1. Deliverable 1 (internal report on credentials) complete by March 30, 2026

2. Deliverable 2 (internal report on State Rank List) complete by May 30, 2026

3. Deliverable 3 (internal report on Follow Up Survey) complete by July 30, 2026

4. Deliverable 4 (overview report) complete by September 30, 2026

Proposal Title: MDE OCTE FY26 PERIOD: YEAR 1

PI: Brian Jacob 10/01/25 09/30/26

SALARY COSTS:

Name Role Base Sal % FTE CM

TOTAL

BUDGET

RESEARCH SALARIES EFT Amount EFT Amount EFT Amount EFT Amount

Lynn Meissner Project Manager 68,847$ 90.00% 10.8 25% 17,212 25% 17,212 20% 13,769 20% 13,769 61,962

Elizabeth Reosti Data Architect 98,351$ 10.00% 1.2 3% 2,951 5% 4,918 2% 1,967 0% - 9,835

Chihiro Tanigawa Data Analyst 64,020$ 28.00% 3.36 5% 3,201 15% 9,603 8% 5,122 0% - 17,926

TBN Project Manager TBN Project Manager 68,847$ 15.00% 1.8 0% - 3% 2,065 3% 2,065 9% 6,196 10,327

Total Key 23,363 33,798 22,923 19,966 100,050

GRAD - - - - -

7.65% FB TBN Research Assistant Research Assistant 41,704$ 17.00% 2.04 0.00% - 5% 2,085 4% 1,668 8% 3,336 7,090

ADMINISTRATIVE SALARIES

Megan Foster Friedman Managing Director 127,936$ 7.00% 0.84 2% 2,559 3% 3,838 - 2% 2,559 8,956

Carrie Hammerman Dir of Strategic Partnerships 136,300$ 6.00% 0.72 1% 1,363 3% 4,089 1% 1,363 1% 1,363 8,178

Shiyu Nitsos Administrative Assistant 66,792$ 5.00% 0.6 0% - 3% 2,004 - 2% 1,336 3,340

Total Admin Salaries 3,922 9,931 1,363 5,258 20,473

TOTAL SALARIES 27,285 45,814 25,955 28,560 127,613

Fringe Benefits @ 30% 8,186 13,119 7,286 7,567 36,158

Fringe Benefits @ 7.65% - 160 128 255 543

TOTAL FRINGE BENEFITS 8,186 13,279 7,414 7,822 36,701

TOTAL Personnel Costs 35,471 59,093 33,369 36,382 164,314

NONSALARY COSTS:

Travel -- Domestic D1 - 900 100 - 1,000

TOTAL NONSALARY COSTS - 900 100 - 1,000

SUBTOTAL DIRECT COSTS ............... 35,471 59,993 33,469 36,382 165,314

TOTAL DIRECT COSTS ................ 35,471 59,993 33,469 36,382 165,314

TOTAL BUDGET ................................. 35,471 59,993 33,469 36,382 165,314

MCDA Data Analysis

Interactive Map EMC Opp Gap + Statewide

Report

Middle School CTE Pilot

Project 1 Project 2 Project 3 Project 4

9/26/24

Deputy Superintendent, Division of Business, Health, and Library Services

8/13/24

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 230000001575 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

Regents of the University of Michigan (Youth Policy Lab)

S T

A T

E P ro g ra m

M a n a g e r

Jill Kroll MDE/CTE

426 Thompson Street 517-599-1403

Ann Arbor, Michigan 48109-2179 krollj1@michigan.gov

Karen Sampson – Notices/Administrator Jeremy Guardiola – Program Manager

C o n tr a c t

A d m in is tr a to r

Carol Munroe MDE

Karen Sampson – 734-764-8240 Jeremy Guardiola – 734-674-2105

517-241-3329

Karen Sampson – ksampson@umich.edu Jeremy Guardiola – jeremyag@umich.edu munroec@michigan.gov

CVXXXX260

CONTRACT SUMMARY

Career and Technical Education Data Analysis & Research for Equity & Access

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

10/20/2023 09/30/2024 7; 1yr 9/30/2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Schedule A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

Schedule A

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $154,405.00

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Education 608 West Allegan Street, Lansing, Michigan 48933 P.O. Box 30008, Lansing, Michigan 48906

CONTRACT NO. 230000001575

By signing this Contract, the Contractor certifies and assures to the state that they will comply with the Anti-Trust

Lobbying Act 31 USC 1352, as revised by the Lobbying Disclosure Act of 1995, 2 USC 1601 et seq, Federal Acquisition

Regulations 52.203.11 and 52.203.12, and Section 503 of the Department of Labor, Health & Human Services and

Education, and Related Agencies section of the current fiscal year Omnibus Consolidated Appropriations Act.

FOR THE CONTRACTOR:

Regents of the University of Michigan

Company Name

Authorized Agent Signature

Karen Sampson, OSRP Representative Office of Research and Sponsored Projects

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Diane L. Golzynski, Ph.D., R.D.N., SNS Deputy Superintendent

Name & Title

Michigan Department of Education

Agency

Date

10/13/2023

10/20/23

STATE OF MICHIGAN

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Regents of the University of Michigan (“Contractor”), a Michigan public university. This Contract is effective on October 20, 2023 (“Effective Date”), and unless terminated, expires on September 30, 2024.

This Contract may be renewed for up to seven (7) additional one-year periods. 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, except for normal wear and tear, as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State, except Contractor may release this information as required by institutional policy; (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 applicable State physical and IT security policies and standards when using State

Facilities, accessing, possessing or controlling State Data or accessing State IT systems, which will be made available upon request. Any breach under this paragraph is considered a material breach.

3230000001575

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:

Carol Munroe Office of Financial Management Department of Education 608 W. Allegan Street Lansing, MI 48933 munroec@michigan.gov 517-241-3329

Karen Sampson – ORSP Rep.

University of Michigan

Wolverine Tower, 1st Floor

3003 S. State St.

Ann Arbor, MI 48109-1274 ksampson@umich.edu

734-764-8240

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

State: Contractor:

Carol Munroe Office of Financial Management Department of Education 608 W. Allegan Street Lansing, MI 48933 munroec@michigan.gov 517-241-3329

Karen Sampson – ORSP Rep.

University of Michigan

Wolverine Tower, 1st Floor.

3003 S. State St.

Ann Arbor, MI 48109-1274 ksampson@umich.edu

734-764-8240

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”):

230000001575

State: Contractor:

Jill Kroll, Ph.D., Supervisor

Office of Career & Technical Education

Michigan Department of Education

608 W. Allegan Street

Lansing, Michigan 48933 krollj1@michigan.gov

517-599-1403

Jeremy Guardiola – Sr. Project Mgr.

University of Michigan 426 Thompson Street

Ann Arbor, MI 48109-1340

734-674-2105 jeremyag@umich.edu

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.

6. Insurance Requirements. Contractor, at its sole expense, must maintain the insurance coverage identified below.. All required insurance must: (a) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (b) except for self-insured plans, be provided by a company with an A.M.

Best rating of "A-" or better and financial size of VII or better. Contractor may self-insure with respect to the insurance types and coverage limits set forth in this section.

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

Automobile Liability Insurance

If one or more motor vehicles are used to perform the Contract Activities, the Contractor must have vehicle liability insurance on any and all motor vehicles for bodily injury and property damage coverage as required by law.

Contractor must have their policy include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities.

Employers Liability Insurance

Minimum Limits:

$500,000 Each Accident

$500,000 Each Employee by Disease

$500,000 Aggregate Disease.

Privacy and Security Liability (Cyber Liability) Insurance

Minimum Limits:

$1,000,000 Each Occurrence

$1,000,000 Annual Aggregate

Contractor’s policy must include coverage for information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

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

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within twenty (20) calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurance contained in this Section; (c) notify the Contract Administrator within five (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. 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.

8. Intellectual Property Rights and Licenses. For research related Contract Activities, State acknowledges that Contractor will be the sole and exclusive owner to all right, title, and interest in Contractor Data, and research related Contract Activities, excluding State Data. “Contractor Data” shall be defined as data collected from sources other than the State or data generated as the result of the research related Contract Activities.

Contractor grants the State a royalty-free, perpetual, non-exclusive, irrevocable, and unlimited license to use, publish, or otherwise distribute all such research related Contract Activities, Contractor Data, materials, or ideas created and developed by Contractor under this Contract for non-commercial purposes, throughout the world. Ownership of anything created by Contractor shall be subject to 37 CFR Part 401. For Contract Activities that are Works Made for Hire as defined in Section 101 of the Copyright Act of 1976, Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights.

9. 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.

10. Staffing. The State’s Contract Administrator may request, in good faith, Contractor to remove or reassign personnel by providing a notice to Contractor.

11. Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information.

Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment under this Contract. 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. Any background checks required by the State will be specified in the Statement of Work.

12. 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.

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

14. 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 acceptable Contract Activities to the State.

“Acceptable” and “Acceptance” shall mean that the work has been performed in accordance with the terms of the Contract. 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.

15. Terms of Payment. Invoices must conform to the requirements as outlined in the terms of the Contract. 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

8230000001575 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.

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

17. 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.

18. 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 written 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 25, 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, and transition costs.

19. Termination for Appropriation or Budgetary Reasons. The State may immediately terminate this Contract, in whole or in part without penalty for, non-or negative 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 26, Transition Responsibilities.

If the State terminates this Contract for budgetary reasons, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

20. Termination for Convenience. The State may terminate this Contract with 30 days written notice to the Contractor, in whole or in part without penalty and for any reason. 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 26, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, including non-cancellable obligations, as determined by the State, for State approved Transition Responsibilities.

21. Termination for Impossibility. If, for any reason, the Principal Investigator (identified in the Statement of Work) is unable or unwilling to continue to serve, Contractor will first attempt to find a successor acceptable to the State, whose approval shall not be unreasonably withheld. If, however, after diligent efforts and a reasonable time, Contractor is unable to find an acceptable successor, Contractor may terminate this Contract with 30 days written notice to the State.

22. 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. 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, copies of 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.

10230000001575

23. 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.

24. 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.

25. Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 30 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, and only as it relates to the Contract or Contractor’s ability to perform under 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.

26. State Data. All data and information provided to Contractor by or on behalf of the State is the exclusive property of the State (“State Data”). 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.

27. State Data.

a. Ownership. The State’s data (“State Data,” which will be treated by Contractor as Confidential Information) includes: (a) the State’s data provided, used, processed, or stored as the result of the Contract Activities; (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the Contract Activities, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements here listed; and, (c) personal health information (“PHI”) collected, used, processed, stored, or generated as the result of the Contract Activities, which is defined under the Health Insurance Portability and Accountability Act (HIPAA) and its related rules and regulations. State Data is and will remain the sole and exclusive property of the State and all right, title, and interest in the same is reserved by the State. This Section survives the termination of this Contract.

b. Contractor Use of State Data. Contractor is provided a limited license to State Data for the sole and exclusive purpose of providing the Contract Activities, including a license to collect, process, store, generate, and display State Data only to the extent necessary in the provision of the Contract Activities. Contractor must: (a) keep and maintain State Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose State Data solely and exclusively for the purpose of providing the Contract Activities, such use and disclosure being in accordance with this Contract, any applicable Statement of Work, and applicable law; and (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available State Data for Contractor’s own purposes or for the benefit of anyone other than the State without the State’s prior written consent. This Section survives the termination of this Contract.

c. Extraction of State Data. Contractor must, within five (5) business days of the State’s request, provide the State, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Contractor), an extract of the State Data in the format specified by the State.

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

e. Loss or Compromise of Data. In the event of any act, error or omission, negligence, misconduct, or breach on the part of Contractor that compromises or is suspected to compromise the security, confidentiality, or integrity of State Data or the physical, technical, administrative, or organizational safeguards put in place by Contractor that relate to the protection of the security, confidentiality, or integrity of State Data, Contractor must, as applicable: (a) notify the State as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with the State in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by the State; (c) in the case of PII or PHI, at the State’s sole election, (i) with approval and assistance from the State, notify the affected individuals who comprise the PII or PHI as soon as practicable but no later than is required to comply with applicable law, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or (ii) reimburse the State for any costs in notifying the affected individuals; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twenty-four (24) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) pay for any costs associated with the occurrence, including but not limited to any costs incurred by the State in investigating and resolving the occurrence, including reasonable attorney’s fees associated with such investigation and resolution; (g) without limiting Contractor’s obligations of indemnification as further described in this Contract, indemnify, defend, and hold harmless the State for any and all claims, including reasonable attorneys’ fees, costs, and incidental expenses, which may be suffered by, accrued against, charged to, or recoverable from the State in connection with the occurrence; (h) be responsible for recreating lost State Data in the manner and on the schedule set by the State without charge to the State; and (i) provide to the State a detailed plan within ten (10) calendar days of the occurrence describing the measures Contractor will undertake to prevent a future occurrence. Notification to affected individuals, as described above, must comply with applicable law, be written in plain language, not be tangentially used for any solicitation purposes, and contain, at a minimum: name and contact information of Contractor’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Contractor has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Contractor. The State will have the option to review and approve any notification sent to affected individuals prior to its delivery. Notification to any other party, including but not limited to public media outlets, must be reviewed and approved by the State in writing prior to its dissemination. The parties agree that any damages relating to a breach of this Section are to be considered direct damages and not consequential damages. This section survives termination or expiration of this Contract.

f. Security Accreditation Process. If Contractor or any of its subcontractor’s IT systems will contain, store or receive any State Data, Contractor must assist the State at no additional cost with development, completion and on-going maintenance of a system security plan (SSP) using the State’s automated governance, risk and compliance platform, which requires Contractor to submit evidence, upon request from the State, in order to validate Contractor’s security controls. On an annual basis, or as otherwise required by the State such as for significant changes, re-assessment of the system’s controls will be required to receive and maintain authority to operate (ATO).