State of Minnesota Professional and Technical Services

Rev. 12/2020 Page 1

SWIFT Contract No. 193010 T-No. 21ACT

This Emergency Master Contract (Contract) is between the State of Minnesota, acting through its Commissioners of Health and Administration (“State”) and Vault Medical Services, PA, located at 22 W. 23rd Street, 5th Floor, New York, NY 10010 (“Contractor”). State and Contractor may be referred to jointly as “Parties.”

Recitals

1. State is in need of purchasing COVID-19 test kits from Contractor;

2. Contractor is able to supply COVID-19 tests to State; and

3. The Parties desire to enter into a Contract.

Accordingly, the Parties agree as follows:

Contract

Term of Contract

Effective date. The date State obtains all required signatures under Minn. Stat. § 16C.05, subd. 2.

Retroactivity. Contractor has been notified by State’s Authorized Representative that Contractor is authorized under Minn. Stat. § 16C.10, subd. 2, to fulfil duly submitted orders for tests and perform work as set forth in any pre-authorization, issued by the Minnesota Department of Health, prior to this Emergency Master Contract being fully executed. Contractor and State will use all reasonable diligence to ensure prompt execution of this Emergency Contract.

Expiration date. January 31, 2022, or until all obligations have been satisfactorily fulfilled, whichever occurs first. The contract may be extended for up to an additional four years in increments as determined by State, through a duly executed amendment.

Contract Use. This Contract is not exclusive and shall not be construed as guarantying a minimum or maximum amount of usage.

Contractor’s Duties

Contractor, who is not a state employee, shall perform all duties described in this Master Contract to the satisfaction of State.

State of Minnesota

Professional and Technical Services

Emergency Master Contract

DocuSign Envelope ID: 67B59ACF-DD44-4AFD-AB02-B6923B429718

Rev. 12/2020 Page 2

State desires to purchase Infinity TaqPath SARS-CoV-2 assay test kits (“COVID-19 Test Kits”) intended for the qualitative detection of nucleic acid from SARS-CoV-2 in oropharyngeal (throat) swab, nasopharyngeal swab, anterior nasal swab, mid-turbinate nasal swab, and saliva specimens from individuals. The price per test is detailed in Exhibit C, which is attached and incorporated into this Contract.

Ordering Instructions: State of Minnesota Agencies and other Cooperative Purchasing Venture members, as defined by Minn. Stat. § 16C.03, subd. 10 (“Ordering Entities”), seeking to purchase COVID-19 Test Kits from Contractor must first complete the Work Order, attached and incorporated into this Contract as Exhibit D. Ordering Entities must submit a copy of the completed Work Order to Contractor at least one week prior to the testing event.

Contractor shall confirm receipt of the Work Order within five (5) business days of receipt of the Work Order.

Delivery of the COVID-19 Test Kits shall be made to the address detailed in the Work Order within three (3) business days from receipt of the Work Order.

Contractor understands that only the receipt of a fully executed Work Order or to the extent other documentation, including but not limited to email documentation of order requests, authorizes Contractor to supply State with COVID-19 Test Kits under this Master Contract. Other than for any order requests by Ordering Entities that were provided to Contractor through documentation other than a fully executed Work Order, any and all effort, expenses, or actions taken before a Work Order is fully executed is not authorized under Minnesota Statutes and is undertaken at the sole responsibility and expense of Contractor.

Contractor understands that this Master Contract does not guarantee a minimum order amount. State has determined that it may have need for the services under this Master Contract, but does not commit to spending any money with Contractor.

If at any time, Contractor provides COVID-19 Test Kits at a lower price in the State of Minnesota, Contractor will immediately lower State’s rate to match that new price. For the avoidance of doubt, State understands and agrees that the requirement under this Section 2.8 shall only apply to the pricing of specific testing modalities and programs and specific to the entities with a fully executed Work Order that are provided under this Contract and related exhibits and does not apply to any other activities or pricing of Contractor whether or not set forth in any other contracts that may have been or will be entered into by Contractor with State or any of its agencies or instrumentalities. Any such adjustment in price shall be prospective only and shall in no way be applied retrospectively.

Representations and Warranties

Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, State is empowered to engage such assistance as deemed necessary.

Contractor warrants that it is duly qualified and shall perform its obligations under this Contract in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Contract, to the satisfaction of State.


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Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract, or any part thereof, and to bind Contractor to its terms.

Time Contractor must comply with all the time requirements described in this Contract. In the performance of this Master Contract, time is of the essence.

Consideration and Payment

Consideration. State will pay for all services performed in a commercially reasonably manner by Contractor for all Work Orders issued under this Master Contract.

Compensation. Contractor will be paid in accordance with the COVID-19 Test Kit prices detailed in Exhibit C.

Payment.

Invoices. State will pay Contractor within 30 days after Contractor presents an itemized invoice for the goods received or services actually performed, and State's Authorized Representative accepts the invoiced goods or services. Invoices must be submitted timely and no more frequently than monthly.

Conditions of payment. All duties performed by Contractor under this Master Contract and subsequent Work Orders must be performed in a commercially reasonable manner and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations including business registration requirements of the Office of the Secretary of State. Contractor will not receive payment for work found by State to be performed in violation of this contract, federal, state, or local law.

Authorized Representative State's Authorized Representatives are Daniel Huff, [email protected] and Rachel Dougherty, [email protected] or their successors or delegates, and have the responsibility to monitor Contractor’s performance.

Vault’s Authorized Representatives is Alexander Pastuszak, M.D., Ph.D., Vice President, Chief Clinical Officer at the following business address and telephone number: 22 W. 23rd Street, 5th Floor, New York, NY 10010, (212) 880-5494, or successor.

Exhibits The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:

Exhibit A: Contract Terms Exhibit B: Insurance Terms Exhibit C: Price Schedule Exhibit D: Sample Work Order


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mailto:[email protected]

Rev. 12/2020 Page 4

1. State Encumbrance Verification Individual certifies that funds have been encumbered as required by Minn. Stat. §§ 16A.15 and 16C.05

Print Name: ________________________________

Signature: __________________________________

Title: Date: ___________

SWIFT Contract No. __________________________

T-Number. ________________

2. Contractor Contractor certifies that the appropriate person(s) have executed the Contract on behalf of Contractor as required by applicable articles, bylaws, resolutions, or ordinances.

Print Name: ________________________________

Signature: __________________________________

Title: Date: ___________

3. Minnesota Department of Health With delegated authority

Print Name: ________________________________

Signature: __________________________________

Title: Date: ___________

4. Minnesota Department of Administration As delegated to The Office of State Procurement

Print Name: ________________________________

Signature: __________________________________

Title: Date: ___________

5. Minnesota Department of Administration As delegated to The Office of State Procurement

Print Name: ________________________________

Signature: __________________________________

Title: Date: ___________

Admin ID: __________________________________

Sarah Martin

Accounting Officer 4-28-2021

193010

21ACT

Sarah Martin Digitally signed by Sarah Martin Date: 2021.04.28 13:31:08 -05'00'


Chief Clinical Officer

Alexander Pastuszak

4/28/2021

Purchasing Supervisor 4/29/2021

Jeffery Colonna

5/2/2021Chief Procurement Officer

Betsy Hayes

5/3/2021Contracts Specialist

Haylie Heil

ADMIN ID 71157

Exhibit A, Page 1

Exhibit A: Contract Terms

Assignment, Amendments, Waiver, and Contract Complete. Assignment. Contractor may neither assign nor transfer any rights or obligations under this Contract without the prior consent of State and a fully executed assignment agreement, executed and approved by the authorized parties or their successors, provided, however that such consent will not be required in the event of an assignment or transfer of rights or obligations to an affiliate of a Contractor or in connection with the sale, transfer of all or substantially all of the assets or business of a Contractor to which this Contract relates .

Amendments. Any amendment to this Contract must be in writing and will not be effective until it has been executed and approved by the authorized parties or their successors.

Waiver. If any party fails to enforce any provision of this Contract, that failure does not waive the provision or its right to enforce it.

Contract Complete. This Contract contains all negotiations and agreements between the Parties. No other understanding regarding this Contract, whether written or oral, may be used to bind any party.

Termination. Termination by State. State or Commissioner of Administration may cancel this Contract at any time, with or without cause, upon forty-five (45) days’ written notice to Contractor. Upon termination, Contractor will be entitled to payment, determined on a pro rata basis, for services or goods satisfactorily performed or delivered, including services or goods in progress of being rendered at the time notice of cancellation of the Contract. For purposes of this Contract, Contractor shall complete Vaccine Services for Individuals who have made an appointment to receive a vaccine as of 11:59pm Central Time on the date of notice of cancellation of the Contract and shall not, unless directed otherwise by State, register/process any new Vaccine appointments after the date of any such cancellation notice.

Termination by Contractor. Contractor has the right to terminate this Contract at any time with or without cause, upon forty-five (45) days’ written notice to State. Upon termination, Contractor will be entitled to payment, determined pursuant to the payment structure as set forth in Section 5, for services or goods satisfactorily performed or delivered including services or goods in progress of being rendered at the time notice of cancellation of the Contract. For purposes of this Contract, Contractor may complete Vaccine Services and be compensated for same for which a Vaccine has been administered notwithstanding the cancellation notice but shall not register/process Individuals and administer Vaccines after the date of termination of the Contract.

Termination for Default. If Contractor materially breaches its obligations, representations and warranties or covenants under this Contract, State will provide Contractor with notice of such breach, including a description in reasonable specificity of the breach. State may suspend activities under this agreement until material breach is cured. Contractor will have thirty (30) days from receipt of the notice of material breach to cure such breach and in the event a breach is not considered material by State and Contractor, Contractor will have five (5) business days from receipt of notice of non-material breach to cure. In the event that Contractor has not cured the breach in the applicable time period, State is authorized to cancel this Contract. In the event of default, State reserves the right to pursue any remedy available by law. Contractor may be


Exhibit A, Page 2

removed from State’s vendors list, suspended or debarred from receiving a contract with State in the event State exercises its right to terminate this Contract under this Section 2. .

Termination for Insufficient Funding. State may immediately terminate this Contract if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written notice to Contractor. Except as set forth in Section 2 above, State is not obligated to pay for any services that are provided after notice and effective date of termination and Contractor is not required to provide any services after notice and effective date of termination. However, Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that dedicated funds are available. State will not be assessed any penalty if the Contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. State must provide Contractor notice of the lack of funding within a reasonable time of State’s receiving that notice and State and Contractor shall in good faith discuss additional funding mechanisms for funding in the event State seeks to terminate this Contract because of insufficient funding.

Termination for State’s Default. If State materially breaches its obligations, representations and warranties or covenants under this Contract, Contractor will provide State with notice of such breach, including a description in reasonable specificity of the breach. State will then have thirty (30) days from receipt of the notice of breach to cure such breach. If State has not cured the breach after the 30-day period has elapsed, Contractor is authorized to cancel this Contract. Upon termination, Contractor will be entitled to payment, determined pursuant to the payment structure as set forth in Section 5 for services or goods satisfactorily performed or delivered including services or goods in progress of being rendered at the time notice of cancellation of the Contract.

Force Majeure. Neither party shall be responsible to the other or considered in default of its obligations hereunder to the extent that performance of any such obligations is prevented or delayed by acts of God, war, riot, disruption of government, or other catastrophes beyond the reasonable control of the party unless the act or occurrence could have been reasonably foreseen and reasonable action could have been taken to prevent the delay or failure to perform. A party defaulting under this provision must provide the other party prompt written notice of the default and take all necessary steps to bring about performance as soon as practicable.

Indemnification and Limitation on Liability. Indemnification. In the performance of this Contract by Contractor, Contractor’s reseller, any third party that has a business relationship with Contractor, or Contractor’s agents or employees, and to the fullest extent permitted by law, Contractor must indemnify, save, and hold harmless State, its agents, and employees, from any claims or causes of action, including attorney’s fees incurred by State, to the extent caused by Contractor’s:

• Intentional, willful, or negligent acts or omissions in performing its obligations under this Contract; or

• Actions (not taken at the direction of State) that give rise to strict liability; or • Breach of contract or warranty.


Exhibit A, Page 3

The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of State’s intentional, willful, or negligent acts or omissions or due to State’s breach of its obligations, representations, warranties, and covenants under this Contract. This clause will not be construed to bar any legal remedies Contractor may have for State’s failure to fulfill its obligation under this Contract.

Limitation on Liability.

(a) In no event shall any party be liable to the other party for indirect, consequential, incidental, special or exemplary damages, or for loss of profits, however caused, even if such party has been advised of the possibility of such damages.

(b) Liability for claims of bodily injury, death or property damage arising out of this Contract, whether in contract, tort or otherwise, shall be limited to the amount payable by State to Contractor under this Contract. This limitation of liability does not apply to liabilities under Exhibit A, Section 8 (Government Data Practices), Section 9 (Data Security), and Section 10 (Intellectual Property) of this Contract.

No additional warranties. Contractor will perform all services in a professional and workmanlike manner and none of such services nor any part of this agreement will be inconsistent with any obligation Contractor may have to others. Except as expressly provided in this agreement, no parties makes any representation or warranty, express or implied, either in fact or by operation of law, by statute or otherwise, and each party specifically disclaims any and all implied or statutory warranties, including, but not limited to, the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, as to the design, condition, quality, capacity, or other aspect of any of the services provided under this agreement, or noninfringement, or arising from a course of dealing, usage or trade practice.

PREP Act Immunity State and Contractor acknowledge the existence of the Public Readiness and Emergency Preparedness Act (“PREP Act”) under federal law.

Governing Law, Jurisdiction, and Venue. Minnesota law, without regard to its choice-of-law provisions, governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota.

Data Disclosure. Under Minn. Stat. § 270C.65, subd. 3 and other applicable law, Contractor consents to disclosure of its social security numbers or federal employer tax identification numbers, and Minnesota tax identification numbers, already provided to State, to federal and Minnesota state agencies, and Minnesota state personnel involved in the payment of Minnesota state obligations under this Contract. These identification numbers may be used in the enforcement of federal and Minnesota state laws which could result in action requiring Contractor to file state tax returns, pay delinquent Minnesota state tax liabilities, if any, or pay other Minnesota state liabilities.

Government Data Practices. Contractor and State must comply with the Minnesota Government Data Practices Act (“MGDPA”), Minn. Stat. Ch. 13, and the Minnesota Health Records Act (MHRA), Minn. Stat. §§ 144.291, et seq., as they apply to all data created, collected, received, stored, used, maintained, or disseminated by Contractor under this


Exhibit A, Page 4

Contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data governed by the MGDPA, by Contractor or State.

If Contractor receives a request to release the data referred to in this Section, Contractor must immediately notify and consult with State’s Authorized Representative as to how Contractor should respond to the request. Contractor’s response to the request shall comply with applicable law.

Reporting and Data Security To the extent they are applicable, the terms of the agreement between Vault, Infinity BiologiX, and State, executed on November 4, 2020, related to Reporting and Data Security are incorporated into this agreement by reference.

Intellectual Property Rights. Definitions. For the purpose of this Section, the following words and phrases have the

assigned definitions:

“Documents” are the originals of any databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by a Contractor, its employees, agents, or subcontractors, in the performance of this Contract.

“Pre-Existing Intellectual Property” means intellectual property developed prior to or outside the scope of this Contract, and any derivatives of that intellectual property.

“Works” means all inventions, improvements, discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, and disks conceived, reduced to practice, created or originated by a Contractor, its employees, agents, and subcontractors, either individually or jointly with others in the performance of this Contract. “Works” includes Documents.

Pre-existing Intellectual Property/Works and Documents. Each Party shall retain ownership of its respective Pre-Existing Intellectual Property. Contractor grants State a perpetual, irrevocable, non-exclusive, royalty free license for Contractor’s Pre-Existing Intellectual Property that are incorporated in the products, materials, equipment, deliverables, or services that are purchased through the Contract, as well as any Works and Documents as defined above.

Contractor represents and warrants that materials produced or used under this Agreement do not and will not infringe upon any intellectual property rights of another including but not limited to patents, copyrights, trade secrets, trade names, and service marks and names. Contractor shall indemnify and defend State, at Contractor's expense, from any action or claim brought against State to the extent that it is based on a claim that all or parts of the materials infringe upon the intellectual property rights of another. Contractor shall be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages including, but not limited to, reasonable attorney fees arising out of this grant agreement, amendments and supplements thereto, which are attributable to such claims or actions. If such a claim or action arises or in Contractor's or State's opinion is likely to arise, Contractor


Exhibit A, Page 5

shall at State's discretion either procure for State the right or license to continue using the materials at issue or replace or modify the allegedly infringing materials. This remedy shall be in addition to and shall not be exclusive of other remedies provided by law.

Copyright. Each Contractor shall save and hold harmless the State of Minnesota, its officers, agents, servants and employees, from liability of any kind or nature, arising from the use of any copyrighted or noncopyrighted compositions, secret process, patented or nonpatented invention, article or appliance furnished or used in the performance of the Contract.

State Audits. The books, records, documents, accounting procedures and accounting practices of Contractor that are relevant to this Contract are subject to examination by State, the Minnesota State Auditor, or Minnesota Legislative Auditor under Minn. Stat. § 16C.05, subd. 5, as appropriate, for a minimum of six years from the end of this Contract.

Diverse Spend Reporting. Contractor must track and report to State, on a quarterly basis, the amount paid to diverse businesses both: 1) directly to third party subcontractors performing activities on behalf of Contractor under this Contract, and 2) indirectly to diverse businesses that provide supplies/services to your company (in proportion to the revenue from this Contract compared to your company’s overall revenue). When this applies, you will be set up in a free portal to help report the Tier 2 diverse spend, and the requirement continues as long as the contract is in effect.

Insurance. Contractor must comply with all insurance requirements specified in Exhibit B of the Contract. Prior to execution of this Contract, amendment, or assignment agreement, State must have a current copy of Contractor’s Certificate of Insurance that meets the Contract insurance requirements.

Publicity and Endorsement. Publicity. Any publicity regarding the subject matter of this Contract must identify State as the

sponsoring agency and must not be released without prior written approval from State’s Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, information posted on corporate or other websites, research, reports, signs, and similar public notices prepared by or for Contractor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

Endorsement. Contractor must not claim that State endorses its products or services.

Debarment by State, its Departments, Commissions, Agencies, or Political Subdivisions. Contractor certifies that neither it nor its principals is presently debarred or suspended by the Federal government, State, or any of State’s departments, commissions, agencies, or political subdivisions. Contractor’s certification is a material representation upon which the Contract award was based. Contractor shall provide immediate written notice to State’s Authorized Representative if at any time it learns that this certification was erroneous when submitted or becomes erroneous by reason of changed circumstances.


Exhibit A, Page 6

Federal Funds. State will inform Contractor of all sources of Federal money that will be used to pay for all or part of the goods, construction, or services under the Contract. State will inform Contractor when any source of funding changes. State will provide information about the source of funding, to the extent it is available, to contractor. Contractor is responsible for compliance with all federal requirements imposed on the funds and accepts full financial responsibility for any requirements imposed by Contractor’s failure to comply with federal requirements.

Certification regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion. Federal money will be used or may potentially be used to pay for all or part of the work under the Contract, therefore Contractor certifies that it is in compliance with federal requirements on debarment, suspension, ineligibility and voluntary exclusion specified in the solicitation document implementing Executive Order 12549. Contractor’s certification is a material representation upon which the Contract award was based.

Contingency Fees Prohibited. Pursuant to Minn. Stat. § 10A.06, no person may act as or employ a lobbyist for compensation that is dependent upon the result or outcome of any legislation or administrative action.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053). Contractor certifies that it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of such Contractor’s business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

Non-discrimination (in accordance with Minn. Stat. § 181.59). Contractor will comply with the provisions of Minn. Stat. § 181.59.

E-Verify Certification (in accordance with Minn. Stat. § 16C.075). For services valued in excess of $50,000, Contractor certifies that as of the date of services performed on behalf of State, Contractor and all its subcontractors will have implemented or be in the process of implementing the federal E-Verify Program for all newly hired employees in the United States who will perform work on behalf of State. Contractor is responsible for collecting all subcontractor certifications and may do so utilizing the E-Verify Subcontractor Certification Form available at http://www.mmd.admin.state.mn.us/doc/EverifySubCertForm.doc. All subcontractor certifications must be kept on file with the applicable Contractor and made available to State upon request.

Affirmative Action Requirements State intends to carry out its responsibility for requiring affirmative action by its Contractor.

Covered Contracts and Contractor. If the Contract exceeds $100,000 and Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600. A contractor covered by Minn. Stat. § 363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal affirmative action requirements.


http://www.mmd.admin.state.mn.us/doc/EverifySubCertForm.doc

Exhibit A, Page 7

General. Minnesota Rules, parts 5000.3400 to 3600 implements Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, Minn. R. 5000.3420-5000.3500 and 5000.3552-5000.3559.

Disabled Workers. Contractor must comply with the following affirmative action requirements for disabled workers.

Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.

In the event of Contractor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36, and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.

Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Commissioner. Such notices must state Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees.

Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that Contractor are bound by the terms of Minn. Stat. § 363A.36, of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.

Consequences. The consequences for Contractor’s failure to implement their affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the Commissioner, refusal by the Commissioner to approve subsequent plans, and termination of all or part of this Contract by the Commissioner or State.


Exhibit A, Page 8

Certification. Contractor hereby certifies that they are in compliance with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600 and are aware of the consequences for noncompliance.

Equal Pay Certification If Contractor is required by Minn. Stat. §363A.44 to have a current Equal Pay Certificate, and that Contractor’s Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re-apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify State's Authorized Representative once Contractor has received the renewed Equal Pay Certificate. If Contractor is exempt, State may require Contractor to verify their exempt status.

Accessibility Standard. The State of Minnesota (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) 2.0 (Level AA) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.

The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including documents, videos, and webinars), among others. As upgrades are made to the software/products/subscriptions available through this Contract, Contractor agrees to develop functionality which supports accessibility. If any issues arise due to nonconformance with the above mentioned accessibility Standards, Contractor agrees to provide alternative solutions upon request at no additional charge to State

When updates or upgrades are made to the products or services available through this Contract, Contractor agrees to document how the changes will impact the product’s/service’s accessibility and usability. This documentation, upon request, must be provided to State in advance of the change, occurring within an agreed upon timeframe sufficient for State to review the changes and either approve them or request a remediation plan from Contractor. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for State to consider Contractor in default.

When public-facing web portals and email materials are requested to have additional accessible features, beyond these standards, Contractor will make reasonable best effort to meet requests.

Nonvisual Access Standards. Pursuant to Minn. Stat. §§ 16C.145, Contractor must comply with the following nonvisual technology access standards to the extent required by law:

• That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means;

• That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact;

• That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and


https://mn.gov/mnit/government/policies/accessibility/

Exhibit A, Page 9

• That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired; and

• Executive branch state agencies subject to Section 16E.03, subdivision 9, are not required to include nonvisual technology access standards developed under this Section in contracts for the procurement of information technology.

• These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.

Failure to Supply. It is the responsibility of Contractor to maintain its supply chain to ensure sufficient inventory levels for all products, supplies, and equipment required to provide the services stated in this Agreement, to the extent Contractor is not provided products, supplies, and equipment by State. Contractor must notify State in writing if it cannot remediate the outage; this notice must be no later than three (3) days after Contractor’s outage notice from its suppliers, whereby State and Contractor shall work together to resolve such outage. State and Contractor understand and agree that Contractor shall not be held liable for failure to maintain its supply chain, in event such failure or delay is a result of or caused by unforeseeable events reasonably beyond Contractor’s control, including, without limitation, fire, flood, earthquake, act of God, sabotage and accident, riot, war, or civil unrest including protests. Provided Contractor gives required notice as set forth in this Section 27, Contractor shall thereupon be excused from such of its obligations hereunder as it is thereby disabled from performing for so long as it is so disabled; provided however, that such affected Contractor commences and continues to take reasonable and diligent actions to cure such cause.


Exhibit B, Page 1

Exhibit B: Insurance Requirements

Notice to Contractor.

Contractor is required to submit Certificates of Insurance acceptable to State as evidence of insurance coverage requirements prior to commencing work under the contract.

Contractor shall not commence work under the contract until they have obtained all the insurance described below and State has approved such insurance. Contractor shall maintain such insurance in force and effect throughout the term of the contract.

The failure of State to obtain a Certificate of Insurance, for the policies required under this Contract or renewals thereof, or failure of the insurance company to notify State of the cancellation of policies required under this Contract shall not constitute a waiver by the Owner to Contractor to provide such insurance.

State reserves the right to immediately terminate the contract if Contractor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against Contractor. All insurance policies must be open to inspection by State, and copies of policies must be submitted to State’s authorized representative upon written request.

Notice to Insurer.

Contractor’s insurance company(ies) waives its right to assert the immunity of State as a defense to any claims made under said insurance.

Insurance certificate holder should be addressed as follows:

State of Minnesota Department of Administration 50 Sherburne Avenue, Room 112 St. Paul, MN 55155

Additional Insurance Conditions. The following apply to Contractor, or Contractor’s subcontractor:

Contractor’s policy(ies) shall be primary insurance to any other valid and collectible insurance available to State with respect to any claim arising out of Contractor’s performance under this contract;

If Contractor receives a cancellation notice from an insurance carrier affording coverage herein, Contractor agrees to notify State within five (5) business days with a copy of the cancellation notice, unless Contractor’s policy(ies) contain a provision that coverage afforded under the policy(ies) will not be cancelled without at least thirty (30) days advance written notice to State;

Contractor is responsible for payment of Contract related insurance premiums and deductibles;

If Contractor is self-insured, a Certificate of Self-Insurance must be attached;

Contractor’s policy(ies) shall include legal defense fees in addition to its professional liability policy limits;

Contractor’s insurance companies must either (1) have an AM Best rating of A- (minus) and a Financial Size Category of VII or better, and be authorized to do business in State of Minnesota or (2) be domiciled in the


Exhibit B, Page 2

State of Minnesota and have a Certificate of Authority/Compliance from the Minnesota Department of Commerce if they are not rated by AM Best; and

An Umbrella or Excess Liability insurance policy may be used to supplement Contractor’s policy limits to satisfy the full policy limits required by the Contract.

Coverages. Contractor is required to maintain and furnish satisfactory evidence of the following insurance policies:

Workers’ Compensation Insurance. Statutory Compensation Coverage. Except as provided below, Contractor must provide Workers’ Compensation insurance for all its employees and, in case any work is subcontracted, Contractor will require the subcontractor to provide Workers’ Compensation insurance in accordance with the statutory requirements of State, including Coverage B, Employer’s Liability. Insurance minimum limits are as follows:

$100,000 – Bodily Injury by Disease per employee $500,000 – Bodily Injury by Disease aggregate $100,000 – Bodily Injury by Accident

If Minn. Stat. § 176.041 exempts Contractor from Workers’ Compensation insurance or if Contractor has no employees in State, Contractor must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes Contractor from the Minnesota Workers’ Compensation requirements.

If during the course of the contract Contractor becomes eligible for Workers’ Compensation, Contractor must comply with the Workers’ Compensation Insurance requirements herein and provide State with a certificate of insurance.

Commercial General Liability Insurance. Contractor is required to maintain insurance protecting it from claims for damages for bodily injury, including sickness or disease, death, and for care and loss of services as well as from claims for property damage, including loss of use which may arise from operations under the Contract whether the operations are by Contractor or by a subcontractor or by anyone directly or indirectly employed by Contractor under the contract. Insurance minimum limits are as follows:

$2,000,000 – per occurrence $5,000,000 – annual aggregate

The following coverages shall be included:

• Premises and Operations Bodily Injury and Property Damage • Other; if applicable, please list__________________________________ • State of Minnesota named as an Additional Insured, to the extent permitted by law

Professional Liability, Errors, and Omissions. This policy will provide coverage for all claims Contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows:

$2,000,000 - per claim or event $5,000,000 - annual aggregate


Exhibit B, Page 3

Any deductible will be the sole responsibility of Contractor and may not exceed $50,000 without the written approval of State. If Contractor desires authority from State to have a deductible in a higher amount, Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that State can ascertain the ability of Contractor to cover the deductible from its own resources.

The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least two (2) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement.

Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows:

$2,000,000 annual aggregate

The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy.


Exhibit C, Page 1

Exhibit C: Pricing Schedule

Test Type Test Description Price per test

At-Home; UPS Return Shipping

Prepaid test kits, provided by CSV file, functions like a gift card. Testers can request a testing kit directly mailed to their address.

Tests are virtually supervised by a zoon practitioner.

Tests are returned via individual, pre-paid UPS shipping labels.

$119

Hybrid; UPS Return Shipping

Test kits are mailed centrally to a single address. Recipient then distributes test kits to testers as needed.

Tests are virtually supervised by a Zoom practitioner.

Tests are returned via individual, pre-paid UPS shipping labels.

$109

Hybrid; Bulk UPS Return Shipping Test kits are mailed centrally to a single address. Recipient then distributes test kits to testers as needed.

Tests are virtually supervised by a Zoom practitioner.

Tests are returned via prepaid UPS bulk shipment.

$86.25

Self-Managed On-Site; Bulk UPS Return Shipping

State facilitates and manages onsite testing. Vault trains State representative(s) on proper test supervision practices.

Test kits are mailed to a central location and supervised by State.

Tests are returned via prepaid UPS bulk shipment.

$79


Exhibit D, Page 1

Exhibit D: Sample Work Order

State of Minnesota

Professional and Technical Services

Work Order This Work Order is issued under the authority of Master Contract T-Number , SWIFT Contract Number , and is subject to all provisions of the Master Contract, which is incorporated by reference.

Ordering Entity:

Ordering Entity Representative:

Ordering Entity Representative Contact Information:

Delivery Address:

Date Purchase Requested:

Funding String:

Test Type Quantity Price per test Total Cost At-Home; Individual UPS Return

0 $119.00 $0.00

Hybrid; Individual UPS Return

0 $109.00 $0.00

Hybrid; Bulk UPS Return 0 $86.25 $0.00

Self-Managed On-Site, Bulk UPS Return

0 $79.00 $0.00

Total State Obligation 0 $0.00

SIGNATURES AS REQUIRED BY STATE.

Encumbrance

Contractor


Exhibit D, Page 2

Department of Health

Department of Administration


Rev. 12/2020 Page 1 of 3

Amendment 1 to SWIFT Contract No. 193010

Contract Effective Date: 5/3/2021 Total Contract Amount: N/A

Original Contract Expiration Date: 1/31/2022 Original Contract: N/A

Current Contract Expiration Date: 1/31/2022 Previous Amendment(s) Total: N/A

Requested Contract Expiration Date: N/A This Amendment: N/A

This amendment is by and between the State of Minnesota, acting through its Commissioners of Health and

Administration (“State”) and Vault Medical Services, PA whose designated business address is 22W. 23rd Street, 5th Floor,

New York, NY 10010 (“Contractor”). State and Contractor may be referred to jointly as “Parties.”

Recitals

1. The State has a contract with the Contractor identified as SWIFT Contract Number 193010 (“Original Contract”) to provide COVID-19 test kits and associated laboratory services.

2. The Contract is being amended to add an additional test type.

3. The State and the Contractor are willing to amend the Original Contract as stated below.

Contract Amendment

In this Amendment, changes to pre-existing Contract language will use strike through for deletions and underlining for insertions.

REVISION 1. Exhibit C. “Pricing Schedule” is being amended as follows:

DocuSign Envelope ID: B6236E2D-5457-48D8-AC04-807FF4B3569E

Rev. 12/2020 Page 2 of 3

Exhibit C: Pricing Schedule

Test Type Test Description Price per test

At-Home; UPS Return Shipping

Prepaid test kits, provided by CSV file, each URL is valid for one test. Patients utilize the URL to request a test kit. functions like a gift card. Testers can request a testing kits are directly mailed to their the patient’s address.

Tests are virtually supervised by a zoon Vault practitioner via Zoom.

Tests are returned via individual, pre-paid overnight UPS shipping labels.

$119

Hybrid; UPS Return Shipping


Tests are virtually supervised by a Zoom Vault practitioner via Zoom.

Tests are returned via individual, pre-paid overnight UPS shipping labels.

$109

Self-Managed; Individual-Return

Test kits are mailed centrally to a single location.

Tests are supervised by the State. Vault trains State representative(s) on proper test supervision practices.

Tests are returned individually using prepaid overnight UPS shipping. Minimum order of 25 test kits

$99

Hybrid; Bulk UPS Return Shipping


Tests are virtually supervised by a Zoom Vault practitioner via Zoom.

Tests are returned via prepaid overnight UPS bulk shipment. Minimum order of 25 test kits.

$86.25

Self-Managed On-Site; Bulk UPS Return Shipping

State facilitates and manages onsite testing. Vault trains State representative(s) on proper test supervision practices.

Test kits are mailed to a central location and supervised by State.

Tests are returned via prepaid overnight UPS bulk shipment. Minimum order of 25 test kits.

$79


Rev. 12/2020 Page 3 of 3

The Original Contract and any previous amendments are incorporated into this amendment by reference. Except as amended herein, the terms and conditions of the Original Contract and all previous amendments remain in full force and effect.

1. Contractor

The Contractor certifies that the appropriate person(s)

have executed the contract on behalf of the Contractor

as required by applicable articles or bylaws.

2. Minnesota Department of Health

With delegated authority

Signature:

Signature:

Title:

Date: Title: Date:

3. Commissioner of Administration

With delegated authority

Signature:

Title: Title: Date:

4. Commissioner of Administration

As delegated to The Office of State Procurement

Signature:

Title: Date:


Chief Clinical Officer 9/22/2021 9/22/2021Purchasing Supervisor

9/22/2021Chief Procurement Officer

9/23/2021Contracts Specialist

ADMIN ID 71157