STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

180000000201Contract Number

Various

Jarrod Barron steven.gareau@invitahealth.com

Steven Gareau

Ottawa, ON K1G 4K3

STACS DNA, Inc. d/b/a Invita Healthcare Technologies

CV0067023

613-274-7822 x2008

2255 St Laurent Blvd. , Suite 206

(517) 249-0406 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

barronj1@michigan.gov

$3,576,701.03

January 22, 2018 January 21, 2023

SEXUAL ASSAULT EVIDENCE KITS (SAEKS) SOLUTION

January 21, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 5 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☒ 5 Years ☐ January 21, 2028

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,619,937.18 $5,196,638.21

Effective 12/6/2022, the parties exercise five option years and add $1,619,937.18: $1,599,776.48 to renew ongoing services for five years at the cost stated in the attached Five Option Years Pricing and $20,160.70 for the services detailed in the attached statement of work to complete the Track-Kit Compliance Portal. All other Terms, Conditions, Specifications, and Pricing remain the Same. Per contractor, agency, DTMB Procurement, and State Administrative Board approval on 12/6/2022.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MSP

AGENCY NAME PHONE EMAIL

Multi-Agency and Statewide Contracts

Program Managers for

CHANGE NOTICE NO. 3 TO CONTRACT NO. 180000000201

Nancy Becker Bennett 517-284-3205 BeckerN@michigan.govMSP

Gordon Mayes 517-204-8026 MayesG1@michigan.govDTMB

FIVE OPTION YEARS PRICING

1/22/2023 – 1/21/2028

Quantity Units Description Unit Price Total 12 Month Track-Kit Software - 1/22/2023 - 1/21/2024

Licensing, Cloud Hosting, Monitoring and Administration Helpdesk, Level 3 Support Track-Kit Software Support & Maintenance

$18,040.54

$216,486.48

12 Month Level 1 & 2 End-User Helpdesk (Live Chat, Online Ticketing and Phone) Mon-Fri. 8am-5pm EST $7,577.00 $90,924.00

12 Month Track-Kit Software - 1/22/2024 - 1/21/2025 Licensing, Cloud Hosting, Monitoring and Administration

$18,401.35

$220,816.21

Mon-Fri. 8am-5pm EST $7,728.54 $92,742.48

12 Month Track-Kit Software - 1/22/2025 - 1/21/2026

$18,769.38

$225,232.53

Mon-Fri. 8am-5pm EST $7,883.11 $94,597.33

12 Month Track-Kit Software - 1/22/2026 - 1/21/2027

$19,144.77

$229,737.18

Mon-Fri. 8am-5pm EST $8,040.77 $96,489.28

12 Month Track-Kit Software - 1/22/2027 - 1/21/2028

$19,527.66

$234,331.93

Mon-Fri. 8am-5pm EST $8,201.59 $98,419.06

Subtotal $1,599,776.48 Tax n/a Shipping n/a Misc. n/a Total $1,599,776.48

MICHIGAN DEPARTMENT OF TECHNOLOGY,

MANAGEMENT AND BUDGET

IT SERVICES

STATEMENT OF WORK

Project Title:

Track-Kit Compliance Build

Period of Coverage:

Requesting Department:

Date:

9/1/22

Agency Project Manager:

Matt Opsommer

Phone:

517-243-5275

DTMB Project Manager:

Phone:

BACKGROUND:

The Michigan State Police (MSP) has used Track-Kit software, STACS DNA Sexual Assault Evidence Kits Tracking Contract number 180000000201, to track sexual assault evidence kits (SAEK) from the distributor to medical facility (MF), law enforcement agency (LEA), and forensic science laboratory since 2018. Track-Kit is vital to ensuring MFs and LEAs are in compliance with statutory requirements to transferring SAEKs from one agency to another. MSP has identified a need for software enhancements to the Track-Kit software product for its current fiscal year needed to complete the Compliance Portal, which will allow DHHS to perform critical compliance monitoring of MFs and LEAs.

PROJECT OBJECTIVE:

Complete Track-Kit Compliance Portal.

SCOPE OF WORK:

Complete Track-Kit Compliance Portal.

Software Customization Items:

8743 8744 Defect - Freezing the

Compliance Report (Incident #67119)

229.5 -

8743 Total grid UI rework Ability to get list of kits included in counts Notifications on click Freeze data on year end 8744 Report Ongoing -- needs to go against live data Report Completed -- needs to go against frozen data

8745 Update Total Analyzed Column (Incident #70521)

28.0 $5,406.50

8746 PC: Needs ability to give CC access to the Kit Audit History Report (Incident #64650)

7.5 $1,469.50

8747 Add Survivor Usage 10.5 $2,074.25

Metrics Report to Compliance Center (Incident #71126)

8748 Calculating Deadlines for Out-of-State Kits Received at LEA (Incident #63704, 70522)

113.0 $22,751.00

New fields: Transfer initiate / Transfer receipt UI updates to transfer wizards Kit Details update Transfer History Report update

8749 Applying Compliance to Appropriate Stakeholders (Incident #64769, 65034, 71670)

34.5 $6,921.25

Compliance calculations for transfer compliance: 10h TH report updates: 2h

8750 Add “Enable Consent Date” System Setting

5.0 $1,004.50

8751 Add Consent Date to

KDS

8.5 $1,721.00

8752 Add Consent Date Field and Update MF Collected and Released Calculation (Incident #62387)

73.0 $14,490.75

Make the RELEASE_TO_LEA_DT an actual field in KIT_VIEW_CONFIG Create properties and rules for display / write / required across all portal types Update LEA / Lab unexpected kit wizards UI, Validation & BLL update functions Update MF Collection rules & Missing Info for the new field

8753 Defect - Determining Compliance and Noncompliance (Incident #62732, 63387, 64435, 64464)

36.5 -

Determining which fields are Stage Completion fields Mapping Compliance / Non-Compliance to said fields during calculations Handling retro-actively updated Stage Completion Fields

8754 Defect - Notifications and Ensure CC Access to Editing Language (Incident #63291)

31.0 -

Creating the two notification types: Stakeholder Comments, CC comments, Review Complete Sending Notifications on save & send Auto-sub admin users to Review Complete Add activity entry to CC comment history

Sub-Total (Software Customization Items):

577.0 $55,838.75

Project Level Tasks:

DBA Tasks 14.5 $2,863.75

Work Plan/Development Team 9.5 $2,356.00

Management

Development Support of QA and Documentation

5.0 $987.50

Collateral work 0.0 $0.00

UAT Validation 5.0 $987.50

Sub-Total (Project Level Tasks): 34.0 $7,194.75 Track-Kit Dollars Program Credit: -$42,872.80 Period: 27-Sep-2021 to 26-Sep-2022

Total STACS (or Track-Kit) Dollars for period: $21,224.16

Balance for period: $0.00

Period: 27-Sep-2022 to 26-Sep-2023

Total STACS (or Track-Kit) Dollars for period: $21,648.64

Balance for period: $0.00

GRAND-TOTAL 611.0 $20,160.70

TASKS & DELIVERABLES:

Deliverables will not be considered complete until the Agency Project Manager has formally accepted them. Deliverables for this project include:

• Compliance Portal is configured per the requirements in this SOW.

• Compliance Portal is loaded into Track-Kit test environment.

• Contractor fixes bugs identified during system testing.

• Completed Compliance Portal is loaded into Track-Kit production environment.

ACCEPTANCE CRITERIA:

Acceptance criteria for the deliverables include:

• Completed testing by MSP and DHHS of Compliance Portal, bug fixes and incidents identified during system testing are resolved, Compliance Portal is loaded into Track-Kit production environment.

PROJECT CONTROL AND REPORTS:

A bi-weekly progress report must be submitted to the Agency and DTMB Project Managers throughout the life of this project. This report may be submitted with the billing invoice. Each bi-weekly progress report must indicate what was worked on, what was completed, and any risks and issues that have arisen during the current reporting period.

SPECIFIC DEPARTMENT STANDARDS:

Not applicable.

PAYMENT SCHEDULE:

Contractor will invoice State a firm fixed fee of $20,160.70 after State provides final acceptance of all deliverables.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

The designated State Project Manager is:

Nancy Becker Bennett Michigan State Police Grants and Community Services Division 7150 Harris Drive Dimondale, Michigan, 48821 517-898-9496 beckern@michigan.gov

The designated Contractor contact is:

Steven Gareau Invita Healthcare Technologies 2265 St. Laurent Blvd.

Ottawa Ontario, K1G 4K3 Canada 613-274-7822 ext 2008 steven.gareau@invitahealth.com

The designated Agency Program Manager is:

Matt Opsommer Michigan State Police Grants and Community Services Division 7150 Harris Drive Dimondale, Michigan, 48821 517-243-5275 opsommerm2@michigan.gov

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Contractor staff will work at 2265 St. Laurent Blvd. Ottawa Ontario, K1G 4K3 Canada

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing. No overtime will be permitted.

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

180000000201Contract Number

Various

Jarrod Barron

Steven.Gareau@invitahealth.com

Steven Gareau

Ottawa, ON K1G 4K3

STACS DNA INC. d/b/a Invita Healthcare Technologies

CV0067023

613-274-7822 x2008

2255 St Laurent Blvd. , Suite 206

(517) 249-0406 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

barronj1@michigan.gov

$3,576,701.03

January 22, 2018 January 21, 2023

SEXUAL ASSAULT EVIDENCE KITS

January 21, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 5 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ January 21, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $3,576,701.03

Effective 1/18/2022, the parties agree to replace the existing third-party helpdesk subcontractor, AnswerNet, with a new subcontractor, American Helpdesk (AHD). All other Terms, Conditions, Specifications, and Pricing remain the Same. Per contractor, agency, and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

AGENCY NAME PHONE EMAIL

Multi-Agency and Statewide Contracts

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 180000000201

Nancy Becker 989-681-6668 BeckerN@michigan.govMDOC

Gordon Mayes 517-204-8026 MayesG1@michigan.govDTMB

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

171180000000201Contract Number

$3,576,701.03

January 22, 2018 January 21, 2023

SEXUAL ASSAULT EVIDENCE KITS

January 21, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

2 - 5 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ Direct Voucher (DV) ☐ Other ☐ Yes

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ January 21, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $3,576,701.03

Effective 4/10/2018 the State adds extended purchasing language to the contract. All other Terms, Conditions, Specifications, and Pricing remain the Same. Per contractor, agency, and DTMB Procurement.

Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government, school district universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal. Upon written agreement between the State and Contractor, this contract may also be extended to: (a) State of Michigan employees and (b) other states (including governmental subdivisions and authorized entities).

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms.

Administrative Fee and Reporting: Effective 4/10/2018 Contractor must pay an administrative fee of 1% on all payments made to Contractor under the contract for transactions with MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made by check payable to the State of Michigan and mailed to:

BeckerN@Michigan.gov

Nancy Becker Bennett

Timothy Taylor jocelyn.tremblay@stacsdna.com

Jocelyn Tremblay

Ottawa, ON K1G 4K3

STACS DNA Inc.

CV0067023

613-274-7822 x2000

2255 St Laurent Blvd.

(517) 249-0395

S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

MSP

517-284-3205

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DTMB

N/A

DESCRIPTION

taylort27@michigan.gov x ☐ No

Department of Technology, Management and Budget Cashiering P.O. Box 30681 Lansing, MI 48909

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to DTMB-Procurement.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 171 180000000201 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

STACS DNA Inc.

S T

A T

E

P ro gr am an ag er

Nancy Becker Bennett

2255 St Laurent Blvd., Suite 206 517-284-3205

Ottawa, ON K1G 4K3 BeckerN@michigan.gov

Jocelyn Tremblay

C o nt ct

A dm in is tr at or Timothy Taylor DTMB

613-274-7822 x2000 517-284-7006 jocelyn.tremblay@stacsdna.com Taylort27@michigan.gov

*******7331

DESCRIPTION: Sexual Assault Evidence Kits

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

January 22, 2018 January 21, 2023 (2) 5-Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $3,576,701.03

ENTERPRISE PROCUREMENT

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

CONTRACT NO. 171 180000000201

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

This Hosted Software Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and STACS DNA, Inc. (“Contractor”). This Contract is effective on January 22, 2018 (“Effective Date”), and unless earlier terminated, will expire on January 21, 2023 (the “Term”).

This Contract may be renewed for up to two (2) additional five (5) year periods. Renewal must be by written notice from the State and will automatically extend the Term of this Contract.

1. Definitions. For the purposes of this Contract, the following terms have the following meanings:

“Acceptance” has the meaning set forth in Section 13.5.

“Acceptance Tests” means such tests as may be conducted in accordance with Section 13 and the

Statement of Work to determine whether the Software meets the material requirements of this Contract and the Documentation.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of a

Person.

“Allegedly Infringing Materials” has the meaning set forth in Section 27.3(b)(ii).

“API” means all Application Programming Interfaces and associated API Documentation that is specific to the State’s information technology infrastructure and custom developed and provided by

Contractor, and as updated from time to time, to allow the Software to integrate with Contractor’s

Software and various Third-Party Software or State developed software.

“Authorized Users” means all Persons authorized by the State to access and use the Software in connection with this Contract.

“Business Day” means a day other than a Saturday, Sunday or other day on which the State is authorized or required by Law to be closed for business.

“Business Owner” is the individual appointed by the State to (a) act as the State’s representative in all matters relating to the Contract, and (b) co-sign off on notice of Acceptance for the Software. The

Business Owner will be identified in the Statement of Work.

“Business Requirements Specification” means the initial specification setting forth the State’s business requirements regarding the features and functionality of the Software, as set forth in the Statement of

Work.

“Change” has the meaning set forth in Section 3.2.

“Change Notice” has the meaning set forth in Section 3.2(b).

“Change Proposal” has the meaning set forth in Section 3.2(a).

“Change Request” has the meaning set forth in Section 3.2.

“Confidential Information” has the meaning set forth in Section 21.1.

“Configuration” means State-specific changes made by the Contractor to the Software without

Source Code or structural data model changes occurring.

“Contract” has the meaning set forth in the preamble.

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this

Contract, and (b) approve any Change Notices under this Contract. Each party’s Contract Administrator will be identified in the Statement of Work.

“Contractor” has the meaning set forth in the preamble.

“Contractor’s Bid Response” means the Contractor’s proposal submitted in response to the RFP.

“Contractor Personnel” means all employees and independent contractors of Contractor or any

Permitted Subcontractors involved in the performance of Services hereunder.

“Contractor’s Test Package” has the meaning set forth in Section 12.2.

“Customization” means State-specific changes made by Contractor to the Software requiring changes to the Source Code.

“Deliverables” as further expressly described herein means the Software offered as hosted Services, and all other documents and other materials that Contractor is required to or otherwise does provide to the State under this Contract and otherwise in connection with any Services, including all items specifically identified as Deliverables in the Statement of Work.

“Dispute Resolution Procedure” has the meaning set forth in Section 31.1.

“Documentation” means user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the Software.

“Effective Date” has the meaning set forth in the preamble.

“Fees” means collectively, the License Fees, Implementation Fees, and Support Services Fees.

“Financial Audit Period” has the meaning set forth in Section 29.1.

“Force Majeure” has the meaning set forth in Section 32.1.

“Harmful Code” means any: (a) virus, trojan horse, worm, backdoor or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems or software; or (b) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any Person, or otherwise prevent, restrict or impede the State's or any Authorized

User's use of such software.

“HIPAA” has the meaning set forth in Section 20.1.

“Hosting Environment” means, collectively, the Microsoft Azure Government platform, environment and conditions on, in or under which the Software is intended to be installed and operate, as set forth in the Statement of Work, including such structural, functional and other features, conditions and components as hardware, operating software and system architecture and configuration.

“Implementation Fees” has the meaning set forth in Section 17.2.

“Implementation Plan” means the schedule included in the Statement of Work setting forth the sequence of events for the performance of Services under the Statement of Work, including the

Milestones and Milestone Dates.

“Integration Testing” has the meaning set forth in Section 13.1(c).

“Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the associated goodwill; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable

Law in any jurisdiction throughout the world.

“Key Personnel” means any Contractor Personnel identified as key personnel in the Statement of

Work.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement or rule of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction having force of law.

“License” means Contractor’s license grant to the State and its Authorized Users as set forth in

Section 4.

“License Fee” has the meaning set forth in Section 17.1.

“Loss or Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable outside attorneys' fees and the third party costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the

Software, including any updated Documentation, that Contractor may generally provide or make available to its licensees from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software.

“Milestone” means an event or task described in the Implementation Plan under the Statement of

Work that must be completed by the corresponding Milestone Date.

“Milestone Date” means the date by which a particular Milestone must be completed as set forth in the

Implementation Plan under the Statement of Work.

“New Version” means any new version of the Software that the Contractor may from time to time introduce and market generally as a distinct licensed product, as may be indicated by Contractor's designation of a new version number.

“Nonconformity” or “Nonconformities” means any material failure or failures of the Software to conform to the requirements of this Contract, including any applicable Documentation.

“Open-Source Components” means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public

License, or other obligation, restriction or license agreement that substantially conforms to the Open

Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

“Open-Source License” has the meaning set forth in Section 5.

“Permitted Subcontractor” has the meaning set forth in Section 10.4.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Pricing” means any and all fees, rates and prices payable under this Contract, including pursuant to any Schedule or Exhibit hereto.

“Pricing Schedule” means the schedule attached as Schedule D, setting forth the License Fees, Implementation Fees, Support Services Fees, and any other fees, rates and prices payable under this

Contract.

“Project Manager” is the individual appointed by each party to (a) monitor and coordinate the day-to-day activities of this Contract, and (b) for the State, to co-sign off on its notice of Acceptance for the

Software. Each party’s Project Manager will be identified in the Statement of Work.

“Representatives” means a party's employees, officers, directors, partners, shareholders, agents, attorneys, successors and permitted assigns.

“RFP” means the State’s request for proposal designed to solicit responses for Services under this

Contract.

“State” has the meaning set forth in the preamble.

“State Data” has the meaning set forth in Section 20.1.

“State Materials” means all materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, content and technology, in any form or media, directly or indirectly provided or made available to Contractor by or on behalf of the State in connection with this

Contract.

“State Resources” has the meaning set forth in Section 11.1(a).

“Services” means any of the services Contractor is required to or otherwise does provide under this

Contract, the Statement of Work, and the Service Level Agreement.

“Service Level Agreement” means the service level agreement attached as Schedule B to this

Contract, setting forth Contractor’s obligations with respect to the hosting, management and operation of the Software.

“Site” means the physical location designated by Contractor for delivery and installation of the

Software.

“Software” means Contractor’s software in the hosted environment set forth in the Statement of Work, and any Maintenance Releases or New Versions provided to the State and any Customizations, Configurations made by or for the State pursuant to this Contract, and all copies of the foregoing permitted under this Contract and the License Agreement.

“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which the Software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to provide maintenance for the Software.

“Specifications” means, for the Software, the specifications collectively set forth in the Business

Requirements Specification, Technical Specification, and Documentation for such Software, or elsewhere in the Statement of Work.

“Statement of Work” means the statement of work entered into by the parties and attached as

Schedule A to this Contract.

“Stop Work Order” has the meaning set forth in Section 25.

“Support Services” means the Software maintenance and support services Contractor is required to or otherwise does provide to the State under the Service Level Agreement.

“Support Services Fees” has the meaning set forth in Section 17.3.

“Technical Specification” means, with respect to any Software, the document setting forth the technical specifications for such Software and included in the Statement of Work.

“Term” has the meaning set forth in the preamble.

“Test Data” has the meaning set forth in Section 12.2.

“Testing Period” has the meaning set forth in Section 13.1(b).

“Test Results” has the meaning set forth in Section 12.2.

“Third Party” means any Person other than the State or Contractor.

“Third Party License” has the meaning set forth in Section 5.

“Third-Party Software” means software, content, and technology, in any form or media, in which any

Person other than the State or Contractor owns any Intellectual Property Right, but excluding Open-

Source Components.

“Transition Period” has the meaning set forth in Section 24.3

“Transition Responsibilities” has the meaning set forth in Section 24.3.

“Unauthorized Removal” has the meaning set forth in Section 10.3(b).

“Unauthorized Removal Credit” has the meaning set forth in Section 10.3(c).

“User Data” means all data, information and other content of any type and in any format, medium or form, whether audio, visual, digital, screen, GUI or other, that is input, uploaded to, placed into or collected, stored, processed, generated or output by any device, system or network by the State except that User Data does not include the Software, Documentation, Services, Deliverables, or data, information or content, including any GUI, audio, visual or digital or other display or output, that is generated automatically upon executing the Software without additional user input.

“Work Product” means all State-specific deliverables that Contractor is required to, or otherwise does, provide to the State under this Contract including but not limited to APIs, computer scripts, macros, user interfaces, reports, project management documents, forms, templates, and other State-specific documents and related materials together with all ideas, concepts, processes, and methodologies developed in connection with this Contract whether or not embodied in this Contract. Work Product does not include the Software.

2. Schedules. All Schedules that are referenced herein and attached hereto are hereby incorporated by reference. The following Schedules are attached hereto and incorporated herein:

Schedule A Statement of Work

Schedule B Service Level Agreement

Schedule C License Agreement – Not applicable

Schedule D Pricing Schedule

Schedule E Disaster Recovery Plan-Confidential

Schedule F Data Security Terms

3. Statement of Work. Contractor shall provide Services and Deliverables pursuant to the executed

Statement of Work entered into under this Contract. The Statement of Work shall not be effective unless signed by each party’s Contract Administrator. The term of the Statement of Work shall commence on the parties' full execution of the Statement of Work and terminate upon the earlier of: (i) when the parties have fully performed their obligations, or (ii) upon the natural expiration or earlier termination of this

Contract. The terms and conditions of this Contract will apply at all times to the Statement of Work. The

State shall have the right to terminate such Statement of Work as set forth in Section 24. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under the Statement of

Work and agrees that prompt and timely performance of all such obligations in accordance with this

Contract and the Statement of Work (including the Implementation Plan and all Milestone Dates) is strictly required.

3.1 Statement of Work Requirements. The Statement of Work will include the following:

(a) names and contact information for Contractor’s Contract Administrator, Project Manager and Key Personnel;

(b) names and contact information for the State’s Contract Administrator, Project Manager and

Business Owner;

(c) a detailed description of the Services to be provided under this Contract, including any training obligations of Contractor;

(d) a detailed description of the Software to be provided under this Contract, including the:

(i) version and release number of the Software;

(ii) Business Requirements Specification;

(iii) Technical Specification;

(iv) The Hosting Environment; and

(v) a description of the Documentation to be provided;

(e) the Project Management Methodology (PMM) that will be utilized;

(f) an Implementation Plan that follows the PMM, including all Milestones, the corresponding

Milestone Dates and the parties’ respective responsibilities under the Implementation Plan;

(g) the due dates for payment of Fees and any invoicing requirements, including any

Milestones on which any such Fees are conditioned, and such other information as the parties deem necessary;

(h) disclosure of all Third-Party Software and Open-Source Components (each identified on a separate exhibit to the Statement of Work), in each case accompanied by such related documents as may be required by this Contract;

(i) a detailed description of all State Resources required to complete the Implementation

Plan.

3.2 Change Control Process. The State may at any time request in writing (each, a “Change

Request”) changes to the Statement of Work, including changes to the Services and Implementation Plan

(each, a “Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all mutually agreed upon Changes in accordance with this Section 3.2.

(a) As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forth:

(i) a written description of the proposed Changes to any Services or Deliverables;

(ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services under the Statement of

Work;

(iii) any additional State Resources Contractor deems necessary to carry out such

Changes; and

(iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect any increase or decrease in time and expenses

Contractor requires to carry out the Change.

(b) Within thirty (30) Business Days following the State’s receipt of a Change Proposal, the

State will by written notice to Contractor, approve, reject, or propose modifications to such Change

Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change

Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change

Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to the Statement of Work to which it relates; and

(c) If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, the State may, in its discretion:

(i) require Contractor to perform the Services under the Statement of Work without the

Change;

(ii) require Contractor to continue to negotiate a Change Notice;

(iii) initiate a Dispute Resolution Procedure; or

(iv) notwithstanding any provision to the contrary in the Statement of Work, terminate this

Contract under Section 24.2.

(d) No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a Change

Notice. Contractor will use its best commercial efforts to limit any delays or Fee increases from any

Change to those necessary to perform the Change in accordance with the applicable Change Notice.

Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice.

(e) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in

Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Support Services under this

Contract.

(f) Contractor may, on its own initiative and at its own expense, prepare and submit its own

Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.

4. Contractor Software License. Contractor hereby grants to the State (including all constituent agencies or Departments) and its unlimited Authorized Users the non-exclusive, non-transferable and non-sublicensable right and license to use the Software and Documentation in the User Acceptance

Testing, Training, and Production environments, in accordance with the terms and conditions of this

Contract. Without waiving any claims or defenses, including Governmental Immunity, the State shall be liable for a breach of this license grant by any constituent agencies or Departments under this Agreement;

provided, however, that the State shall not be liable for a breach by any non-affiliated Authorized Users.

5. Third-Party Software Licenses. Any use hereunder of Third-Party Software shall be governed by, and subject to, the terms and conditions of the applicable Third-Party Software license agreement

(“Third-Party License”). As of the effective date of this Contract, Contractor shall identify and describe in an exhibit to the Statement of Work any Third-Party Software being used in connection with the Services.

6. Open-Source Licenses. Any use hereunder of Open-Source Components shall be governed by, and subject to, the terms and conditions of the applicable open-source license (“Open-Source License”).

As of the effective date of this Contract, Contractor shall identify and describe in an exhibit to the

Statement of Work each of the Open-Source Components of the Software, and include an exhibit attaching all applicable Open-Source Software Licenses or identifying the URL where these licenses are publicly available.

7. Software Implementation.

7.1 Implementation. Contractor will deliver, install, configure, integrate, and otherwise provide and make fully operational the Software on or prior to the applicable Milestone Date in accordance with the express criteria set forth in the Statement of Work.

7.2 Site Preparation. Contractor is responsible for ensuring the relevant Hosting Environment is set up and in working order to allow Contractor to deliver and install the Software on or prior to the applicable

Milestone Date. Contractor will provide the State with such notice as is specified in the Statement of

Work, prior to installation of the Software, to give the State sufficient time to prepare for purposes of end user acceptance testing.

8. Hosting and Support.

8.1 Availability. Contractor will maintain the Availability Requirement set forth in the Service Level

Agreement attached as Schedule B to this Contract.

8.2 Support Services. Contractor shall provide the State with the Support Services and maintain the Support Service Level Requirement set forth in the Service Level Agreement attached as Schedule B to this Contract.

9. Data Privacy and Information Security.

9.1 Undertaking by Contractor. Contractor shall comply with all security requirements set forth in the Data Security Schedule, attached as Schedule F to this Contract. In addition, and without limiting

Contractor’s obligation of confidentiality as further described, Contractor is responsible for establishing and maintaining a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the State Data; (b) protect against any anticipated threats or hazards to the security or integrity of the State Data; (c) protect against unauthorized disclosure, access to, or use of the State

Data; (d) ensure the proper disposal of State Data; and (e) ensure that all Contractor Representatives comply with all of the foregoing.

9.2 To the extent that Contractor has access to the State’s computer system, Contractor must comply with the State’s Acceptable Use Policy, see http://michigan.gov/cybersecurity/0,1607,7-217-

34395_34476---,00.html. All Contractor Personnel will be required, in writing, to agree to the State’s

Acceptable Use Policy before accessing the State’s system. The State reserves the right to terminate

Contractor’s access to the State’s system if a violation occurs.

9.3 Right of Audit by the State. Without limiting any other audit rights of the State, the State has the right to review Contractor’s data privacy and information security program prior to the commencement of

Services and from time to time during the term of this Contract to ensure compliance with the Contractor’s data privacy and information security obligations pursuant to the terms of this Contract. . During the providing of Services, on an ongoing basis from time to time and with seven (7) days notice, the State, at its own expense, is entitled to perform, or to have performed, an on-site audit of Contractor’s data privacy and information security program. The use by the State of any authorized representative to conduct any such audit shall be subject to and conditional upon such authorized representative executing a confidentiality agreement consistent with the confidentiality obligations set forth in this Agreement. In lieu of an on-site audit, upon request by the State, Contractor agrees to complete, within forty-five (45) calendar days of receipt, an audit questionnaire provided by the State regarding Contractor’s data privacy and information security program.

9.4 Audit Findings. With respect to State Data, Contractor must implement any reasonably required safeguards as identified by the State or by any audit of Contractor’s data privacy and information security program. To the extent any such safeguards require Contractor as a result in a material change in scope to the Services, Contractor shall inform the State Contract Administrator in writing and the parties will follow the Change control process in Section 2.2 of this Contract.

9.5 State’s Right to Termination for Deficiencies. The State reserves the right, at its sole election, to immediately terminate this Contract or the Statement of Work without limitation and without liability if the Contractor fails or has failed to meet its material obligations under this Section 9 and does not cure such failure within thirty (30) days of the State’s written notice of deficiencies under this Section.

10. Performance of Services. Contractor will provide all Services and Deliverables in a timely, professional and workmanlike manner and in accordance with the terms, conditions, and Specifications set forth in this Contract and the Statement of Work.

10.1 Contractor Personnel.

(a) Contractor is solely responsible for all Contractor Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

(b) Prior to any Contractor Personnel performing any Services, Contractor will:

(i) ensure that such Contractor Personnel have the legal right to work in the United

States;

(ii) upon request, require such Contractor Personnel to execute written agreements, in form and substance acceptable to the State, that bind such Contractor Personnel to confidentiality provisions that are at least as protective of the State’s information

(including all Confidential Information) as those contained in this Contract; and

(iii) upon request, perform background checks on all Contractor Personnel who have access to State Data prior to their assignment. The scope is at the discretion of the

State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks on Contractor Personnel.

(c) Contractor and all Contractor Personnel will comply with all rules, regulations, and policies of the State that are communicated to Contractor in writing, including security procedures concerning systems and data and remote access, building security procedures, including the restriction of access by the State to certain areas of its premises or systems, and general health and safety practices and procedures.

(d) The State reserves the right to require the removal of any Contractor Personnel found, in the judgment of the State, to be unacceptable. The State’s request must be written with reasonable detail outlining the reasons for the removal request. Replacement personnel for the removed person must be fully qualified for the position. If the State exercises this right, and Contractor cannot immediately replace the removed personnel, the State agrees to negotiate an equitable adjustment in schedule or other terms that may be affected by the State’s required removal.

10.2 Contractor’s Project Manager. Throughout the Term of this Contract, Contractor must maintain a Contractor employee acceptable to the State to serve as Contractor’s Project Manager, who will be considered Key Personnel of Contractor. Contractor’s Project Manager will be identified in the Statement of Work.

(a) Contractor’s Project Manager must:

(i) have the requisite authority, and necessary skill, experience, and qualifications, to perform in such capacity;

(ii) be responsible for overall management and supervision of Contractor’s performance under this Contract; and

(iii) be the State’s primary point of contact for communications with respect to this

Contract, including with respect to giving and receiving all day-to-day approvals and consents.

(b) Contractor’s Project Manager [or her/his designee if unavailable (e.g. due to illness, disability, etc.)] must attend all regularly scheduled meetings as set forth in the Implementation Plan, and will otherwise be available as set forth in the Statement of Work.

(c) Contractor will maintain the same Project Manager throughout the Term of this Contract, unless:

(i) the State requests in writing the removal of Contractor’s Project Manager;

(ii) the State consents in writing to any removal requested by Contractor in writing;

(iii) Contractor’s Project Manager ceases to be employed by Contractor, whether by resignation, involuntary termination or otherwise.

(d) Contractor will promptly replace its Project Manager on the occurrence of any event set forth in Section 10.2(c). Such replacement will be subject to the State's prior written approval.

10.3 Contractor’s Key Personnel.

(a) The State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, introduce the individual to the State’s Project Manager, and provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection.

(b) Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An

Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment.

(c) It is further acknowledged that an Unauthorized Removal may interfere with the timely and proper completion of this Contract, to the potential loss and damage of the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result of any

Unauthorized Removal. Therefore, Contractor and the State agree that in the case of any Unauthorized

Removal in respect of which the State does not elect to exercise its rights under Section 24.1, Contractor will issue to the State an amount equal to $10,000 per individual (each, an “Unauthorized Removal

Credit”).

(d) Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed under Subsection (c) above: (i) is a reasonable estimate of and compensation for the anticipated or actual harm to the State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately estimate; and (ii) may, at the State’s option, be credited or set off against any Fees or other charges payable to Contractor under this Contract.

10.4 Subcontractors. Contractor will not, without the prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, engage any Third Party to perform

Services. The State’s approval of any such Third Party (each approved Third Party, a “Permitted

Subcontractor”) does not relieve Contractor of its representations, warranties or obligations under this

Contract. The parties acknowledge that any Subcontractors identified within the SOW will be deemed approved. Without limiting the foregoing, Contractor will:

(a) be responsible and liable for the acts and…