190000001001.pdf

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

MDARD USAHerds Maintenance and Enhancement Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 26, 2019 October 1, 2022 2 - 1 Year October 1, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

227 State Street

Harrisburg PA 17101

John Kucek

773-495-8307 johnku@acclaimsystems.com

VS0109497

Acclaim Systems Inc.

C O

N

TR

A C

TO

R

Jarrod Barron

(517) 249-0406

DTMB

Various Various

BarronJ1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 5

Contract Number MA190000001001 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Months 1 Years October 1, 2026

$299,922.50 $33,257.70 $333,180.20

DESCRIPTION

Effective 9/11/2025, the parties extend the contract to 10/1/2026 and add $33,257.70 to continue existing services to enable the parties to finish implementing the replacement system. The cost will be $16,628.85 for the period 10/1/2025 - 4/1/2026, and $16,628.85 for the period 4/1/2026 - 10/1/2026 if needed. All other terms, conditions, specifications and pricing remain the same. Per Contractor, agency, and DTMB Central Procurement approval. Per Contractor, Agency, DTMB Central Procurement and State Administrative Board approval on 9/11/2025.

AGENCY NAME PHONE EMAIL

MDARD Amanda Budd 517-284-5678 BuddA@michigan.gov

DTMB Laura Brancheau 517-335-1334 BrancheauL@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 5 TO CONTRACT NO. MA190000001001

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number 190000001001

Various

Sarah Platte johnku@acclaimsystems.com

John Kucek

Harrisburg, PA 17101

Acclaim

VS0109497

773-495-8307

227 State Street

517-219-2406 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra c t

A d m in is tra to r

C O

N T

R A

C T

O R

DTMB

plattes3@michigan.gov

$179,922.50

October 1, 2019 October 1, 2023

MDARD USAHERDS MAINTENANCE AND ENHANCEMENT SERVICES

October 1, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 1 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

☒ One Year ☐ October 1, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$60,000.00 $239,922.50

Effective 5/10/2023, the State will be exercising the final, one-year option that is available on the Contract. The State also adds $60,000.00 in funding to support the use of this option year.

All other terms, conditions, specifications, and pricing remain the same. Per DTMB Contractor, agency, DTMB Procurement Services approval, and Administrative Board approval on 9/26/2019.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MDARD

Program Managers for

CHANGE NOTICE NO. 3 TO CONTRACT NO. 190000001001

Amanda Budd 517-284-5678 BuddA@michigan.govMDARD

Laura Brancheau 517-335-1334 BrancheauL@michigan.govDTMB

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

190000001001Contract Number

Various

Sarah Platte johnku@acclaimsystems.com

John Kucek

Harrisburg, PA 17101

Acclaim

VS0109497

773-495-8307

227 State Street

517-219-2406 S

T A

T E

P ro g n a g e r

C o n tra c t

A d m in is tra to r

C O

N T

R A

C T

O R

DTMB

plattes3@michigan.gov

$148,750.00

October 1, 2019 October 1, 2023

MDARD USAHERDS MAINTENANCE AND ENHANCEMENT SERVICES

October 1, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 1 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

☐ ☐ October 1, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$31,172.50 $179,922.50

Effective 10/31/2022, the State adds $31,172.50 to the Contract so that MDARD may create a maintenance order for FY23.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 190000001001

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

190000001001Contract Number

Various

Sarah Platte johnku@acclaimsystems.com

John Kucek

Harrisburg, PA 17101

Acclaim

VS0109497

773-495-8307

227 State Street

(517) 241-7000 S

T A

T E

P ro g n a g e r

C o n tra c t

A d m in is tra to r

C O

N T

R A

C T

O R

DTMB

plattes3@michigan.gov

$148,750.00

October 1, 2019 October 1, 2022

MDARD USAHERDS MAINTENANCE AND ENHANCEMENT SERVICES

October 1, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 1 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

☒ ☐ October 1, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

Effective 3/18/2022, the parties add the attached Statement of Work, for the purpose of adding a new module that will be replacing two legacy databases to improve data quality.The State also exercises one of the two remaining option years, with a revised expiration date of 10/1/2023.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

One Year

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 190000001001

Michigan.gov/MiProcurement

STATEMENT OF WORK -

IT CHANGE NOTICE

Version 2 (3/2021) 1

Project Title:

USAHerds WRM EWB Enhancement

Period of Coverage:

Requesting Department:

MDARD

Date:

3/1/2022

Agency Project Manager:

Amanda Budd

Phone:

517-284-5678

DTMB Project Manager: Phone:

Brief description of services to be provided:

BACKGROUND:

This project is to enhance the USAHerds database with a new module that will replace two legacy Access databases that the Bovine Tuberculosis program is currently using tocollect data.

PROJECT OBJECTIVE:

Improve data quality by reducing the number data systems that are used for the BovineTuberculosis program.

Provide efficiencies within the Bovine TB program as the systems currently are unable to talk to each other and multiple systems have to be updated with the same information.

SCOPE OF WORK:

TASKS:

Technical support is required to assist with the following tasks:Update of coding to

USAHerds Database.

DELIVERABLES:

Deliverables will not be considered complete until the Agency Project Manager hasformally accepted them.

Deliverables for this project include:

WRM and EWB enhancement module for USAHerds.

ACCEPTANCE CRITERIA:

Michigan.gov/MiProcurement

STATEMENT OF WORK -

IT CHANGE NOTICE

Version 2 (3/2021) 2

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 thebilling invoice. Each bi-weekly progress report must contain the following:

1. Hours: Indicate the number of hours expended during the past two weeks, and thecumulative total to date for the project. Also state whether the remaining hours are sufficient to complete the project.

2. Accomplishments: Indicate what was worked on and what was completed duringthe current reporting period.

3. Funds: Indicate the amount of funds expended during the current reporting period,and the cumulative total to date for the project.

SPECIFIC DEPARTMENT STANDARDS:

Agency standards, if any, in addition to DTMB standards.

PAYMENT SCHEDULE:

Payment will be made on a all invoices must include the purchase order number basis. DTMB will pay CONTRACTOR upon receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order not more often than monthly. DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees. When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense.

Payment shall be considered timely if made by DTMB within forty-five (45) days after receipt of properly completed invoices.

EXPENSES:

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

PROJECT CONTACTS:

The designated Agency Project Manager is:Amanda Budd

Animal Industry Division Constitution Hall 525 W Allegan St.

Lansing, MI 48893 517-284-5678 budda@michigan.gov

The designated DTMB Project Manager is:

Name Department Area Building/Floor Address City/State/Zip Phone NumberFax Number Email Address

AGENCY RESPONSIBILITIES:

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at:Enter

Location

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 inwriting.

No overtime will be permitted.

This purchase order is a release from Contract Number . This purchaseorder, statement of work, and the terms and conditions of Contract Number constitute the entire agreement between the State and the Contractor.

PROJECT PLAN:

Implementation Details:

1. Repurpose an existing license (DWA) to capture WRM/EWB;

a. Information to capture

i. Classification (renamed Registration); Possible values: Wildlife Risk Mitigation (WRM), Enhanced Wildlife Biosecurity (EWB)

ii. Status; Possible values: Verified, Not Verified

iii. Exp Date – is not required for WRM/EWB, so MDARD will need to populate with a default value of 12/31/currentYear and update as needed. If/when the licensee/participant changes from one classification to another, the expiration date can be updated to a date prior to the switch.

mailto:budda@michigan.gov

2. Add ability to capture and search Addendum properties – additional premises associated

3. Add ability to capture and search by Contacts. Inspectors will be added as contacts.

4. Add ability to define inspectors for the license.

5. Add ability to capture Plans. Plan information include:

a. Effective (required)/End Date (not-required) – cannot create a new plan if an existing plan is not end-dated.

b. Plan Headings/Standards:

i. Feed Storage/Usage

ii. Cattle Areas

iii. Water Sources

iv. Waste & Spoilage

v. Wildlife Management

c. For each heading, user can specify below information.

i. Standards – numbered list and text will be provided by MDARD; numbers must be unique to be able to establish link with the Verification (inspection below)

ii. Practice in Place - multi-line textbox

iii. Action Required to Meet Standard - multi-line textbox

6. Allow users to create a new plan from an existing plan (clone to create new). Plans cannot overlap effective dates. Inspectors can add initial Plan, readonly for inspectors otherwise.

7. Add ability to capture plan Verification. Verifications will be captured as inspections.

a. Information to capture

i. Inspection Date

ii. Inspector

iii. Purpose; possible values (semi-annual): Winter, Summer

iv. Status; possible values: Pending, Complete, Reviewed

v. Final Result; possible values: In Compliance, Out of Compliance

vi. Review Date (date value), Reviewed By (text value; non-inspector)

vii. Allow File Upload

b. Inspection Line Items –

i. Initial list will be from the Headings/Standards provided by MDARD.

ii. Each line item will have a result dropdown (Compliant, Non-Compliant, N/A) and Text value (shown as Comment below) which will be populated from the current plan. The plan text will be read-only and not updatable.

1. MDARD will advise the text from the plan to populate.

2. MDARD will advise what default result value to use for each line item

3. MDARD can opt to have each Heading/Standard as a line item vs

Heading as a line item and Standard as a Violation

c. Allow print of

i. Verification Letter

ii. Warning Letter – based on template and inspection values

8. Add ability to search inspection (verification)

9. Modify existing Permit processing to use WRM/EWB implementaton documented here instead of Premises Alert

a. need to determine how to handle if premises exists for multiple licenses

b. need to determine if Addendum premises are considered to have the same status as the main premises

10. Migrate current Premises Alerts as WRM/EWB licenses

a. Premises

b. Owner – from Premises Animal Owner

c. Classification – from Premises Alert checked

d. Status – MDARD will define prior to development/build

11. Enable Offline Inspector access, that will allow inspectors to

a. Search/View participants/licenses

b. View Plan; Add Initial Plan

c. Create/View Verification (or inspections)

Assumption:

1. No renewal letter or certificate will be printed

2. USAHERDS Offline System Requirements

For installation of the USAHERDS Offline/Disconnected web application to the local machine, user credentials with Administrator access will be required, to enable the necessary Windows modules (.NET Framework, IIS) and install the necessary software (SQL Server 2016 Express, Report Viewer, and the USAHERDS sync framework).

a. Hardware Requirements:

i. Processor: at least 2 physical cores, 2.4GHz

ii. Memory: at least 8GB RAM

iii. Hard Disk: USAHERDS requires at least 20GB free disc space. A solid-state drive (SSD) is recommended but not required.

b. Software requirements:

i. Windows 10 Pro

ii. Microsoft .NET Framework 4.6.2

iii. Microsoft IIS

Approved By: Approved Date:

☐ Charge hours against our Support Hours to implement this enhancement.

☐ Bill/Send separate Invoice or Statement of Work (SOW)

Notes/Comments:

Addendum 1: Plan Sample

Approval Requestor must complete the section below and return to Acclaim before the estimate expiration date for work to be scheduled. If estimate costs are to be shared, please provide details of the agreed-upon cost sharing in the Notes section.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 171-190000001001 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

Acclaim Systems Inc.

S T

A T

E

P ro g n a g e r

Laura Brancheau DTMB

227 State Street 517-335-1334

Harrisburg, PA 17101 BrancheauL@michigan.gov

John Kucek C o n tr a c t

A d m in is tr a to r Jarrod Barron DTMB

773-495-8307 517-249-0406 johnku@acclaimsystems.com BarronJ1@michigan.gov

VS0109497

DESCRIPTION: MDARD USAHerds Maintenance and Enhancement Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

10/1/2019 10/1/2022 2 – 1 Year 10/1/2022

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

New Contract from ITN# 190000000055

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $148,750.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 525 W. Allegan Street, Lansing, MI 48909 1st Floor, NE

CONTRACT NO. 171-190000001001

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Jennifer Bronz – Category Manager, IT Name & Title

DTMB – Central Procurement Services Agency

Date

This IT Professional Services Contract (the “Contract”) is agreed to between the State of Michigan (the “State”) and Acclaim Systems Inc. (“Contractor”), a Pennsylvania corporation. This Contract is effective on October 1, 2019 (“Effective Date”), and unless terminated, expires on October 1, 2022 (the “Term”).

This Contract may be renewed for up to five (2) additional one (1) year periods. Renewal must be by written notice from the State and will automatically extend the Term of this Contract.

The parties agree as follows:

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

“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.

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

“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 Section 5.

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

“Contractor Personnel” means all employees of Contractor or any Subcontractors involved in the performance of Services and creation of Deliverables under this Contract.

“Deliverables” means documentation, reports, and all other materials that Contractor or any Subcontractor 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.

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

“Financial Audit Period” has the meaning set forth in Section 24.

“Key Personnel” means any Contractor Personnel identified as key personnel in this Contract or the Statement of Work.

“Services” means any of the services Contractor, or any Subcontractor, is required to or otherwise does provide under this Contract, the Statement of Work or the Service Level Agreement.

“Service Level Agreement” means the service level agreement setting forth Contractor’s support obligations for the Software, attached as Schedule C to this Contract.

IT PROFESSIONAL SERVICES

CONTRACT TERMS

“Software” means, collectively, the software applications and systems set forth in the Statement of Work and in Schedule D.

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

“State Data” has the meaning set forth in Section 10.a.

“State Review Period” has the meaning set forth in Section 11.

“Statement of Work” has the meaning set forth in Section 2.

“Stop Work Order” has the meaning set forth in Section 13.

“Subcontractor” has the meaning set forth in Section 3.g.

“Transition Responsibilities” has the meaning set forth in Section 16.

“Unauthorized Removal” has the meaning set forth in Section 3.f.ii.

“Unauthorized Removal Credit” has the meaning set forth in Section 3.f.iii.

2. Statement of Work. Contractor shall provide the Services and Deliverables pursuant to the Statement of Work, attached as Schedule A to this Contract (the “Statement of Work”). 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 the Statement of Work, in whole or in part, as set forth in Sections 14 and 15 of this Contract.

3. Performance of Services.

a. Performance Warranty. Contractor represents and warrants that its Services hereunder shall be performed by competent personnel and shall be of professional quality consistent with generally accepted industry standards for the performance of such services and shall comply in all respects with the requirements of this Contract and the specifications set forth in the Statement of Work and the Service Level Agreement. For any breach of this warranty, the State may, at its option, either terminate the Statement of Work immediately pursuant to the termination provision herein, or require Contractor to provide replacement personnel satisfactory to the State within thirty (30) calendar days of Contractor’s receipt of notification from the State. Whether or not the departing Contractor Personnel are to continue working while Contractor attempts to find replacement personnel is at the sole discretion of the State. If Contractor is notified within the first eight (8) hours of assignment that the person is unsatisfactory, Contractor will not charge the State for those hours; otherwise, the State shall pay for all actual hours worked prior to the State’s notification of a replacement request to Contractor.

b. Software Support. Contractor shall provide support Services for the Software pursuant to the Service Level Agreement attached as Schedule C to this Contract.

c. State Standards

i. The Contractor must adhere to all existing standards as described within the comprehensive listing of the State’s existing technology standards at https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.html

ii. 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://www.michigan.gov/dtmb/0,5552,7-150- 56355_56579_56755---,00.html. All Contractor Personnel will be required, in writing, to agree to https://gcc01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.michigan.gov%2Fdtmb%2F0%2C5552%2C7-358-82547_56579_56755---%2C00.html&data=02%7C01%7CBronzJ%40michigan.gov%7Cef9a2f8991594dad17cb08d73ac5e2dc%7Cd5fb7087377742ad966a892ef47225d1%7C0%7C0%7C637042493890076845&sdata=y%2FF0hXjXmQVSWVqGaHTlCCHhs6m3L%2F8uiZRAOimKRjs%3D&reserved=0 http://www.michigan.gov/dtmb/0,5552,7-150-56355_56579_56755---,00.html http://www.michigan.gov/dtmb/0,5552,7-150-56355_56579_56755---,00.html 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.

d. Contractor Personnel

i. 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.

ii. Prior to any Contractor Personnel performing any Services, Contractor will:

1. ensure that such Contractor Personnel have the legal right to work in the United States; and

2. 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.

iii. 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.

iv. 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.

e. Background Checks. Upon request, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

f. Contractor’s Key Personnel

i. 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.

ii. Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key

Personnel’s employment. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under Section 14.

iii. It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the 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 14, Contractor will issue to the State the corresponding credits set forth below (each, an “Unauthorized Removal Credit”):

1. For the Unauthorized Removal of any Key Personnel designated in the Statement of Work, the credit amount will be $25,000.00 per individual if Contractor identifies a replacement approved by the State and assigns the replacement to shadow the Key Personnel who is leaving for a period of at least 30 calendar days before the Key Personnel’s removal.

2. If Contractor fails to assign a replacement to shadow the removed Key Personnel for at least 30 calendar days, in addition to the $25,000.00 credit specified above, Contractor will credit the State $833.33 per calendar day for each day of the 30 calendar-day shadow period that the replacement Key Personnel does not shadow the removed Key Personnel, up to $25,000 maximum per individual. The total Unauthorized Removal Credits that may be assessed per Unauthorized Removal and failure to provide 30 calendar days of shadowing will not exceed $50,000.00 per individual.

iv. Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed under Subsection iii 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.

g. 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 (including to create any Deliverables). The State’s approval of any such third party (each approved third party, a “Subcontractor”) does not relieve Contractor of its representations, warranties or obligations under this Contract. Without limiting the foregoing, Contractor will:

i. be responsible and liable for the acts and omissions of each such Subcontractor (including such Subcontractor's employees who, to the extent providing Services or creating Deliverables, shall be deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees;

ii. name the State a third-party beneficiary under Contractor’s contract with each Subcontractor with respect to the Services and Deliverables;

iii. be responsible for all fees and expenses payable to, by or on behalf of each Subcontractor in connection with this Contract, 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; and

iv. prior to the provision of Services or creation of Deliverables by any Subcontractor, if requested by the State:

1. obtain from such Subcontractor confidentiality, work-for-hire and intellectual property rights assignment agreements, in form and substance acceptable by the State, giving the State rights consistent with those set forth in Section 0 and, upon request, provide the State with a fully-executed copy of each such contract; and

2. with respect to all Subcontractor employees providing Services or Deliverables, comply with its obligations under subsection d above.

4. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier;

(b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

Jennifer Bronz 525 W. Allegan Street Lansing, MI 48909 BronzJ@michigan.gov 517-249-0493

Rakesh Khetawat 110 E. Pennsylvania Blvd Feasterville, PA 19053 rakeshk@acclaimsystems.com

(215) 354-1422

5. Contract Administrators. The Contract Administrator for each party is the only person authorized to modify any terms and conditions of this Contract and are identified below:

State: Contractor:

Jennifer Bronz 525 W. Allegan Street Lansing, MI 48909 BronzJ@michigan.gov 517-249-0493

David P. Burgess 403 N. 2nd Street Harrisburg, PA 17101

(717) 441-0546

6. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor's or a subcontractor's performance;

(b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by an company with an A.M. Best rating of "A" or better and a financial size of VII or better.

Insurance Type Additional Requirements

Commercial General Liability Insurance

Minimal Limits:

$1,000,000 Each Occurrence Limit $1,000,000 Personal & Advertising Injury Limit $2,000,000 General Aggregate Limit $2,000,000 Products/Completed

Operations

Deductible Maximum:

$50,000 Each Occurrence

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 2010 07 04 and CG 2037 07 0.

Umbrella or Excess Liability Insurance

Minimal Limits:

$5,000,000 General Aggregate

Contractor must have their policy endorsed to add “the State of Michigan, mailto:rakeshk@acclaimsystems.com its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds.

Automobile Liability Insurance

$1,000,000 Per Occurrence

Workers' Compensation Insurance

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance

Minimal Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease.

Privacy and Security Liability (Cyber Liability) Insurance

$1,000,000 Each Occurrence $1,000,000 Annual Aggregate

Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

Professional Liability (Errors and Omissions) Insurance

$3,000,000 Each Occurrence $3,000,000 Annual Aggregate

Deductible Maximum:

$50,000 Per Loss

If any of the required policies provide claim-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Services; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Services;

and (c) if coverage is canceled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or purchase order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section; (c) notify the Contract Administrator within 5 Business Days if any insurance is cancelled; and (d) waive all rights against the State for damages covered by insurance.

Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

7. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract.

Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor.

8. Intellectual Property Rights

a. Contractor does not acquire any ownership of Intellectual Property Rights in or to the Software as a result of this Contract.

b. Contractor hereby acknowledges that as between the State Contractor the State will be the owner of all right, title, and interest in the Services and Deliverables and all associated intellectual property rights, if any. Such Services and Deliverables are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Services and Deliverables and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Services and Deliverables, including all intellectual property rights therein.

c. Each party retains the right to retain and use its skill, knowledge, experience, and know-how, including ideas, concepts, processes, methods and techniques, whether developed prior to, independently of, or in the course of performing the services under this Contract.

9. Assignment. Contractor may not assign this Contract to any other party without the prior written approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party.

10. Change of Control. Contractor will notify, at least 90 calendar days before the effective date, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members;

(d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

11. Acceptance. Unless otherwise provided in the Statement of Work, this Section shall control acceptance of all Services and Deliverables. Services and Deliverables are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”). If the Services and Deliverables are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Services or Deliverables are accepted, but noted deficiencies must be corrected; or (b) the Services or Deliverables are rejected. If the State finds material deficiencies, it may: (i) reject the Services or Deliverables without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate a Statement of Work in accordance with Section 14, Termination for Cause.

Within 10 Business Days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Services or Deliverables, Contractor must cure, at no additional cost, the deficiency and deliver acceptable Services or Deliverables to the State. If acceptance with deficiencies or rejection of the Services or Deliverables impacts the content or delivery of other non-completed Services or Deliverables, the parties’ must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the Statement of Work in whole or in part. The State, or a third party identified by the State, may perform the Services and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

12. Terms of Payment. Invoices must conform to the requirements set forth in a Statement of Work. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Services and Deliverables performed as specified in the Statement of Work. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services and Deliverables purchased under this Contract are for the State’s exclusive use. Notwithstanding the foregoing, all prices are inclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time.

Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Services or Deliverables. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT).

Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

13. Stop Work Order. The State may suspend any or all activities under a Statement of Work at any time.

The State will provide Contractor a written stop work order detailing the suspension (a “Stop Work Order”). Contractor must comply with the Stop Work Order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Statement of Work. The State will not pay for Services or Deliverables, Contractor’s lost profits, or any additional compensation during a stop work period.

http://www.michigan.gov/SIGMAVSS

14. Termination for Cause. The State may terminate this Contract, in whole or in part (including individual Statements of Work), if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any State location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations under this Contract or the Statement of Work; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 15, Termination for Convenience.

The State will only pay for amounts due to Contractor for Services and Deliverables accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Services and Deliverables from other sources.

15. Termination for Convenience. The State may immediately terminate this Contract, in whole or in part (including the Statement of Work), without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Services immediately, or (b) continue to perform the Services in accordance with Section 16, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

16. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Services at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Services, training, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed Deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). This Contract will automatically be extended through the end of the transition period.

17. General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

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

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; and (iii) employ its own counsel. Contractor will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

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

18. Infringement Remedies. If, in either party’s opinion, any of the Services or Deliverables supplied by

Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure for the State the right to continue using the Services or Deliverables, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing;

or (c) accept its return by the State with appropriate credits to the State against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it.

19. Limitation of Liability. THE STATE WILL NOT BE LIABLE, REGARDLESS OF THE FORM OF

ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE

OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT FOR

CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING WITHOUT

LIMITATION LOST PROFITS AND LOST BUSINESS OPPORTUNITIES. IN NO EVENT WILL THE

STATE’S AGGREGATE LIABILITY TO CONTRACTOR UNDER THIS CONTRACT, REGARDLESS

OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY

OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS

CONTRACT, EXCEED THE MAXIMUM AMOUNT OF FEES SPECIFIED IN THE STATEMENT OF

WORK.

20. State Data.

a. Ownership. The State’s data (“State…