200000000775.pdf

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

MSP STACS Casework Systems

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

April 13, 2020 September 30, 2025 5 - 12 Months September 30, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

225 St. Laurent Blvd.

Suite 206

Ottawa ON ON K1G 4K3

Jonathan Baldanza

310-469-7271 jonathan.baldanza@invitahealth.com

CV0067023

STACS DNA INC.

C O

N

TR

A C

TO

R

Sarah Platte

5172192406

DTMB

Various Various

PlatteS3@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 3

Contract Number MA200000000775 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

$904,234.71 $39,586.84 $943,821.55

DESCRIPTION

Effective 4/14/2025, the State adds $39,586.84 in funding to the Contract to cover the costs of maintenance for the STACS DNA CW database from 4/21/2025 to 9/30/2025.

All other terms, conditions, specifications and pricing remain the same. Per Contractor, Agency, DTMB Central Procurement Services, and State Administrative Board approval on 4/7/2020.

AGENCY NAME PHONE EMAIL

MSP Scott Bruski 517-636-5723 BruskiS@michigan.gov

MSP Kristin Schelling 517-202-1007 SchellingK@michigan.gov

DTMB Jim Coggin 517-243-5265 CogginJ@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA200000000775

STACS DNA Inc. dba InVita Healthcare Technologies Phone: 613-274-7822 180 W. Ostend Street, Suite 267A Baltimore, MD 20230 www.invitahealth.com

Quote

Date: April 7, 2025

To: State of Michigan Procurement

Department of Technology, Management & Budget 525 W. Allegan Street Lansing, MI 48909

Attn: Kristin Schelling

Quantity Units Description Unit Price Total

1 ea STACS Casework Support and Maintenance Services $39,586.84 $39,586.84

Period: April 21, 2025 to September 30, 2025

Subtotal $39,586.84

Tax n/a

Total $39,586.84

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

200000000775Contract Number

Various

Jarrod Barron steven.gareau@invitahealth.com

Steven Gareau

Ottawa, ON ON K1G 4K3

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

CV0067023

613-274-7822 x2008

225 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

$889,639.62

April 13, 2020 September 30, 2025

MSP STACS CASEWORK SYSTEMS

September 30, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 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

☐ ☐ September 30, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$14,595.09 $904,234.71

Effective 12/16/2021, the parties add $14,595.09 for the attached STACS database enhancement statement of work. All other terms, conditions, specifications, and pricing remain the same. Per Contractor, Agency and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MSP

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 200000000775

Scott Bruski 517-636-5723 BruskiS@michigan.govMSP

Kristin Schelling 517-202-1007 SchellingK@michigan.govMSP

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

CAN_DMS: \143377943\2

MICHIGAN DEPARTMENT OF TECHNOLOGY,

MANAGEMENT AND BUDGET

IT SERVICES

STATEMENT OF WORK

Project Title:

STACS Database Enhancements

Period of Coverage:

FY2022

Requesting Department:

Michigan State Police

Date:

11/18/2021

Agency Project Manager:

Mr. Aaron Berenter

Phone:

517-819-1939

DTMB Project Manager:

N/A

Phone:

BACKGROUND:

The Michigan State Police (MSP) has identified a need for software enhancements to the STACS software product to store archived CODIS data. This Statement of Work will be governed by the terms of Contract 171-200000000775 (the “Contract”).

PROJECT OBJECTIVE:

Development and maintenance of electronic storage space for MSP CODIS kit cards currently scanned and stored on local data drives. This project will eliminate the need for hard copy demographic cards.

SCOPE OF WORK & TASKS:

Technical support is required to assist with the following tasks (the services to be provided by STACS DNA hereunder is collectively referred to as the “Software Customization Services”):

Construction The Construction Stream encompasses all the activities related to the actual customization of STACS i.e., Design & Development and the creation of the revised User Guide to reflect the new version of the software. During the Design & Development phase, review points may be established to allow for the demonstration of the work accomplished to date.

Testing and Acceptance Integration Testing will ensure that all STACS components are thoroughly tested and delivered to the State without any defects.

Installation and Configuration The State will perform the installation and configuration of the customized STACS software on its equipment. STACS DNA will provide all the required Installation and Configuration instructions to the State.

System Testing The State agrees to execute and complete system tests within two weeks of delivery of the enhancements. During the testing phase the State will report anomalies on a regular basis to STACS DNA using the customer portal. This will ensure prompt resolution of issues and final delivery of the product.

DELIVERABLES:

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

• Add module to MSP Sample Reception

• Place STACS Barcodes onto module after Data Entry (no impact on current workflow)

• Setup STACS Archive Database:

o Have scripts to create database and schedule job to archive o Have scripts to migrate existing images through an incremental process

ACCEPTANCE CRITERIA:

Acceptance criteria for the deliverables include:

STACS components have been thoroughly tested and delivered to the State without any defects.

OWNERSHIP:

The State acknowledges and agrees that the Software Customization Services and Deliverables to be provided by STACS DNA to the State hereunder, including the Intellectual Property Rights therein, shall be owned by STACS DNA. Any such Software Customization Services and Deliverables shall be deemed to form part of and be included in the “Software” as defined under the Contract.

PAYMENT SCHEDULE:

The State will make one $14,595.09 payment to Contractor after confirming Satisfactory acceptance of all Deliverables based on the firm fixed pricing shown below. 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 the DTMB within forty-five (45) days after receipt of properly completed invoices.

Item #

Requirement

Total Hours

Cost

Software Customization Items:

xxxx1 Submission Scanning 26.5 $5,164.75

Add module to MSP Sample Reception Place STACS Barcodes onto module after Data Entry (no impact on current workflow) xxxx2 Setup STACS Archive Database 4.0 $793.50

*we have scripts to create database and schedule job to archive *we have scripts to migrate existing images through an incremental process xxxx3 Fingerprint Examination 19.0 $3,691.00

Include the submission form image file with the cover letter when 'Send' is clicked.

*current process saves a pdf (multiselect only) if "image" is pdf it can be merged

*, if jpg or something it can be attached to pdf xxxx4a Sample Removal 13.0 $2,529.75 Automatically remove image file from the STACS database when removal is complete

*all attached files or just those of type "Submission Image" xxxx4b Sample Removal 14.5 $2,839.50 Add checklist item to indicate that image file has been deleted.

Question: Does this remove the file from the Archive Database? Not currently xxxx4c Sample Removal 10.5 $2,040.50 Prompt user if image file should be removed (automatically) xxxx5 Data Entry - SSN Validation (#68143) 10.5 $2,040.50 Flag user when an invalid SSN is entered.

Sub-Total (Software Customization Items): 98.0 $19,099.50

Project Level Tasks:

DBA Tasks 1.5 $290.25 Work Plan/Development Team Management 5.0 $1,217.50 Development Support of QA and Documentation 1.5 $290.25 Collateral work 0.0 $0.00 UAT Validation 7.0 $1,354.50

Sub-Total (Project Level Tasks): 15.0 $3,152.50

STACS Dollars Program Credit: -$7,656.91 Period: 01-Oct-2020 to 30-Sep-2021 Total STACS (or Track-Kit) Dollars for period: $7,656.91 Balance for period: $0.00

GRAND-TOTAL 113.0 $14,595.09

EXPENSES:

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

PROJECT CONTACTS:

The designated Contractor Project Manager is:

TJ Sekhon, Project Manager Kathleen Clarke, Field Application Specialist, Kathleen.Clarke@InvitaHealth.com Andre Pinsonneault STACS DNA Inc.

2255 St. Laurent Blvd #206, mailto:Kathleen.Clarke@InvitaHealth.com

Ottawa, ON K1G 1-877-774-7822

The designated Agency Program Manager is:

Mr. Aaron Berenter Michigan Department of State Police

BID - CODIS

MSP Lansing Forensic Laboratory 7320 North Canal Road Dimondale, MI 48821 Phone Number: 517-819-1939 Fax Number: 517-636-0491 Email Address: BerenterA@michigan.gov

AGENCY RESPONSIBILITIES:

MSP CODIS staff will perform installation and configuration of the customized STACS software. STACS DNA will provide all the required installation and configuration instructions.

System testing will be performed by MSP CODIS staff within two weeks of delivery of the enhancements.

During the testing phase the State will report anomalies on a regular basis to STACS DNA using the customer portal. This will ensure prompt resolution of issues and final delivery of the product.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Contractor staff will work at 2255 St. Laurent Blvd #206, Ottawa, ON 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 1 to

200000000775Contract Number

Various

Jarrod Barron jocelyn.tremblay@stacsdna.com

Jocelyn Tremblay

Ottawa, ON ON K1G 4K3

STACS DNA INC.

CV0067023

877-774-7822 2000

225 St. Laurent Blvd. , Suite 206

(517) 249-0406 S T A T E

P ro g 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

MSP

DTMB

barronj1@michigan.gov

$827,281.89

April 13, 2020 September 30, 2025

MSP STACS CASEWORK SYSTEMS

September 30, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 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

☐ ☐ September 30, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$62,357.73 $889,639.62

Effective 12/21/2020, the parties add $62,357.73 for the services detailed in the attached STACS-CW Enhancements statement of work. All other terms, conditions, specifications, and pricing remain the same. Per Contractor, Agency and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 200000000775

MSP Scott Bruski 517-636-5723 BruskiS@michigan.gov

MSP Kristin Schelling 517-202-1007 SchellingK@michigan.gov

DTMB Gordon Mayes 517-204-8026 MayesG1@michigan.gov

MICHIGAN DEPARTMENT OF TECHNOLOGY,

MANAGEMENT AND BUDGET

IT SERVICES

STATEMENT OF WORK

Project Title:

STACS Casework Enterprise Enhancements

Period of Coverage:

FY 2021

Requesting Department:

Michigan State Police

Date:

TBD

Agency Project Manager:

Lauren Lu

Phone:

517-282-9116

DTMB Project Manager:

Mr. Gordon Mayes

Phone:

517-204-8026

BACKGROUND:

The Michigan State Police (MSP) has an existing contract with Sample Tracking and Control Solutions Casework Enterprise (STACS-CW). STACS-CW is used by the MSP for receiving, tracking, and analysis of Body Fluid Identification and DNA evidence and is utilized by all seven of the MSP Forensic Science Division laboratories. The MSP has identified a need for software enhancements to the STACS software product for it’s current fiscal year.

SCOPE OF WORK:

Contractor will provide technical implementation and project management services to customize STACS- CW as follows:

Rehydration/Re-process

• Update Re-Hydration Module

• If a reprocessed sample has a dry down activity, prompt to rehydrate

• Allow users to scan barcode of in process sample to add to Rehydrate worklist

• Document Rehydration on Note Packet and Sample History (existing functionality)

Differential Sample ID's when reworking

• Create config to reused differential designator

• Maintain the differential designator when reworking to Batch Setup

Batch History Report - Reverse Order

• Add criteria to report for display order

• Display the Batch History Report in chronological order

Transferring/Creating Dilutions

• Change Note Packet Report

• Change Batch History Report

• Validating old and new workflow activities

Scenario Group Type

• For CE Scenarios, allow group type to be assigned to a kit

• Calculate master mix volumes based on the number of samples assigned to a kit

Additional Info Requested to Quant Results

• Add IPC Status column to Import Quant Results/Examiner Setup - Quant Results

• Import this information from the Plexor file

• 6 Reports to include: Import Quant Results, Examiner Setup - Quant Results, Batch Content -

Quant Results, DNA Exam Results - Quant Results, Batch History Report, Note Packet

Batch History: Combining and Concentrating

• Validating old and new workflow activities base on changes from 63998

TASKS & DELIVERABLES:

Deliverables will not be considered complete until the Agency Project Manager has formally accepted them. Technical support is required to assist with the following tasks:

Requirements Definition Stream The Requirements Definition Stream encompasses the activities related to the drawing up of the detailed system requirements for implementing the software changes requested by the client.

Based on the client's user requirements and through an iterative process STACS DNA will, with the active participation of the client, produce a final set of System Requirements This iterative process shall involve no more than two draft versions for review by the client and a final version of the System Requirements. Once signed-off by the client, the System Requirements will form the basis of the work and will be the authoritative document for the Construction Stream

Final Scope Assessment Report Based on the approved System Requirements, STACS DNA will provide the final Level of Effort (LoE) assessment and corresponding costing information to the client. The assessment will reveal one of the three following situations:

1. The LoE required will be covered by the proposed budget. In this case the impact is neutral

- no special action needs to be taken other than proceeding with the customization to the software.

2. The LoE required will exceed the proposed budget. In this case, the Client will either have to remove some of the work previously defined in the scope or increase the allocated budget and schedule for the work to be performed.

3. The LoE required will be less than the proposed budget. In this case the client will have the option to (1) increase the scope of the customization work, (2) translate the remaining budget into STACS Services Credits, or (3) decrease the allocated budget.

Construction Stream The Construction Stream encompasses all the activities related to the actual customization of STACS i.e., Design & Development and the creation of the revised User Guide to reflect the new version of the software. During the Design & Development phase, "review points" may be established to allow for the demonstration of the work accomplished to date. The "review points", if required, will be scheduled by the STACS DNA Project Authority.

Testing and Acceptance Stream Given the limited scope of this incremental release and the level of experience of client staff with the STACS product, STACS DNA proposes that system testing be performed by client staff thus not requiring the presence of a STACS DNA resource onsite.

Integration Testing Integration Testing ensures that all STACS components are thoroughly tested and delivered to the client without any defects.

Installation and Configuration The client will perform the installation and configuration of the customized STACS software on its equipment. STACS DNA will provide all the required Installation and Configuration instructions to the client.

System Testing The client agrees to execute and complete system tests within two weeks of delivery of the enhancements. During the testing phase the client will report anomalies on a regular basis to STACS DNA using the customer portal. This will ensure prompt resolution of issues and final delivery of the product.

PROJECT PLAN

Resources STACS DNA has a core team of individuals who will form the basis for the execution of this project.

Additional resources will be added as required.

The individuals are:

Resources Labor Category David Scollon Project Manager Steven Gareau Software Development Manager Malena Jimenez Field Application Specialist Jorge Pinto Software Developer Stephane Belanger Software Developer Christine Gavlas Technical Writer

Timeline The duration of this project will be determined at the end of the Requirements Definition phase of the project. Both parties will negotiate and agree on a mutually acceptable date for project completion.

ACCEPTANCE CRITERIA:

Acceptance criteria for the deliverables include:

• The State has tested and approved all requested STACS-CW customizations.

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 contain the following:

1. Hours: Indicate the number of hours expended during the past two weeks, and the cumulative 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 during the 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:

State will make one $62,357.73 payment after successful cutover to production and final acceptance of the Deliverables. 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 the 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 Contractor Project Manager is:

David Scollon

STACS DNA

2255 St- Laurent Blvd, Suite 206 Ottawa, Ontario, Canada K1G 4K3 613-274-7822 ext. 2025 David.scollon@stacsdna.com

The designated Agency Program Manager is:

Lauren Lu Michigan State Police, Forensic Science Division Lansing Laboratory 7320 N. Canal Rd.

Lansing, MI 48842

(517) 282-9116 LuL@michigan.gov

The designated DTMB Program Manager is:

Mr. Gordon Mayes Department of Technology, Management, and Budget 7150 Harris Drive Dimondale, MI 48821 517-204-8026 MayesG1@michigan.gov

AGENCY RESPONSIBILITIES:

• Provide final acceptance of software/services in the test environment before production.

• Provide access to agency subject matter experts.

• Assist with planning, delivery, testing, troubleshooting, and go-live.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Contractor staff will work remotely to complete the changes required.

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.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 171-200000000775 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

STACS DNA, Inc.

ST

A

TE

Pr og an ag er Various

2255 St. Laurent Blvd., Suite 206

Ottawa, ON K1G 4K3 Canada

Jocelyn Tremblay

C on tra ct

Ad in is tra to r Jarrod Barron DTMB

877-774-7822 x2000 517-249-0406 jocelyn.tremblay@stacsdna.com BarronJ1@michigan.gov

CV0067023

DESCRIPTION: MSP STACS Database and STACS Casework Systems

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

04/13/2020 09/30/2025 5-1 year 09/30/2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

New Contract established from ITN 171-200000000008.

Program Managers:

1. MSP for STACS Database system: Scott Bruski, BruskiS@michigan.gov, 517-819-2945.

2. MSP for STACS Casework system: Kristin Schelling, SchellingK@michigan.gov, 517-202-1007.

2. DTMB: Gordon Mayes, MayesG1@michigan.gov, 517-204-8026.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $827,281.89

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 525 W. Allegan Street, Lansing, MI 48909

4/10/2020

This Software Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and STACS DNA, Inc. (“Contractor”), an Ottawa, Canada corporation. This Contract is effective on April 13, 2020 (“Effective Date”), and unless earlier terminated, will expire on September 30, 2025 (the “Term”).

This Contract may be renewed for up to five additional one-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 12.5.

“Acceptance Tests” means such tests as may be conducted in accordance with Section 12 and the Statement of Work to determine whether the Software meets the 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 26.3(b)(ii).

“API” means all Application Programming Interfaces and associated API Documentation provided by Contractor, and as updated from time to time, to allow the Software to integrate with various State and Third Party Software.

“Approved Open-Source Components” means Open-Source Components that may be included in or used in connection with the Software and are specifically identified in an exhibit to the Statement of Work, and approved by the State.

“Authorized Users” means all Persons authorized by the State to access and use the Software under this Contract, subject to the maximum number of users specified in the applicable Statement of Work.

“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.

CONTRACT TERMS

“Business Owner” is the individual appointed by the agency buyer to (a) act as the agency’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 2.2.

“Change Notice” has the meaning set forth in Section 2.2(b).

“Change Proposal” has the meaning set forth in Section 2.2(a).

“Change Request” has the meaning set forth in Section 2.2.

“Confidential Information” has the meaning set forth in Section 20.1.

“Configuration” means State-specific changes made 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 of Contractor or any Permitted Subcontractors involved in the performance of Services hereunder.

“Contractor’s Test Package” has the meaning set forth in Section 11.2.

“Deliverables” means the Software, 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 30.1.

“Documentation” means all 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.

“DTMB” means the Michigan Department of Technology, Management and Budget.

“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 28.1.

“Force Majeure” has the meaning set forth in Section 31.1.

“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, modify, or otherwise harm, any computer, systems, software, or data; 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 19.1.

“Implementation Fees” has the meaning set forth in Section 16.2.

“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 12.1(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.

“License Agreement” has the meaning set forth in Section 3.

“License Fee” has the meaning set forth in Section 16.1.

“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 attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance and Support Schedule” means, if applicable, the schedule attached as Schedule B, setting forth the Support Services Contractor will provide to the State, and the parties' additional rights and obligations with respect thereto.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Software, including any updated Documentation, that Contractor may generally provide 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 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 4.

“Operating Environment” means, collectively, the 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.

“Permitted Subcontractor” has the meaning set forth in Section 9.4.

“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.

“Services” means any of the services Contractor is required to or otherwise does provide under this Contract, the Statement of Work, the Maintenance and Support Schedule (if applicable), or the Service Level Agreement (if applicable).

“Service Level Agreement” means, if applicable, the service level agreement attached as Schedule E 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 the State in, or in accordance with, this Contract or the Statement of Work for delivery and installation of the Software.

“Software” means Contractor’s software set forth in the Statement of Work, and any Maintenance Releases or New Versions provided to the State and any 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 understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of, and to develop computer programs compatible with, the Software.

“Specifications” means, for the Software, the specifications collectively set forth in the Business Requirements Specification, Technical Specification, Documentation, RFP or Contractor’s Bid Response, if any, for such Software, or elsewhere in the Statement of Work.

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 19.1.

“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 10.1(a).

“Statement of Work” means any statement of work entered into by the parties and attached as a schedule to this Contract. The initial Statement of Work is attached as Schedule A, and subsequent Statements of Work shall be sequentially identified and attached as Schedules A-1, A-2, A-3, etc.

“Stop Work Order” has the meaning set forth in Section 24.

“Support Services” means the software maintenance and support services Contractor is required to or otherwise does provide to the State under the Maintenance and Support Schedule (if applicable) or the Service Level Agreement (if applicable).

“Support Services Commencement Date” means, with respect to the Software, the date on which the Warranty Period for the Software expires or such other date as may be set forth in the Statement of Work.

“Support Services Fees” has the meaning set forth in Section 16.3.

“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 11.2.

“Test Estimates” has the meaning set forth in Section 11.2.

“Testing Period” has the meaning set forth in Section 12.1(b).

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

“Transition Period” has the meaning set forth in Section 23.3

“Transition Responsibilities” has the meaning set forth in Section 23.3.

“Unauthorized Removal” has the meaning set forth in Section 9.3(b).

“Unauthorized Removal Credit” has the meaning set forth in Section 9.3(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 or on behalf of the State, including any and all works, inventions, data, analyses and other information and materials resulting from any use of the Software by or on behalf of the State under this Contract, except that User Data does not include the Software 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.

“Warranty Period” means the ninety (90) calendar-day period commencing on the date of the State's Acceptance of the Software.

“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 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, with the exception of pre-existing scripts, software system specifications, and software code, developed in connection with this Contract whether or not embodied in this Contract.

2. Statements of Work. Contractor shall provide Services and Deliverables pursuant to Statements of Work entered into under this Contract. No Statement of Work shall be effective unless signed by each party’s Contract Administrator. The term of each Statement of Work shall commence on the parties' full execution of the Statement of Work and terminate when the parties have fully performed their obligations.

The terms and conditions of this Contract will apply at all times to any Statements of Work entered into by the parties and attached as a schedule to this Contract. The State shall have the right to terminate such Statement of Work as set forth in Section 23. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work (including the Implementation Plan and all Milestone Dates) is strictly required.

2.1 Statement of Work Requirements. Each 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; and

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

(e) an Implementation Plan, including all Milestones, the corresponding Milestone Dates and the parties’ respective responsibilities under the Implementation Plan;

(f) 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;

(g) disclosure of all 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;

(h) description of all liquidated damages associated with this Contract; and

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

2.2 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 Changes in accordance with this Section 2.2.

(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 only the 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 23.

(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 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.

3. Software License. Contractor hereby grants to the State and its Authorized Users the right and license to use the Software and Documentation in accordance with the terms and conditions of this Contract and the License Agreement set forth in Schedule C (the “License Agreement”).

4. 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”).

Contractor shall identify and describe in an exhibit to the Statement of Work each of the Approved 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.

5. Software Implementation.

5.1 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 criteria set forth in the Statement of Work.

5.2 Site Preparation. Unless otherwise set forth in the Statement of Work, Contractor is responsible for ensuring the relevant Operating 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 delivery of the Software to give the State sufficient time to prepare for Contractor’s delivery and installation of the Software. If the State is responsible for Site preparation, Contractor will provide such assistance as the State requests to complete such preparation on a timely basis.

6. Hosting. If the Operating Environment for the Software is externally hosted by Contractor or a subcontractor, Contractor will maintain the Availability Requirement and the Support Service Level Requirement set forth in the Service Level Agreement attached as Schedule E to this Contract.

7. Support Services

7.1 Support Services for On-Premise Software. If the Operating Environment for the Software is internally hosted by the State, Contractor shall provide the State with the Support Services described in the Maintenance and Support Schedule attached as Schedule B to this Contract. Such Support Services shall be provided:

(a) Free of charge during the Warranty Period, it being acknowledged and agreed that the License Fee includes full consideration for such Services during such period.

(b) Thereafter, for so long as the State elects to receive Support Services for the Software, in consideration of the State's payment of Support Services Fees in accordance with Section 16 and the rates set forth in the Pricing Schedule.

7.2 Support Services for Externally Hosted Software. If the Operating Environment for the Software is externally hosted by Contractor or a subcontractor, Contractor shall provide the State with the Support Services described in the Service Level Agreement attached as Schedule E to this Contract. Such Support Services shall be provided:

(a) Free of charge during the Warranty Period, it being acknowledged and agreed that the License Fee includes full consideration for such Services during such period.

(b) Thereafter, for so long as the State elects to receive Support Services for the Software, in consideration of the State's payment of Support Services Fees in accordance with Section 16 and the rates set forth in the Pricing Schedule.

8. Data Privacy and Information Security.

8.1 Undertaking by Contractor. 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…