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STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 7 to

200000002065Contract Number

Various

Jarrod Barron lslaughter@foray.com

Lynn Slaughter

San Diego, CA 92103

Foray Technologies, LLC

CV0003076

619-858-1360 517

3911 5th Avenue, Suite 300

(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

$1,020,103.34

September 10, 2020 September 9, 2026

ADAMS HARDWARE AND SOFTWARE SOLUTION

September 9, 2026

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 9, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$25,000.00 $1,045,103.34

Effective 11/29/2022, the parties add $25,000.00 for the ADAMS Latent Print-Subject Information Report services detailed in the attached statement of work. All other terms, conditions, specifications and pricing remain the same. Per contractor, agency and DTMB Procurement approval.

Internal State Note: $19,821.65 remaining Ad Board funds after CN.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MSP

AGENCY NAME PHONE EMAIL

Multi-Agency and Statewide Contracts

Program Managers for

CHANGE NOTICE NO. 7 TO CONTRACT NO. 200000002065

John Bowen 517-284-3486 BowenJ1@michigan.govMSP

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

MICHIGAN DEPARTMENT OF TECHNOLOGY,

MANAGEMENT AND BUDGET

IT SERVICES

STATEMENT OF WORK

Project Title:

ADAMS Latent Print/Subject Information Report

Period of Coverage:

Requesting Department:

Date:

11/23/2022

Agency Project Manager:

Tracee McIntosh

Phone:

248-380-1028

DTMB Project Manager:

N/A

Phone:

PROJECT OBJECTIVE:

Create a report directly linking latent print information and subject information that does not require making duplicate data entries.

SCOPE, TASKS & DELIVERABLES:

Contractor will develop a report feature in the ADAMS solution that displays latent print information per subject as shown below:

Latent Print# Item#/Description Subject(s) Opinion/Result Additional Information

1a1 Person 1 Inconclusive

Person 2 Source Exclusion

Person 3 Source Exclusion

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

ACCEPTANCE CRITERIA:

Acceptance criteria for the deliverables include:

• Reusable Person/Subject Information o Once a person is entered on a workflow that person can then be selected within the workflow without re-entering their information. A person can be entered once and then selected for each latent impression they are compared to. The latent information and person information will then be tightly linked.

• Workflow Update o The Latent Print Unit MSP workflow is updated to take advantage of reusable person information o Each impression has a “description” field.

o The “Inconclusive” reason has been updated with all ten (10) reasons.

• Report Update o The Latent Print Analysis report is updated based on the changes to the Latent Print Unit MSP workflow.

• New Report o A new report shows a table in the structure shown in the SCOPE, TASKS &

DELIVERABLES section above.

o The incolclusive reason is shown in the Additional Information column.

PROJECT CONTROL AND REPORTS:

A weekly progress report must be submitted to the Agency and DTMB Project Managers throughout the life of this project containing status updates, acocomplishments, issues and risks.

SPECIFIC DEPARTMENT STANDARDS:

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

PAYMENT SCHEDULE:

Contractor may invoice the State $25,000.000 after the State has formally accepted all deliverables.

EXPENSES:

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

PROJECT CONTACTS:

The designated Contractor Project Manager is:

Lynn Slaughter North Eastern Region Sales Representative 3911 5th Avenue Suite 300 San Diego, Ca 92103 1-619-858-1360 Ext 517 1-619-858-1366 lslaughter@foray.com

The designated Agency Program Manager is:

Tracee McIntosh Technical Leader 42145 W Seven Mile Rd Northville, MI 48167 Cell: 248-826-0688 McIntoshT@Michigan.gov

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Contractor staff will work remotely.

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.

blocked::mailto:lslaughter@foray.com

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 6 to

200000002065Contract Number

Various

Jarrod Barron lslaughter@foray.com

Lynn Slaughter

San Diego, CA 92103

Foray Technologies, LLC

CV0003076

619-858-1360 517

3911 5th Avenue, Suite 300

(517) 249-0406 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

barronj1@michigan.gov

$970,522.00

September 10, 2020 September 9, 2026

ADAMS HARDWARE AND SOFTWARE SOLUTION

September 9, 2026

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 9, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$49,581.34 $1,020,103.34

Effective 10/6/2022, the parties add $49,581.34 for maintenance and support of existing software licenses per the attached documentation. All other terms, conditions, specifications and pricing remain the same. Per contractor, agency and DTMB Procurement approval.

Internal State Note: $44,821.65 remaining Ad Board balance after CN.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 6 TO CONTRACT NO. 200000002065

Itemized Quote # MSP_513-09122022_Add. Software Support 2022-2026 1

Quote For: Prepared By:

Date

Prepared:

Shipping Method:

Reference (P O Number):

Ms. Tracee McIntosh Michigan State Police 42145 W. Seven Mile Road Northville, MI 48167 (248)826-0688 McintoshT@michigan.gov

Michal Temple Foray Technologies 3911 5th Ave, Ste 300 San Diego, CA 92103 (619)858-1360 Ext 513 (619)858-1366 (Fax) mtemple@foray.com

09-12-2022 Download If Applicable

Original Contract # 200000002065

Item Quantity Item Description Unit Price Extended Price

SOFTWARE SUPPORT 2

Single User, One-year duration, Foray Technologies Software Support, to include:

Desk Monday through Friday, 7:00am 4:00pm Pacific Time.

Free software updates and new version upgrades

Internet based remote diagnostics and troubleshooting of ADAMS software.

Customer must have internet access and provide access to the ADAMS system.

Please be advised that this plan does not include on-site technical support nor does it provide support or warranty coverage (replacement) of hardware components. For more information about these types of coverage, please contact your local Foray Technologies representative.

1 The prices contained on this price sheet are valid for a period of 90 days. Thereafter, all prices are subject to change without notice. Payment terms are payable upon receipt.

2 As the sole distributor and developer of the ADAMS software, Foray Technologies is the only company authorized to provide technical support for the ADAMS system.

Item Quantity Item Description Unit Price Extended Price

SOFTWARE COVERED: ADAMS 3

Quantity 9 Each: AFIS Connect Concurrent User & Filter Bundle Licenses 4

Quantity 10: Digital Evidence Processing Concurrent User 5

1 1 SOFTWARE SUPPORT

DATES OF COVERAGE: May 26, 2023 September 30, 2023 6

$4,919.04 $4,919.04

2 1 SOFTWARE SUPPORT

DATES OF COVERAGE: October 1, 2023 September 30, 2024

$14,449.61 $14,449.61

3 1 SOFTWARE SUPPORT

DATES OF COVERAGE: October 1, 2024 September 30, 2025

$14,883.10 $14,883.10

4 1 SOFTWARE SUPPORT

DATES OF COVERAGE: October 1, 2025 September 30, 2026

$15,329.59 $15,329.59

Subtotal $49,581.34

Taxes (or government tax exempt number ________________) N/A

TOTAL $49,581.34

3 Additional Licenses purchased in May 2022

4 Distribution: Grand Rapids 1, Marquette 1, Bridgeport 2, Grayling 2, Northville 3

5 Distribution: Grand Rapids 1, Marquette 1, Bridgeport 2, Grayling 2, Northville 4

6 Dates of Coverage have been pro-rated to coincide with the Dates of Coverage for the Contract Term for existing Software Licenses.

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 5 to

200000002065Contract Number

Various

Jarrod Barron lslaughter@foray.com

Lynn Slaughter

San Diego, CA 92103

Foray Technologies, LLC

CV0003076

619-858-1360 517

3911 5th Avenue, Suite 300

(517) 249-0406 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

barronj1@michigan.gov

$969,127.00

September 10, 2020 September 9, 2026

ADAMS HARDWARE AND SOFTWARE SOLUTION

September 9, 2026

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 9, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,395.00 $970,522.00

Effective 9/19/2022, the parties add $1,395.00 for the hardware detailed in the attached documentation. 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. 5 TO CONTRACT NO. 200000002065

PRICING

Item Quantity Item Description

Unit Price Extended Price

1 1 37.5” LED Curved Monitor, 3840 x 1600 HD Current model HP Z38c (manufacturer could change)

$1,295.00 $1,295.00

Subtotal $1,295.00

Shipping/Handling $100.00

TOTAL $1,395.00

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 4 to

200000002065Contract Number

Various

Jarrod Barron lslaughter@foray.com

Lynn Slaughter

San Diego, CA 92103

Foray Technologies, LLC

CV0003076

619-858-1360 517

3911 5th Avenue, Suite 300

(517) 249-0406 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

barronj1@michigan.gov

$913,012.00

September 10, 2020 September 9, 2026

ADAMS HARDWARE AND SOFTWARE SOLUTION

September 9, 2026

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 9, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$56,115.00 $969,127.00

Effective 5/11/2022, the parties add $56,115.00 for the additional licenses detailed in the attached documentation. All other terms, conditions, specifications and pricing remain the same. Per contractor, agency and DTMB Procurement approval.

Internal State Note: $95,797.99 remaining Ad Board funding after this CN.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 4 TO CONTRACT NO. 200000002065

PRICING

Item Quantity Item Description Unit Price Extended Price

1 9 ADAMS™ Processing User License (Formerly ADAMS Concurrent User combined with ADAMS DEP)

• Includes access to all functionality provided by ADAMS Server.

Functionality can be restricted on a per user basis.

• Grants logged in user access to the additional following functionalities:

• Processing using 3rd party applications

• Photoshop integration

• Image calibration

• White balance adjustment for RAW images

• Image annotations

*Bridgeport 2, GR 1, Grayling 2, Northville 3, Marquette 1*

$3,995.00 $35,955.00

2 1 ADAMS™ Concurrent User License for Digital Evidence Processing Grants logged in user access to the additional following functionalities:

• Processing using 3rd party applications

• Photoshop integration

• Image calibration

• White balance adjustment for RAW images

• Image annotations

(**Marries the single, ADAMS Concurrent User at Northville)

$2,250.00 $2,250.00

3 9 ADAMS™ AFIS Connect Concurrent User License

• Precise, high resolution, image orientation

• Select one or multiple clips from an image

• Automatically formats clips for destination AFIS system

• Ensures clips adhere to AFIS system's submission requirements

• Enables connection to an unlimited number of AFIS systems

• Create an unlimited number of profiles. Ex: finger, palm, etc.

*Bridgeport 2, GR 1, Grayling 2, Northville 3, Marquette 1*

$995.00 $8,955.00

4 9 Photoshop Filter Pack 4

• Chromatic Filter - remove patterns

*Bridgeport 2, GR 1, Grayling 2, Northville 3, Marquette 1*

$995.00 $8,955.00

Subtotal $56,115.00 Shipping/Handling N/A

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 3 to

200000002065Contract Number

Various

Jarrod Barron lslaughter@foray.com

Lynn Slaughter

San Diego, CA 92103

Foray Technologies, LLC

CV0003076

619-858-1360 517

3911 5th Avenue, Suite 300

(517) 249-0406 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

barronj1@michigan.gov

$907,902.20

September 10, 2020 September 9, 2026

ADAMS HARDWARE AND SOFTWARE SOLUTION

September 9, 2026

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 9, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,109.80 $913,012.00

Effective 12/16/2021, the parties add $5,109.80 for the hardware detailed in the attached documentation. 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. 3 TO CONTRACT NO. 200000002065

2,079.90

2,679.90

4,759.80

350.00

5,109.80

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

200000002065Contract Number

Various

Jarrod Barron lslaughter@foray.com

Lynn Slaughter

San Diego, CA 92103

Foray Technologies, LLC

CV0003076

619-858-1360 517

3911 5th Avenue, Suite 300

(517) 249-0406 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

barronj1@michigan.gov

$883,662.20

September 10, 2020 September 9, 2026

ADAMS HARDWARE AND SOFTWARE SOLUTION

September 9, 2026

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 9, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$24,240.00 $907,902.20

Effective 6/25/2021, the parties add $24,240.00 for the six digital camera kits detailed in the attached cost table. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 200000002065

COST TABLE

ITEM DESCRIPTION QUANTITY UNIT

PRICE

TOTAL

COST

Nikon D870 SLR Professional series color digital camera kit (WITH LENS) which includes:

• Quantity 1 – Nikon D780 DSLR Camera Body

• Quantity 1 – Nikon 60mm Macro Lens

• Quantity 1 – Nikon 62mm Clear Glass Filter

• Quantity 1 – Nikon Camera Control Pro 2.0 Software

• Quantity 1 – 16’ Premium USB Cable

• Quantity 1 – AC Adapter (part A and part B)

• Quantity 1 – Rechargeable Battery

• Quantity 1 – Battery Charger

• Quantity 1 – 64 GB Secure Digital High-Capacity

Storage Card (SDHC)

• Quantity 1 – SD Card Reader

6 $4,040.00 $24,240.00

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

200000002065Contract Number

Various

Jarrod Barron lslaughter@foray.com

Lynn Slaughter

San Diego, CA 92103

Foray Technologies, LLC

CV0003076

619-858-1360 517

3911 5th Avenue, Suite 300

(517) 249-0406 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

MSP

DTMB

barronj1@michigan.gov

$814,925.00

September 10, 2020 September 9, 2026

ADAMS HARDWARE AND SOFTWARE SOLUTION

September 9, 2026

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 9, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$68,737.20 $883,662.20

Effective 3/4/2021, the parties add $68,737.20 for the hardware detailed in the attached documentation. 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. 200000002065

MSP John Bowen 517-284-3486 BowenJ1@michigan.gov

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

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 171-200000002065 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Foray Technologies, LLC

ST

A

TE

Pr og an ag er Various

3911 5th Ave, Suite 300

San Diego, CA 92103

Lynn Slaughter

C on tra ct

Ad in is tra to r Jarrod Barron DTMB

619-858-1360 Ext 517 517-249-0406 lslaughter@foray.com BarronJ1@michigan.gov

CV0003076

DESCRIPTION: ADAMS Hardware and Software Solution

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

09/10/2020 09/09/2026 5-1 year 09/09/2031

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45, 1% if paid in 10 Days 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 171-200000000023.

Program Managers:

1. MSP: John Bowen, BowenJ1@michigan.gov, 517-284-3486.

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

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $814,925.00

STATE OF MICHIGAN PROCUREMENT

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

CONTRACT NO. 171-200000002065

FOR THE CONTRACTOR:

Foray Technologies, LLC Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Jarrod Barron – IT Category Specialist Name & Title

DTMB – Central Procurement Services Agency

Date

This Software Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and Foray Technologies, LLC (“Contractor”), a Deleware limited liability company. This Contract is effective on September 10, 2020 (“Effective Date”), and unless earlier terminated, will expire on September 09, 2026 (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 11.5.

“Acceptance Tests” means such tests as may be conducted in accordance with Section 11 and the Statement of Work to determine whether the Software and Hardware 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 25.3(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 19.1.

“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 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 10.2.

“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.

“Hardware” refers to any equipment purchased from Contractor as outlined in the applicable Statement of Work.

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

“HIPAA” has the meaning set forth in Section 18.1.

“Implementation Fees” has the meaning set forth in Section 15.2.

“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 11.1(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 Fee” has the meaning set forth in Section 15.1.

“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 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 8.4.

“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 B, 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.

“Services” means any of the services Contractor is required to or otherwise does provide under this Contract and any applicable Statement of Work. Services shall also include any Hardware purchased from Contractor or subcontractors pursuant to this Contract, and the maintenance and support of any Software hosted on Hardware purchased from Contractor or subcontractors pursuant to this Contract.

“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 18.1.

“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 9.1(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 23.

“Support Services” means the software maintenance and support services Contractor is required to or otherwise does provide to the State pursuant to the applicable Statement of Work.

“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 15.3.

“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 10.2.

“Test Estimates” has the meaning set forth in Section 10.2.

“Testing Period” has the meaning set forth in Section 11.1(b).

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

“Transition Period” has the meaning set forth in Section 22.3

“Transition Responsibilities” has the meaning set forth in Section 22.3.

“Unauthorized Removal” has the meaning set forth in Section 8.3(b).

“Unauthorized Removal Credit” has the meaning set forth in Section 8.3(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 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 22. 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;

(i) description of all Hardware purchased pursuant to this Contract; and

(j) 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 22.

(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 perpetual licenses for all Contractor Software installed on Hardware purchased from Contractor or subcontractors.

To the extent that any third-party Software is installed on Hardware purchased from Contractor or subcontractors, Contractor hereby grants a sublicense to said third party software for the duration of the Contract. Notwithstanding anything to the contrary found in any third-party license between Contractor and the third-party Software publisher, the State does not agree to be bound by the laws of another state or country, will not be subject to any type of arbitration, does not waive any claims or defenses including governmental or sovereign immunity, will not indemnify any third party, and does not give any third-party the ability to access the State of Michigan’s systems or facilities unless that third-party complies with all applicable State policies and procedures.

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. Support Services

6.1 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 applicable Statement of Work. 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 15 and the rates set forth in the Pricing Schedule.

7. Data Privacy and Information Security.

7.1 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 Representatives comply with all of the foregoing. In no case will the safeguards of Contractor’s data privacy and information security program be less stringent than the safeguards used by the State, and Contractor must at all times comply with all applicable State IT policies and standards, which are available at http://www.michigan.gov/dtmb/0,4568,7-150-56355_56579_56755-- -,00.html.

7.2 To the extent that Contractor has access to the State’s computer system, Contractor must comply with the State’s Acceptable Use Policy, see http://michigan.gov/cybersecurity/0,1607,7-217- 34395_34476---,00.html. All Contractor Personnel will be required, in writing, to agree to the State’s Acceptable Use Policy before accessing the State’s system. The State reserves the right to terminate Contractor’s access to the State’s system if a violation occurs.

7.3 Right of Audit by the State. Without limiting any other audit rights of the State, the State has the right to review Contractor’s data privacy and information security program prior to the commencement of Services and from time to time during the term of this Contract. During the providing of Services, on an ongoing basis from time to time and without notice, the State, at its own expense, is entitled to perform, or to have performed, an on-site audit of Contractor’s data privacy and information security program. In lieu of an on-site audit, upon request by the State, Contractor agrees to complete, within forty-five (45) calendar days of receipt, an audit questionnaire provided by the State regarding Contractor’s data privacy and information security program.

7.4 Audit Findings. With respect to State Data, Contractor must implement any required safeguards as identified by the State or by any audit of Contractor’s data privacy and information security program.

7.5 State’s Right to Termination for Deficiencies. The State reserves the right, at its sole election, to immediately terminate this Contract or the Statement of Work without limitation and without liability if the State determines that Contractor fails or has failed to meet its obligations under this Section 7.

7.6 Security Requirements for Software Hosted on Servers Purchased from and Maintained by Contractor. If the Operating Environment for the Software is hosted on servers purchased from and maintained by Contractor or a subcontractor, Contractor shall comply with the security requirements set forth in Schedule D to this Contract.

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

8.1 Contractor Personnel.

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

http://www.michigan.gov/dtmb/0,4568,7-150-56355_56579_56755---,00.html http://www.michigan.gov/dtmb/0,4568,7-150-56355_56579_56755---,00.html http://michigan.gov/cybersecurity/0,1607,7-217-34395_34476---,00.html http://michigan.gov/cybersecurity/0,1607,7-217-34395_34476---,00.html

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

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

(ii) upon request, require such Contractor Personnel to execute written agreements, in form and substance acceptable to the State, that bind such Contractor Personnel to confidentiality provisions that are at least as protective of the State’s information (including all Confidential Information) as those contained in this Contract; and

(iii) upon request, perform background checks on all Contractor Personnel prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks on Contractor Personnel. Pursuant to Michigan law, all agencies subject to IRS Pub.