210000000686.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 5 to

Contract Number MA210000000686

C O

N

TR

AC

TO

R

RECDIVIZ INC

1655 Pine Ln

Provo UT 84604

Jenn Shaw

308-760-3801 legal@recidiviz.org

VS0184112

ST

AT

E

Pr og ra m

M an ag er

Various Various

C on tr ac t Ad m in is tr at or Jarrod Barron DTMB

(517) 249-0406

BarronJ1@michigan.gov

CONTRACT SUMMARY

Criminal Justice Data Platform

INITIAL EFFECTIVE DATE

May 1, 2021

INITIAL EXPIRATION DATE

April 30, 2024

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE BEFORE

April 30, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

1 Year

EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

April 30, 2027

CURRENT VALUE

$2,933,219.00

VALUE OF CHANGE NOTICE

$1,083,219.00

ESTIMATED AGGREGATE CONTRACT VALUE

$4,016,438.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective 4/28/2026, the parties exercise an option year and add $1,083,219.00 for ongoing maintenance and support through 4/30/2027. All other terms, conditions, specifications and pricing remain the same. Per Contractor, Agency, DTMB Central Procurement and State Administrative Board approval on 4/28/2026.

CHANGE NOTICE NO. 5 TO CONTRACT NO. MA210000000686

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB David Enslin 517-930-6332 EnslinD@michigan.gov

MDOC Kevin Burtovoy 517-648-0337 BurtovoyK@michigan.gov

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

Criminal Justice Data Platform

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 1, 2021 April 30, 2024 5 - 12 Months April 30, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

1655 Pine Ln

Provo UT 84604

Jenn Shaw

308-760-3801 legal@recidiviz.org

VS0184112

RECDIVIZ INC

C O

N

TR

A C

TO

R

Jarrod Barron

517-249-0406

DTMB

Various Various

BarronJ1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 4

Contract Number MA210000000686 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

$2,933,219.00 $0.00 $2,933,219.00

DESCRIPTION

Effective 4/24/2025, the parties add the following language to the Contract:

"Accessibility Requirements. The State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted standards and procedures regarding accessibility requirements for websites, applications, content, and electronic documents. Due to a change in the law, the State is required to comply with specific accessibility standards for websites, applications, content and documents. Starting 4/24/2026, throughout the Term, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract, must comply with WCAG 2.1 Level AA."

Per Contractor, Agency, and DTMB Central Procurement approval.

AGENCY NAME PHONE EMAIL

DTMB David Enslin 517-930-6332 EnslinD@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA210000000686

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

Criminal Justice Data Platform

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 1, 2021 April 30, 2024 5 - 12 Months April 30, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

1655 Pine Ln

Provo UT 84604

Jenn Shaw

308-760-3801 legal@recidiviz.org

VS0184112

RECDIVIZ INC

C O

N

TR

A C

TO

R

Jarrod Barron

(517) 249-0406

DTMB

Various Various

BarronJ1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 3

Contract Number MA210000000686 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

12 Months April 30, 2026

$1,850,000.00 $1,083,219.00 $2,933,219.00

DESCRIPTION

Effective 2/11/2025, the State exercises an option year and adds $1,083,219.00 for the Year 5 services quoted in Contract Change Notice 2. Per Contractor, Agency, and DTMB Procurement approval.

Internal State Note: Remaining Ad Board funds after this CN: $16,780.99

DTMB David Enslin 517-930-6332 EnslinD@michigan.gov

MDOC Kevin Burtovoy 517-648-0337 BurtovoyK@michigan.gov

Program Managers for

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA210000000686

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

Criminal Justice Data Platform

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 1, 2021 April 30, 2024 5 - 12 Months April 30, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

1655 Pine Ln

Provo UT 84604

Jenn Shaw

308-760-3801 legal@recidiviz.org

VS0184112

Recidiviz Inc.

C O

N

TR

A C

TO

R

Jarrod Barron

517-249-0406

DTMB

Various Various

BarronJ1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 2

Contract Number MA210000000686 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

$1,850,000.00 $0.00 $1,850,000.00

DESCRIPTION

Effective 10/10/2024, the parties revise the Year 5 pricing to $1,083,219.00 per the attached documentation, reflecting the following changes:

A customer support team dedicated fully to Contractor’s work with Michigan;• Accounting for maintenance of and improvements to Recidiviz's existing suite of tools for MDOC, which expanded significantly in 2024 with the launch of the first tools for MDOC CFA and a new supervisor tool for MDOC FOA;

Development of classification tools for MDOC CFA to support both tool development and a policy audit effort; and

Projected cost inflation in Year 5.•

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

Internal State Note: Remaining Ad Board funds after this CN: $1,099,999.99.

DTMB David Enslin 517-930-6332 EnslinD@michigan.gov

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA210000000686

Budget Summary

Recidiviz x MDOC: Year 5 Partnership Budget

Budget Category Year 5

State Philanthropy

A. Personnel $280,350 $280,350

B. Fringe Benefits $61,257 $61,257

C. Travel $13,080 $13,080

D. Equipment $0 $0

E. Supplies $0 $0

F. Construction $0 $0

G. Subawards (Subgrants) $0 $0

H. Procurement Contracts $0 $0

I. Other $0 $0

J. Platform Costs $728,532 $728,532

$1,083,219 $1,083,219

Recidiviz x MDOC: Year 5 Partnership Budget A. Personnel

Department Position Computation

Average Salary Rate Time Worked

(# of hours, days, months, years)

Percentage of Time Total Cost

Non-State Contribution

State Request

Product Product Manager $135,000.00 yearly ( 1) 33% $44,550 $22,275 $22,275

Product Product Manager $135,000.00 yearly ( 1) 33% $44,550 $22,275 $22,275

Product Product Designer $120,000.00 yearly ( 1) 33% $39,600 $19,800 $19,800

State Engagement State Engagement Manager $131,000.00 yearly ( 1) 50% $65,500 $32,750 $32,750

Data & Research Data Analyst $131,000.00 yearly ( 1) 50% $65,500 $32,750 $32,750

Product Go-to-Market Manager $95,000.00 yearly ( 1) 100% $95,000 $47,500 $47,500

Engineering Implementation Engineer $112,000.00 yearly ( 1) 50% $56,000 $28,000 $28,000

Engineering Software Engineer $150,000.00 yearly ( 1) 50% $75,000 $37,500 $37,500

Engineering Software Engineer $150,000.00 yearly ( 1) 50% $75,000 $37,500 $37,500

Engineering Software Engineer $150,000.00 yearly ( 1) 50% $75,000 $37,500 $37,500

Total(s) $560,700 $280,350 $280,350

Narrative

The Recidiviz x MDOC scope of work is expected to require significant time for two Product Managers to facilitate new tool launches across priority areas and user groups. Tool development detailed in scope of work will be supported by software engineers, an implementation engineer, a product designer, and a data analyst. The Recidiviz x MDOC partnership will be led by a State Engagement Manager dedicating 50% of their time to the MDOC scope of work throughout the funding period. Tool rollout will be supported by a Go-to-Market Manager.

B. Fringe Benefits Position Computation

Base Rate Total Cost Non-State Contribution

State Request

Product Manager $135,000.00 21.85% $9,734 $4,867 $4,867

Product Manager $135,000.00 21.85% $9,734 $4,867 $4,867

Product Designer $120,000.00 21.85% $8,653 $4,326 $4,326

State Engagement Manager $131,000.00 21.85% $14,312 $7,156 $7,156

Data Analyst $131,000.00 21.85% $14,312 $7,156 $7,156

Go-to-Market Manager $95,000.00 21.85% $20,758 $10,379 $10,379

Implementation Engineer $112,000.00 21.85% $12,236 $6,118 $6,118

Software Engineer $150,000.00 21.85% $16,388 $8,194 $8,194

Software Engineer $150,000.00 21.85% $16,388 $8,194 $8,194

Software Engineer $150,000.00 21.85% $16,388 $8,194 $8,194

Total(s) $122,514 $61,257 $61,257 Narrative Our fringe benefits rate is 21.85% and covers the following items: FICA (7%), Worker's compensation (1.35%), Health Insurance (8.5%), Retirement (5%)

C. Travel Purpose of Travel Location Type of

Expense Basis Computation

Indicate the purpose of each trip or type of trip (training, advisory group meeting) Indicate the travel destination.

Lodging, Meals, Etc.

Per day, mile, trip, Etc.

Compute the cost of each type of expense X the number of people traveling.

Cost Quantity # of Staff

# of Trips Total Cost

Non-State Contribution

State Request

State visit for needfinding / project check-in / workflow integration

MDOC offices Transportation Round-trip $800.00 1 4 4 $12,800 $6,400 $6,400

State visit for needfinding / project check-in / workflow integration

MDOC offices Lodging Night $150.00 3 4 4 $7,200 $3,600 $3,600

State visit for needfinding / project check-in / workflow integration

MDOC offices Meals Day $45.00 3 4 4 $2,160 $1,080 $1,080

State visit for needfinding / project check-in / workflow integration

MDOC offices Local Travel Day $50.00 3 4 4 $2,400 $1,200 $1,200

State visit for needfinding / project check-in / workflow integration

MDOC offices Other Trip $100.00 1 4 4 $1,600 $800 $800

Total(s) $26,160 $13,080 $13,080

Narrative

We anticipate four trips to be necessary to build and launch the MDOC x Recidiviz scope of work throughout 2024. Each trip will involve three (4) Recidiviz staff traveling to the state department of corrections for three (3) days. Three nights of lodging are accounted for in addition to meals, airfare, and local transportation.

These visits will be used to (1) launch new tools, (2) offer trainings and conduct UXR regarding existing tools, and (3) meet with leadership to refine scope and priorities and present new concepts.

For these trips, our staff will comply with the Recidiviz written travel guidelines. Travel will occur the afternoon prior to the first day of collaborative work, and the afternoon or evening of the final day of work. Local transportation is budgeted as $50/rental car/day, with only one staff member needing to rent a vehicle per trip. Air travel and lodging costs are priced conservatively. $100 is budgeted per traveling staff member per trip for unforeseen incidentals.

D. Equipment Item Computation

List and describe each item of equipment that will be purchased Compute the cost (e.g., the number of each item to be purchased X the cost per item)

# of Items Unit Cost Total Cost Non-State

Contribution State

Request Total(s) $0 $0 $0

Narrative N/A E. Supplies

Supply Items Computation

Provide a list of the types of items to be purchased with grant funds. Describe the item and the compute the costs. Computation: The number of each item to be purchased X the cost per item.

# of Items Unit Cost Total Cost Non-State

Contribution State

Request Total(s) $0 $0 $0

Narrative F. Construction

Purpose Description of Work Computation Provide the purpose of the construction Describe the construction project(s) Compute the costs (e.g., the number of each item to be purchased X the cost per item)

# of Items Cost Total Cost Non-State

Contribution State

Request Total(s) $0 $0 $0

Narrative N/A G. Subawards (Subgrants)

Description Purpose Consultant? Computation

Total Cost Non-State

Contribution State

Request Total(s) $0 $0 $0

Consultant Travel (if necessary) N/A Purpose of Travel Location Type of Expense Computation

Indicate the purpose of each trip or type of trip (training, advisory group meeting) Indicate the travel destination. Hotel, airfare, per diem Compute the cost of each type of expense X the number of people traveling.

Cost Duration or Distance

# of Staff

Total Cost Non-State Contribution

State Request

Total $0 $0 $0

Narrative N/A

H. Procurement Contracts

Description Purpose Consultant? Computation

Total Cost Non-State

Contribution State

Request

Total(s) $0 $0 $0 Consultant Travel (if necessary) N/A

Purpose of Travel Location Type of Expense Computation

Indicate the purpose of each trip or type of trip (training, advisory group meeting) Indicate the travel destination. Hotel, airfare, per diem Compute the cost of each type of expense X the number of people traveling.

Cost Duration or Distance

# of Staff

Total Cost Non-State Contribution

State Request

Total $0 $0 $0

Narrative N/A I. Other Costs

Description Computation

List and describe items that will be paid with grants funds (e.g. rent, reproduction, telephone, janitorial, or security services, and investigative or confidential funds).

Show the basis for computation

Quantity Basis Cost Length of Time Total Cost Non-State Contribution

State Request

Total(s) $0 $0 $0

Narrative N/A J. Platform Costs

Description Computation

Base Platform Cost Rate Total Cost Non-State Contribution

State Request

Indirect Business Operations Expenses $1,830,148.00 6% $109,809 $54,905 $54,905

Engineering Platform Expenses - Existing Tool Maintenance $11,996,091.40 8% $959,688 $479,844 $479,844

Engineering Platform Expenses - New Tool Development $5,536,657.57 6% $332,200 $166,100 $166,100

Indirect Infrastructure Expenses $922,776.26 6% $55,367 $27,684 $27,684

Total(s) $1,457,064 $728,532 $728,532

Narrative Indirect business operations expenses covers the support of non-engineering elements of the organization and physical infrastructure costs.

Engineering platform expenses cover engineering platform development, inclusive of personnel resources supporting software tools. Indirect infrastructure expenses covers cloud computing and hosting costs.

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 1 to

Contract Number 210000000686

AndersonJ30@Michigan.gov

Jeff Anderson

Jarrod Barron legal@recidiviz.org

Jenn Shaw

Provo, UT 84604

Recidiviz Inc.

VS0184112

308-760-3801

1655 Pine Ln

(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

517-242-0753

DTMB

barronj1@michigan.gov

$1,000,000.00

May 1, 2021 April 30, 2024

CRIMINAL JUSTICE DATA PLATFORM

April 30, 2024

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

☒ 1 ☐ April 30, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$850,000.00 $1,850,000.00

Effective 12/19/2023, the State exercises the first of five option years, adding $850,000 for ongoing services per the attached cost table. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, DTMB Central Procurement and State Administrative Board approval on 12/19/2023.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MDOC

SCHEDULE B – UPDATED PRICING

Term Description Flat Fee

Year 4 (First option year) Annual Maintenance Fee $850,000

Year 5 (Second option year) Annual Maintenance Fee $850,000

Revision Date: 8/25/2020 1

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 210000000686 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

Recidiviz Inc.

S T

A T

E

P ro g ra m M an ag er Jeff Anderson MDOC

1655 Pine Ln

517-242-0753

Provo, UT 84604 Andersonj30@michigan.gov

Jenn Shaw

C on tr a ct

A d m in is tr at o r Sean Regan DTMB

308-760-3801 517-243-8459 legal@recidiviz.org regans@michigan.gov

VS0184112

CONTRACT SUMMARY

DESCRIPTION: Criminal Justice Data Platform

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

5/1/2021 4/30/2024 5, 1 year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $1,000,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget 525 W. Allegan, Lansing, MI 48933 P.O. Box 30026 Lansing, MI 48909

Revision Date: 8/25/2020 2

CONTRACT NO. 210000000686

FOR THE CONTRACTOR:

Recidiviz, Inc.

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

Revision Date: 8/25/2020 3

SOFTWARE TERMS AND CONDITIONS

These Terms and Conditions, together with all Schedules (including the Statement(s) of Work), Exhibits and any other applicable attachments or addenda (Collectively this “Contract”) are agreed to between the State of Michigan (the “State”) and Recidiviz, Inc. (“Contractor”), a Utah non-profit corporation. This Contract is effective on [MONTH, DAY, YEAR] (“Effective Date”), and unless terminated, will expire on [MONTH, DAY, YEAR] (the “Term”).

This Contract may be renewed for up to five (5) additional one (1) year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

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

“Acceptance” has the meaning set forth in Section 9.6.

“Acceptance Tests” means such tests as may be conducted in accordance with Section 9.1 and a 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 18.2(b).

“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.

“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 a 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 22.1.

“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 a Statement of Work.

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

Revision Date: 8/25/2020 4

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

“Contractor Hosted” means the Hosted Services are provided by Contractor or one or more of its Permitted Subcontractors.

“Contractor Personnel” means all employees of Contractor or any subcontractors or Permitted Subcontractors involved in the performance of Services hereunder.

“Contractor Project Manager” means the individual appointed by Contractor and identified in a Statement of Work to serve as the primary contact with regard to services, to monitor and coordinate the day-to-day activities of this Contract, and to perform other duties as may be further defined in this Contract, including an applicable Statement of Work.

“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 a Statement of Work and all Work Product.

“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 the fees set forth in the Pricing Schedule attached as Schedule B.

“Financial Audit Period” has the meaning set forth in Section 23.1.

“Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, encrypt, modify, copy, or otherwise harm or impede in any manner, any (i) computer, software, firmware, data, hardware, system or network, or (ii) any application or function of any of the foregoing or the integrity, use or operation of any data Processed thereby; or

(b) prevent the State or any Authorized User from accessing or using the Services as intended by this Contract, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.

“HIPAA” has the meaning set forth in Section 21.1(b)(ii).

“Hosted Services” means the hosting, management and operation of the Operating Environment, Software, other services (including support and subcontracted services), and related resources for remote electronic access and use by the State and its Authorized Users, including any services and facilities related to disaster recovery obligations.

“Implementation Plan” means the schedule included in a Statement of Work setting forth the sequence of events for the performance of Services under a Statement of Work, including the Milestones and Milestone Dates.

“Integration Testing” has the meaning set forth in Section 9.2(a).

“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.

Revision Date: 8/25/2020 5

“Key Personnel” means any Contractor Personnel identified as key personnel in the Contract.

“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 a 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 a Statement of Work.

“New Version” means any new version of the Software, including any updated Documentation, 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.

“Non-Conformity” or “Non-Conformities” 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 General 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.

“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 a Statement of Work, including such structural, functional and other features, conditions and components as hardware, operating software, system architecture, configuration, computing hardware, ancillary equipment, networking, software, firmware, databases, data, and electronic systems (including database management systems).

“PAT” means a document or product accessibility template, including any Information Technology Industry Council Voluntary Product Accessibility Template or VPAT®, that specifies how information and software products, such as websites, applications, software and associated content, conform to WCAG 2.0 Level AA.

“Permitted Subcontractor” means any third party hired by Contractor to perform Services for the State under this Contract or have access to State Data.

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

“Pricing Schedule” means the schedule attached as Schedule B.

“Process” means to perform any operation or set of operations on any data, information, material, work, expression or other content, including to (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other improvements or derivative works, (b) process, retrieve, output, consult, use, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or (c) block, erase or destroy. “Processing” and “Processed” have correlative meanings.

“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.

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“Services” means any of the services, including but not limited to, Hosted Services, Contractor is required to or otherwise does provide under this Contract.

“Service Level Agreement” means the schedule attached as Schedule D, setting forth the Support Services Contractor will provide to the State, and the parties' additional rights and obligations with respect thereto.

“Site” means the physical location designated by the State in, or in accordance with, this Contract or a Statement of Work for delivery and installation of the Software.

“Software” means Contractor’s software as set forth in a Statement of Work, and any Maintenance Releases or New Versions provided to the State.

“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, Request for Solution or Contractor’s Bid Response, if any, for such Software, or elsewhere in a Statement of Work.

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 21.1.

“State Hosted” means the Hosted Services are not provided by Contractor or one or more of its Permitted Subcontractors.

“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 Program Managers” are the individuals appointed by the State, or their designees, to (a) monitor and coordinate the day-to-day activities of this Contract; (b) co-sign off on Acceptance of the Software and other Deliverables; and (c) perform other duties as may be specified in a Statement of Work Program Managers will be identified in a Statement of Work.

“State Systems” means the information technology infrastructure, including the computers, software, databases, electronic systems (including database management systems) and networks, of the State or any of its designees.

“Statement of Work” means any statement of work entered into by the parties and incorporated into this Contract.

The initial Statement of Work is attached as Schedule A.

“Stop Work Order” has the meaning set forth in Section 15.

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

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

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

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

“Testing Period” has the meaning set forth in Section 9.1(b).

“Transition Period” has the meaning set forth in Section 16.3(a).

“Transition Responsibilities” has the meaning set forth in Section 16.3(a)(iv).

“Unauthorized Removal” has the meaning set forth in Section 2.5(b).

“Unauthorized Removal Credit” has the meaning set forth in Section 2.5(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 without the inclusion if user derived Information or additional user input.

“Warranty Period” means the ninety (90) calendar-day period commencing on the date of the State's Acceptance of the Software and for which Support Services are provided free of charge.

“WCAG 2.0 Level AA” means level AA of the World Wide Web Consortium Web Content Accessibility Guidelines version 2.0.

“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 application programming interfaces, 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. Duties of Contractor. Contractor will provide Services and Deliverables pursuant to Statement(s) of Work entered into under this Contract. Contractor will provide all Services and Deliverables in a timely, professional manner and in accordance with the terms, conditions, and Specifications set forth in this Contract and the Statement(s) of Work.

2.1. Statement of Work Requirements. No Statement of Work will be effective unless signed by each party’s Contract Administrator. The term of each Statement of Work will commence on the parties' full execution of a 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 incorporated into this Contract. The State will have the right to terminate such Statement of Work as set forth in Section 16. Contractor acknowledges 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 required.

2.2. Change Control Process. Each party may at any time request in writing (each, a “Change Request”) changes to a Statement of Work, including changes to the Services and Implementation Plan (each, a “Change”).

Upon a party’s submission of a Change Request, the parties will evaluate and may implement 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 or the State will provide 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;

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(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 a 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. Within thirty (30) Business Days following Contractor’s receipt of a Change Proposal, Contractor will by written notice to the State, approve, reject, or propose modifications to such Change Proposal. If Contractor proposes modifications, the State must modify and re-deliver the Change Proposal reflecting such modifications, or notify Contractor of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the applicable party’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 a 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, each party may, in its discretion, initiate a dispute resolution procedure.

(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 a Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its commercially reasonable 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.

2.3. Contractor Personnel.

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

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

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

(ii) upon written 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

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(iii) upon written request, or as otherwise specified in a Statement of Work, perform background checks on all Contractor Personnel prior to their assignment. 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. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018.

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

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

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

(a) Contractor Project Manager must:

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

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

(iii) be the State’s primary point of contact for communications with respect to this Contract, including with respect to giving and receiving all day-to-day approvals and consents.

(b) Contractor Project Manager must attend all regularly scheduled meetings as set forth in the Implementation Plan and will otherwise be available as set forth in a Statement of Work.

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

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

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

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

(d) Contractor will promptly replace its Contractor Project Manager on the occurrence of any event set forth in Section 2.4(c). Such replacement will be subject to the State's prior written approval.

2.5. Contractor’s Key Personnel.

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

(b) Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under Section 16.1.

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

Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Section 16, Contractor will issue to the State an amount equal to $25,000 per individual (each, an “Unauthorized Removal Credit”).

(d) Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed under Subsection 2.5(c) above: (i) is a reasonable estimate of and compensation for the anticipated or actual harm to the State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately estimate;

and (ii) may, at the State’s option, be credited or set off against any Fees or other charges payable to Contractor under this Contract.

2.6. Subcontractors. Contractor must obtain prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, before engaging any Permitted Subcontractor to provide Services to the State under this Contract. Third parties otherwise retained by Contractor to provide Contractor or other clients of contractor with services are not Permitted Subcontractors, and therefore do not require prior approval by the State. Engagement of any subcontractor or Permitted Subcontractor by Contractor does not relieve Contractor of its representations, warranties or obligations under this Contract. Without limiting the foregoing, Contractor will:

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

(b) Reserved;

(c) be responsible for all fees and expenses payable to, by or on behalf of each Permitted Subcontractor in connection with this Contract, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits; and

(d) notify the State of the location of the Permitted Subcontractor and indicate if it is located within the continental United States.

3. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

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If to State: If to Contractor:

Sean Regan 525 W. Allegan St.

Lansing, MI 48933 regans@michigan.gov 517-243-8459

Clementine Jacoby 1655 Pine Lane Provo, UT 84604 legal@recidiviz.org 650-933-7578

4. Insurance. Contractor must maintain the minimum insurances identified in the Insurance Schedule attached as Schedule C.

5. Software License.

5.1. Reserved.

5.2. Subscription License. If the Software is Contractor Hosted and Contractor is providing the State access to use its Software during the Term of the Contract only, then:

(a) Subject to the terms and conditions of the Contract, Contractor hereby grants to the State, exercisable by and through its Authorized Users, a nonexclusive, royalty-free, right and license during the Term and such additional periods, if any, as Contractor is required to perform Services under this Contract or any Statement of Work, to:

(i) access and use the Software, including in operation with other software, hardware, systems, networks and services, for the State’s business purposes, including for Processing State Data;

(ii) generate, print, copy, upload, download, store and otherwise Process all GUI, audio, visual, digital and other output, displays and other content as may result from any access to or use of the Software;

(iii) prepare, reproduce, print, download and use a reasonable number of copies of the…