220000000203.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 4 to Contract Number MA220000000203

C O

N

TR

A C

TO

R

Resultant, LLC

115 W. Allegan St., Suite 430

Lansing MI 48909

James Allen

720-445-6001 jallen@resultant.com

VS0153211

ST

A

TE

Pr og ra m

M an ag er

Various Various

C on tr ac t A dm in is tr at or Shohn Johnson DTMB

517-897-7365 johnsons155@michigan.gov

CONTRACT SUMMARY

Learning Management System

INITIAL EFFECTIVE DATE

December 16, 2021

INITIAL EXPIRATION DATE

December 15, 2026

INITIAL AVAILABLE OPTIONS

10 - 1 Year

EXPIRATION DATE

BEFORE

December 15, 2026

PAYMENT TERMS

NET 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

0 Years

REVISED EXP. DATE

CURRENT VALUE

$11,158,651.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$11,158,651.00

DESCRIPTION

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

Effective February 27, 2026, this Contract is amended to reflect updated accessibility requirements. All prior references to ADA, Accessibility, and/or WCAG 2.0 are replaced and superseded with the following language:

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.

Please note the Contract Administrator has been changed to Shohn Johnson.

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

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA220000000203

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

MDOC Heather Gay 517-243-4762 gayh@michigan.gov

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

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

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

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Learning Management System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

December 16, 2021 December 15, 2026 10 - 1 Year December 15, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

115 W. Allegan St., Suite 430

Lansing MI 48909

James Allen

720-445-6001 jallen@resultant.com

VS0153211

Resultant, LLC

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A C

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Shane Desmier

517-246-8229

DTMB

Various Various

Desmiers@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANET 45

Change Notice Number 3

Contract Number MA220000000203 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$11,158,651.00 $0.00 $11,158,651.00

DESCRIPTION

Effective August 4th, 2025, the following amendment is incorporated into this Contract per attachment below. The attachment includes pricing for upcoming year 2026. No additional funding is required.

Change in vendor contact to James Allen, jallen@resultant.com, 720-445-6001

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

mailto:jallen@resultant.com

AGENCY NAME PHONE EMAIL

MDOC Heather Gay 517-243-4762 gayh@michigan.gov

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

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA220000000203

Renewal | Mobile Guardian 25/26 Quote #006551 v1

PS_Product

Prepared by:Ship To:

State of Michigan (DOC)

P: (517) 241-5545 E: gayh@michigan.gov

E: ldoubek@resultant.com

Liliana Doubek 111 Monument Circle Suite 202 Indianapolis, IN 46204

Heather Gay 4125 W St Joe Hwy Lansing, MI 48917

P: (517) 241-5545 E: derksd@michigan.gov

David Derks 4125 W St Joe Hwy Lansing, MI 48917

State of Michigan (DOC)

Bill To: Date Issued:

06.05.2025

Expires:

07.03.2025

Renewal license

Product Details Domain Name Start Date End Date Qty Price Ext. Price

Mob ile Gua rdia n

Campus | ChromeOS | Renewal N/A 6/30/2025 6/29/2026 2500 $21.25 $53,125.00

Subtotal: $53,125.00

Quote Summary Amount

Renewal license $53,125.00

Total: $53,125.00

Page: 1 of 1Quote #006551 v1

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

220000000203Contract Number gayh@michigan.gov

Heather Gay

Jarrod Barron agreene@resultant.com

Ashleigh Greene

Lansing, MI 48909

Resultant, LLC

VS0153211

586-612-5535

115 W. Allegan St., Suite 430

(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

517-243-4762

DTMB

barronj1@michigan.gov

$11,158,651.00

December 16, 2021 December 15, 2026

LEARNING MANAGEMENT SYSTEM

December 15, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

10 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

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

☐ ☐ December 15, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $11,158,651.00

Effective May 1, 2022, this Contract is hereby amended to include updates to the Chromebook payment stream and add the Mobile Guardian under Managed Services, per the below documentation.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MDOC

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 220000000203

Heather Gay 517-243-4762 gayh@michigan.govMDOC

David Enslin 517-930-6332 Enslind@michigan.govDTMB

SCOPE OF WORK

The DTMB Security team requests the ability to granularly monitor inmate actions on the chromebooks at all times in a dashboard view. This monitoring capability is not inherently available through the Google Workspace Admin console or the Chrome Enterprise Management Accounts therefore an additional tool through Mobile Guardian is required for each device on the system. The Mobile Guardian Campus solution will allow enhanced Classroom Management tools, web filtering and an MDM toolset.

TIMELINE AND FEES

Timeline: 2 week deployment

Estimated Fees: $19.20 per device (2,500) per year. 3 year commitment for a total of $144,000.

The following language is being added:

Ordering. Contractor is not authorized to begin performance until receipt of purchase order or delivery order from the State of Michigan.

Michigan Department of Corrections Learning Management Platform –

Additional Security Features

Payment Stream for Chromebooks

For only the ordering of Chromebooks, the payment stream is as follows:

MILESTONE MILESTONE

PAYMENT

Upon issuance of delivery orders 50%

Upon successful acceptance and testing, per the Hardware Schedule.

50%

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

220000000203Contract Number

Various

Jarrod Barron agreene@resultant.com

Ashleigh Greene

Lansing, MI 48909

Resultant, LLC

VS0153211

586-612-5535

115 W. Allegan St., Suite 430

(517) 249-0406 S

T A

T E

P ro g a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

barronj1@michigan.gov

$11,158,651.00

December 16, 2021 December 15, 2026

MDOC LEARNING MANAGEMENT SYSTEM

December 15, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

10 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

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

☐ ☐ December 15, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $11,158,651.00

Effective April 1, 2022 this Contract is hereby amended to include the following changes identified in the below documentation.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement and

DTMB Central Procurement Services approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 220000000203

Heather Gay 517-243-4762 gayh@michigan.govMDOC

David Enslin 517-930-6332 Enslind@michigan.govDTMB

Updates to Resultant Contract 220000000203

1) Schedule A Statement of Work:

Adding the following language to Section 1. Background, Program Overview:

MDOC Correctional Facilities Administration’s (CFA) use of Electronic Law Library, currently LexisNexis, will also be involved in this project. There is potential to utilize the LMS for other inmate support services.

2) Schedule A Statement of Work:

Identifying the following State resources for contact purposes:

MDOC Contract Monitor Name: Edward Freeman Phone: (517) 285-5914 Email: freemane1@michigan.gov

MDOC Program Manager - ELL Name: Adrian Dirschell Phone: (517) 780-5909 Email: dirschella@michigan.gov

3) Schedule A Statement of Work:

Adding Additional MDOC Specific Requirements and the Vendor Handbook:

The Contractor/subcontractor and any staff assigned to this contract will be subject to the following security procedures:

A. No active warrants or pending charges on any staff assigned to this contract.

B. MDOC reserves the right to approve, decline, or remove Contractor and subcontractor staff from providing services on this Contract.

C. Not under investigation or under disciplinary action of the Michigan Department of Licensing and

Regulatory Affairs.

D. Has not engaged in sexual abuse in a prison, jail, lockup, community confinement facility, juvenile facility or other institution as defined in 42 U.S.C. 1997.

E. Has not been convicted of engaging in, attempting to engage in or conspiracy to engage in sexual activity facilitated by force, overt or implied threats of force or coercion, or if the victim did not consent or was unable to consent or refuse.

F. Has not been civilly or administratively adjudicated to have engaged in the activity described in

Number E. above.

G. The MDOC may investigate the Contractor/subcontractor’s personnel before they may have access to MDOC facilities and systems. The scope of the background check is at the discretion of the MDOC and the results will be used to determine Contractor/Subcontractor’s personnel eligibility for working within MDOC facilities and systems. The investigations will include Michigan State Police Background checks (ICHAT) and the Law Enforcement Information Network (LEIN) and may include the National Crime Information Center (NCIC). Proposed Contractor/subcontractor personnel may be required to complete and submit an Rl-8 Fingerprint Card for the NCIC Fingerprint Check. Any request for background checks will be initiated by the MDOC and will be reasonably related to the type of work requested.

H. The Contractor/subcontractor’s personnel must be LEIN cleared and received written approval from the MDOC’s Program Manager and Contract Manager initially and annually by MDOC prior to any work with MDOC offenders. Any Contractor/subcontractor staff with an identified felony conviction must receive approval through the MDOC Deputy Director or designee.

I. A completed LEIN Information Form for each staff assigned to the contract must be sent to the

MDOC-PMCD-FOA-LEINS@michigan.gov and approved by MDOC prior to Contractor/subcontractor’s personnel working with MDOC offenders and annually following approval. There is no cost associated with the LEIN. The LEIN form will be provided to the Contract awardee(s).

J. The Contractor/subcontractor must document if a Contractor/subcontractor’s personnel assigned to the Contract is related to or acquainted with an offender incarcerated and under the jurisdiction of the MDOC. For Contractor/subcontractor’s personnel who are related to or acquainted with an offender, the Contractor/subcontractor’s staff member must complete the Offender Contact Exception Request (CAJ-202) and submit it to the MDOC Program Manager or designee. The Contractor must ensure its personnel and subcontractor’s personnel complete the form and notify the MDOC Program Manager of any changes throughout the contract term.

K. The Contractor/subcontractor’s personnel will be required to enter State facilities. The State may require the Contractor/subcontractor’s personnel to wear State-issued identification badges.

L. The Contractor/subcontractor’s personnel must anticipate delays when visiting any correctional facility due to issues within the facility.

M. The Contractor/subcontractor’s personnel must comply with the State's security and acceptable use policies for State IT equipment and resources. See http://www.michigan.gov/dtmb/0,4568,7-150- 56355_56579_56755---,00.html. Contractor/subcontractor personnel must also agree to the State's security and acceptable use policies before the Contractor/subcontractor personnel will be accepted as a resource to perform work for the State. The Contractor must present these documents to prospective Contractor/subcontractor personnel before the Contractor/subcontractor presents the individual to the State as a proposed resource. Contractor/subcontractor personnel must comply with all physical security procedures in place within the facilities where they are working.

N. The MDOC reserves the right to deny access to any correctional facility to anyone who fails to comply with any applicable State, Federal, or local law, ordinance or regulation or whose presence may compromise the security of the facility, its offenders, or staff. Weapons, alcoholic beverages, poison, and prescription drugs and controlled substances without written certification of needs from a licensed physician (does not include medical supplies for the facility), cellular devices, cameras, and audio or visual recording devices are prohibited from being brought into all MDOC correctional facilities. Tobacco products and smoking also are prohibited both inside a correctional facility and on facility grounds except as specifically authorized by MDOC policy. Wardens may prohibit other items from being brought into their respective correctional facilities.

O. Security is the facility’s first priority and the Contractor/subcontractor and its personnel must be responsive and respectful of these needs.

P. The Contractor/subcontractor and its personnel must comply with and cooperate with all correctional facility rules, procedures and processes as well as State and federal laws.

Contractor/subcontractor personnel must ensure that they are complying with all facility rules and regulations including, but not limited to, dress code and items allowed to be possessed.

Q. The Contractor/subcontractor personnel must follow the facility entry, exit, manifest process, including the following:

mailto:MDOC-PMCD-FOA-LEINS@michigan.gov 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

1. The Contractor/subcontractor personnel will receive an orientation and training by the MDOC on security, procedures, etc., inside the correctional facility. The Contractor must maintain a copy of the Contractor/subcontractor personnel’s training certificates in the appropriate file for auditing purposes.

2. The Contractor/subcontractor personnel must follow all MDOC rules, procedures and security processes at all times.

3. The Contractor must ensure that all Contractor/subcontractor personnel working in a correctional facility are familiar and in compliance with the necessary routines and increased awareness of working inside a facility. Working inside the facility requires that the Contractor/subcontractor personnel develop positive and cooperative relationships with MDOC facility staff.

4. The Contractor/subcontractor personnel must report any concerns, issues, or rule violations to the MDOC facility staff immediately.

5. The Contractor/subcontractor personnel must use the MDOC facility staff as a resource for questions and guidance working with prisoners and inside a correctional facility.

6. The Contractor/subcontractor personnel must defer to MDOC correctional facility staff for directions. The Contractor/subcontractor personnel must remember they are a guest in the facility and that security is the first priority of the facility.

Vendor Handbook

- The Contractor will require all its employees working inside an MDOC correctional facility to read and sign the MDOC Vendor Handbook upon award of Contract. The purpose of the MDOC Vendor Handbook is to provide the Contractor with general information regarding basic requirements of working within the MDOC, provide notice of work rules, and consequences of rule violations. The awarded Contractor must provide copies of each signed Employee Acknowledgement to the MDOC Program Manager at the completion of the employee’s orientation.

4) Schedule B, Pricing:

Revise the Shipping Cost to include: $6,000 total shipping cost for up to 2000 devices

5) Terms and Conditions:

Add Invoicing language below to section 12. Invoices and Payment:

1. The Contractor will submit properly itemized invoices for completed and accepted work only to:

DTMB – Financial Services Accounts Payable P.O. Box 30026 Lansing, MI 48909 or

DTMB-Accounts-Payable@michigan.gov mailto:DTMB-Accounts-Payable@michigan.gov

2. Invoices must provide and itemize, as applicable:

a. Contract number

b. Delivery order number

c. Contractor name, address, phone number, and Federal Tax Identification Number.

d. Description of deliverables completed

e. Date(s) of delivery and/or date(s) of installation and setup

f. Price for each item

h. Net invoice price for each item

i. Shipping costs, if applicable.

j. Every three months, the LOA Analysis will be submitted with the Monthly Managed Services charge state.

k. Total invoice price

Incorrect or incomplete invoices will be returned to Contractor for correction and reissue.

Hardware Schedule

1. Definitions. All initial capitalized terms in this Schedule that are not defined herein shall have the respective meanings given to them in the Contract. For the purposes of this Schedule, the following term has the following meaning:

a. “Hardware” means all hardware required to be supplied by Contractor, including but not limited to all Chromebooks and accessories, and IT system hardware.

2. Hardware. Contractor must provide fully functioning Hardware that fully integrates with the Software.

3. Delivery. Contractor must deliver the Hardware to the locations designated by the State by the delivery date specified in the Statement of Work. Five days prior to the actual delivery date, Contractor must give written notice to the State specifying the precise delivery date and time. Contractor must pay all costs associated with replacing any item damaged in transit to the final destination. Contractor acknowledges that no item will be considered delivered on the delivery date if it is damaged or otherwise not ready for the State to begin its acceptance procedures. Contractor must, at a minimum, package the Hardware according to industry standards and include a packing slip with each shipment. Contractor must also arrange for any rigging and drayage necessary to deliver the Hardware. All costs associated with packaging, shipping, transportation, delivery and insurance are to be borne by Contractor.

4. Installation, Integration and Configuration.

a. Contractor must unpack, assemble, install, integrate, interconnect, and configure all the Hardware at the locations specified in the Statement of Work. Where necessary to complete installation, Contractor must provide all required moving and installation resources, including but not limited to personnel, packing material, and floor protection panels as necessary. After completing installation, Contractor must provide the State with written notification that the Hardware is ready for use.

b. Contractor must supply all materials required to complete the assembly, installation, integration, interconnection, and configuration of the Hardware at the locations specified in the Statement of Work so that they are ready for use and acceptance, including providing and setting up all required connections to the power supply and any other necessary cables and any other accessories or supplies.

c. Contractor must leave all work areas clean once installation is complete, which includes removing and disposing of all packing materials.

d. Unless otherwise provided for in the Pricing Schedule, all costs associated with the installation services described in this Section are to be borne by Contractor.

5. Documentation. Contractor must provide to the State all end-user documentation for the Hardware. The documentation, at a minimum, must include all the documentation available to consumers from the manufacturer of the Hardware about the technical specifications of the Hardware, installation requirements, and operating instructions, as well as details about the software programs with which the Hardware functions.

6. Acceptance. The section applies generally to the acceptance of Hardware but is subject to the more specific testing and acceptance, if any, in the Statement of Work if the Hardware being tested is part of the testing process involving Software.

a. The Hardware is subject to inspection and acceptance by the State. As part of its acceptance process, the State may test any function of the Hardware to determine whether they meet the requirements set forth in the Statement of Work. If the Hardware does not meet the requirements set forth in the Statement of Work, the State may reject the Hardware or require that they be corrected at Contractor's sole cost and expense before accepting them.

b. Acceptance by the State does not relieve Contractor of its responsibility for defects in the Hardware or other failures to meet the requirements of the Statement of Work or of its support and maintenance obligations.

c. Unless otherwise specified in the Statement of Work, the procedure for acceptance will be as stated in the Contract for non-Software deliverables.

7. Support and Warranty for Hardware.

a. Contractor will provide maintenance and support of the Hardware includes a period of one-year from the date of order

b. Contractor will provide and assign or otherwise transfer to the State or its designee and manufacturer’s warranties regarding all Hardware or as otherwise provided for in the Contract.

8. Hardware Further Representations and Warranties. Contractor represents and warrants that:

a. all Hardware is delivered free from any security interest, lien, or encumbrance and will continue in that respect;

b. the Hardware will not infringe the patent, trademark, copyright, trade secret, or other proprietary rights of any third party;

9. Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to Hardware remains with Contractor. Contractor is responsible for filing, processing, and collecting all damage claims. The State will record and report to Contractor any evidence of visible damage. If the State rejects the Hardware, Contractor must remove them from the premises within 10 calendar days after notification of rejection. The risk of loss of rejected or non-conforming Hardware remains with Contractor.

Rejected Hardware not removed by Contractor within 10 calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of it as its own property. Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or disposition of rejected Hardware. Title passes to the State upon final acceptance of the Hardware.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000000203 .

between

THE STATE OF MICHIGAN

and

C O

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Resultant

ST

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Pr og an ag er

Heather Gay MDOC

115 W. Allegan St., Suite 430 517-243-4762

Lansing, MI 48909 gayh@michigan.gov

Ashleigh Greene

C on tra ct

Ad in is tra to r Jarrod Barron DTMB

586-612-5535 517-243-8459 agreene@resultant.com Barronj1@michigan.gov

VS0153211

DESCRIPTION: MDOC Learning Management System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

12/16/2021 12/15/2026 10, 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 $11,158,651.00

STATE OF MICHIGAN PROCUREMENT

525 W. Allegan, Lansing, MI 48933 P.O. Box 30026 Lansing, MI 48909

CONTRACT NO. 220000000203

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

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 Resultant (“Contractor”). This Contract is effective on December 16, 2021 (“Effective Date”), and unless terminated, will expire on December 15, 2026 (the “Term”).

This Contract may be renewed for up to 10 additional 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.

“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 17.2(b).

“Approved Third Party Components” means all third party components, including Open-Source Components, that are included in or used in connection with the Software and are specifically identified by Contractor in the Contractor’s Bid Response or as part of the State’s Security Accreditation Process defined in Schedule E – Data Security Schedule.

“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.

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

“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.

“Customization” means State-specific changes to the Software's underlying Source Code or structural data model changes.

“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.

“Deposit Material” refers to material required to be deposited pursuant to Section 28.

“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.

“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.

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

“Loss or Losses” means all losses, including but not limited to, 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 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.

“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.

“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.

“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 and any Customizations or Configurations made by or for the State pursuant to this Contract, and all copies of the foregoing permitted under this Contract.

“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, CPC 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.

“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.

“Transition Responsibilities” has the meaning set forth in Section 16.3.

“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 Customizations, 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.

1.1 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 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.

1.2 Change Control Process. The State 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 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 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. 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 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, the State may, in its discretion:

(i) require Contractor to perform the Services under a 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 a Statement of Work, terminate this Contract under Section 16.1.

(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 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.

1.3 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 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, or as otherwise specified in a Statement of Work, 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. 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.