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

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Asset Inventory Management – MSP

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 22, 2023 February 21, 2025 5 - 1 Year February 21, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

220 E Las Colinas Blvd.

Mandalay Tower 1, Suite 400

Irving TX 75039

Tim Garcia

214-596-0603 tgarcia@apptricity.com

VS0229070

Apptricity Corporation

C O

N

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A C

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Robin Lampert

517-582-2746

DTMB

Various Various

LampertR1@michigan.gov

C on tr ac t A dm in is tr at or

Pr og ra m

M an ag er

ST

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N/ANET 45

Change Notice Number 6

Contract Number MA220000000906 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

$5,071,954.60 $0.00 $5,071,954.60

DESCRIPTION

Effective 10/31/2025, the contract is amended to incorporate the below updated ADA Compliance Language. This language replaces, in its entirety, the previous WCAG 2.0 Level AA language. No additional funding is required. All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

Updated ADA Compliance Language:

2. ADA COMPLIANCE:

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.

AGENCY NAME PHONE EMAIL

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

MSP Michelle Woolf 517-614-7821 WoolfM1@michigan.gov

MSP Andrew Richards 517-242-2560 RichardsA4@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 6 TO CONTRACT NO. MA220000000906

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

Asset Inventory Management – MSP

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 22, 2023 February 21, 2025 5 - 1 Year February 21, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

220 E Las Colinas Blvd.

Mandalay Tower 1, Suite 400

Irving TX 75039

Tim Garcia

214-596-0603 tgarcia@apptricity.com

VS0229070

Apptricity Corporation

C O

N

TR

A C

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Tony Edgecomb

517-449-6419

DTMB

Various Various

EdgecombT@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANET 45

Change Notice Number 5

Contract Number MA220000000906 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

$4,337,631.40 $734,323.20 $5,071,954.60

DESCRIPTION

Effective 9/11/2025, this Contract is increased by $734,323.20 to cover annual software and maintenance costs for Year 2 ($367,161.60) and Year 3 ($367,161.60). Reference Change Notice 2 Statement of Work for agreed upon pricing.

Please note the Program Manager has been changed to Andrew Richards.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on 9/11/2025.

MSP Michelle Woolf 517-614-7821 WoolfM1@michigan.gov

MSP Andrew Richards 517-242-2560 RichardsA4@michigan.gov

Program Managers for

CHANGE NOTICE NO. 5 TO CONTRACT NO. MA220000000906

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

Asset Inventory Management – MSP

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 22, 2023 February 21, 2025 5 - 12 Months February 21, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

220 E Las Colinas Blvd.

Mandalay Tower 1, Suite 400

Irving TX 75039

Tim Garcia

214-596-0603 tgarcia@apptricity.com

VS0229070

Apptricity Corporation

C O

N

TR

A C

TO

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Tony Edgecomb

517-449-6419

DTMB

Various Various edgecombt@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 4

Contract Number MA220000000906 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

$3,396,809.00 $940,822.40 $4,337,631.40

DESCRIPTION

Effective April 9, 2025, this Contract is increased by $940,822.40 for Michigan State Police (MSP) use.

All other terms, conditions, specifications and pricing remain the same. Per Contractor, agency, and DTMB Central Procurement approval and State Administrative Board Approval on April 8, 2025.

MSP Michelle Woolf 517-614-7821 WoolfM1@michigan.gov

MSP Coreen Williams 517-2429406 WilliamsC55@michigan.gov

Program Managers for

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA220000000906

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

Asset Inventory Management – MSP

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 22, 2023 February 21, 2025 5 - 12 Months February 21, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

220 E Las Colinas Blvd.

Mandalay Tower 1, Suite 400

Irving TX 75039

Tim Garcia

214-596-0603 tgarcia@apptricity.com

VS0229070

Apptricity Corporation

C O

N

TR

A C

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Kristine Mills

517-242-6402

DTMB

Various Various millsk11@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 3

Contract Number MA220000000906 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

24 Months February 21, 2027

$3,396,809.00 $0.00 $3,396,809.00

DESCRIPTION

Effective 2/19/2025, the State is exercising two option years. The revised contract expiration date is 02/21/2027.

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

MSP Coreen Williams 517-2429406 WilliamsC55@michigan.gov

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

MSP Michelle Woolf 517-614-7821 WoolfM1@michigan.gov

Program Managers for

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA220000000906

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

Asset Inventory Management – MSP

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 22, 2023 February 21, 2025 5 - 12 Months February 21, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

220 E Las Colinas Blvd.

Mandalay Tower 1, Suite 400

Irving TX 75039

Tim Garcia

214-596-0603 tgarcia@apptricity.com

VS0229070

Apptricity Corporation

C O

N

TR

A C

TO

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Jeremy Lyon

517-230-2858

DTMB

Various Various lyonj5@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 2

Contract Number MA220000000906 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

$2,789,022.40 $607,786.60 $3,396,809.00

DESCRIPTION

Effective 9/10/2024, the parties add $607,786.60 for Fleet Management Software system services detailed in the attached Statement of Work. All other terms, conditions, specifications, and pricing remain the same. Per Contractor, Agency, DTMB Procurement and State Administrative Board approval on 9/10/2024.

Available Ad Board funds after this change notice is $249,999.99

MSP Coreen Williams 517-242-9406 WilliamsC55@Michigan.gov

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

MSP Michelle Woolf 517-614-7821 WoolfM1@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA220000000906

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

AIMS Vehicle Telematics

Period of Coverage:

9/1/2024 – 9/30/2027

Requesting Department:

Michigan State Police

Date:

8/16/2024

Agency Program Manager:

Monica Smith

Phone:

517-614-7926

DTMB Program Manager:

Jim Coggin

Phone:

517-243-5265

Brief description of services to be provided:

BACKGROUND:

The MSP Fleet Unit manages the largest fleet in the state consisting of approximately 2,350 vehicles. The unit’s current management system is outdated and involves centralizing data from multiple systems via manual data entry and tracking in Microsoft Excel. Moving to a consolidated, cloud-based fleet management system will support the department’s strategic direction by modernizing current fleet management technology, providing geofencing capabilities to improve vehicle tracking, providing real-time vehicle mechanic and dynamics monitoring, and creating administrative efficiencies leading to cost savings.

PROJECT OBJECTIVE:

Amend the current contract to add scope and funding for the Vehicle Telematics to be implemented in MSP.

SCOPE OF WORK:

Apptricity Corportation (Apptricity) will provide SaaS – Apptricity Asset Management V7, Private Cloud Hosted to the MSP Fleet Unit. This includes all software and maintenance, training, implementation, and IOT hardware devices. Apptricity will host the production server on a private FedRamp High SaaS Cloud Single Tenant Server, provide a separate staging server at no additional cost, provide 1-hour incremental backups and full monthly backups, and provide an annual backup of data to MSP at no charge.

TASKS:

Technical support is required to assist with the following tasks:

• Mobile Access

• LTE Monthly Data Communication

• Maintenance Standard Support

• Installation of Production Server, Staging Server and standard application configuration

• Migrate data from Assetworks, Fleet View, and Excel

DELIVERABLES:

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

• Software and Maintenance:

o Apptricity Asset Management Back Office Concurrent User Licenses (Qty 50) o Apptricity Mobile User Licenses (Qty 50) o Professional Reporting User Licenses (Qty 3) o Mobile Access o LTE Monthly Data Communication o Maintenance Standard Support

• Training:

o End User Application Training Class o System Administration – Asset Management o Professional Reporting

• Implementation:

o Install Production Server, Staging Server and standard application configuration o Migrate data from Assetworks, Fleet View, and Excel import into new system

• Hardware Devices:

o RTLS-ODBII Hardware Device LTE (Quantity 2,350)

ACCEPTANCE CRITERIA:

The Business Owner will complete User Acceptance Testing based on the following requirements:

1. The system must allow a user to enter/remove a vehicle into/from the fleet with vehicle details to be defined.

2. The system must allow a user to associate a vehicle to an employee or work unit.

3. The system must provide a vehicle’s location.

4. The system must report vehicle service needs such as if a vehicle needs an oil change or maintenance.

5. The system must provide reports to administrators regarding vehicles in a specific location, vehicle details, vehicles needing service, etc.

6. The system must allow the State to migrate the data from Assetworks, Fleet

View, and Excel.

7. The system must allow users to upload word documents, PDFs, and Excel workbooks.

PROJECT CONTROL AND REPORTS:

The parties will incorporate the reporting related to this project into the existing project management reporting process, and the Contractor Project Manager will monitor project implementation progress and report on a weekly basis to the State’s Project Manager the following (same items as in the existing contract):

• Progress to complete milestones, comparing forecasted completion dates to planned and actual completion dates.

• Accomplishments during the reporting period, what was worked on and what was completed during the current reporting period.

• Indicate the number of hours expended during the past week, and the cumulative total to date for the project. Also, state whether the remaining hours are sufficient to complete the project.

• Tasks planned for the next reporting period • Identify any existing issues which are impacting the project and the steps being taken to address those issues.

• Identify any new risks and describe progress in mitigating high impact/high probability risks previously identified.

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

SPECIFIC DEPARTMENT STANDARDS:

The vendor must comply with State of Michigan Standards, Procedures, and Policies.

PAYMENT SCHEDULE:

The table below summarizes the project cost. See attached quote for detailed breakdown.

Year Deliverables Cost Year 1 Implementation, Hardware, and Software Cost $607,786.60 Year 2 Annual Software Cost $367,161.60 Year 3 Annual Software Cost $367,161.60

Contractor may invoice the State $607,786.60 after the State has formally accepted all deliverables. In the event, the State opts to continue using the system in future years, the Year 2 and Year 3 software costs will be $367,161.60 annually.

Payment will be made on a satisfactory acceptance of each deliverable basis. DTMB will pay CONTRACTOR upon receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order not more often than monthly. DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date and must be approved by the Agency and DTMB Project Manager prior to payment.

The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees. When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense.

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

EXPENSES:

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

PROJECT CONTACTS:

The designated Agency Program Manager is:

Monica Smith Michigan State Police Information Technology Division 7501 Harris Drive Dimondale, MI 48821 517-614-7926 SmithM149@michigan.gov

The designated DTMB Program Manager is:

Jim Coggin Department of Technology, Management, and Budget Agency Services supporting Michigan State Police (MSP) 7501 Harris Drive Dimondale, MI 48821 Phone: 517.243.5265 Cogginj@michigan.gov

AGENCY RESPONSIBILITIES:

The MSP is responsible for User Acceptance Testing.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at: Remote/in person at MSP Headquarters where required.

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing.

No overtime will be permitted.

PROJECT PLAN:

The parties will revise the existing Asset Inventory System (AIMS) project plan to incorporate this project.

Apptricity Corporation MSP Fleet Final 08062024

Apptricity Corporation, 220 E. Las Colinas Blvd., Tower 1 Suite 400, Irving Texas

(O) 214.596.0601, (F) 214.602.4707

Apptricity Corporation -

SaaS - Apptricity Asset Management V7, Private Cloud Hosted

Software License Unit Cost Quantity Total

Apptricity Asset Management Back Office Concurrent User, $1,813.60 50 $90,680.00 Apptricity Mobile User - Named User -Included $0.00 50 $0.00 Mobile AccessUser Fee $80.00 0 $0.00 Apptricity Professional Reporting - 3 User License $12,000.00 1 $12,000.00

FedRamp High Hosting Service, includes staging server $28,000.00 1 $28,000.00 LTE Monthly Data Communication Fee - Annual Fee $96.00 2350 $225,600.00 Maintenance Standard Support (12%) of License Fee $10,881.60 1 $10,881.60 Maintenance Standard Support (18%) of License Fee $16,322.40 1 TBD Total Software and Maintenance Fee $367,161.60

Training End User Application Training Class - (Apptricity University) 2,500.00$ 1 Included System Administration - Asset Mangement (Apptricity University) 2,500.00$ 1 Included Professional Reporting (Apptricity University) 2,500.00$ 1 Included

Implementation - Implementation

Install Production Server,Staging Server and standard application configuration 1 25,000.00$ Integration into Assetworks Fleet view and excel import 10,000.00$

35,000.00$ IOT Hardware Devices

RTLS - ODBII Hardware Device LTE 87.50$ 2350 205,625.00$ Total Hardware Cost 205,625.00$

One Year Cost: Implementation, Hardware, and Software Cost 607,786.60$ Year 2 Annual Software Cost 367,161.60$ Year 3 Annual Software Cost 367,161.60$

Notes:

Apptricity will host The Production Server on a private FedRamp High SaaS Cloud Single Tenant Server Apptricity will provide separate staging server at no addional cost Apptricity provides 1 hr incremental backups and full monthly backups Apptricity will provide an annual back up of data to MSP at no charge

MSP - Fleet 08062024 - Final

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 220000000906

Various

Jarrod Barron tgarcia@apptricity.com

Tim Garcia

Irving, TX 75039

Apptricity Corporation

VS0229070

214-596-0603

220 E Las Colinas Blvd. , Mandalay Tower 1, Suite 400

(517) 249-0406 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

barronj1@michigan.gov

$2,789,022.40

February 22, 2023 February 21, 2025

ASSET INVENTORY MANAGEMENT – MSP

February 21, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ February 21, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $2,789,022.40

Effective 7/26/2023, the parties add the items listed in the attached Cost Tables to the contract. The State hereby purchases 100 cables, 100 antennas and 1 printer at the pricing listed, utlizing a portion of its credit balance. All other terms, conditions, specifications, and pricing remain the same. Per Contractor, Agency, and DTMB Procurement approval. Remaining Ad Board balance after this change: $249,999.99.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MSP

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 220000000906

Coreen Williams 517-242-9406 WilliamsC55@Michigan.govMSP

Jim Coggin 517-243-5265 CogginJ@michigan.govDTMB

COST TABLES

The cable and antenna pricing below will be firm through the end of the contract:

Item Description Qty Price Total

550-360-008 550-208-550

Antenna Extension Cable - 8' RFID Antenna

25.00 35.00

2,500.00 3,500.00

The printer pricing below will be firm for one year from the effective date of this contract change no�ce:

Item Description Qty Price Total

550-400-411 Zebra ZT411 RFID Industrial On-Metal Printer 1 3,300.00 3,300.00

CO

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NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000000906

between

THE STATE OF MICHIGAN

and

CONTRACT SUMMARY

DESCRIPTION: Asset Inventory Management – MSP

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL

AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE CHANGE(S) NOTED

BELOW

2/22/2023 2/21/2025 5, 1 Years Options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $2,789,022.40

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 320 S. Walnut St.

Lansing, MI 48933

Apptricity Corporation 220 E Las Colinas Blvd.

Mandalay Tower 1, Suite 400 Irving, TX 75039

Tim Garcia

214-596-0603 tgarcia@apptricity.com

VS0229070

Pr og ra

M an ag er

Coreen Williams MSP

517-242-9406

WilliamsC55@michigan.gov

C on tra ct

Ad in is tra to r Jarrod Barron DTMB - CPS

517-249-0406 BarronJ1@michigan.gov mailto:tgarcia@apptricity.com mailto:WilliamsC55@michigan.gov

CONTRACT NO. 220000000906

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

Michigan.gov/MiProcurement

Revision Date: 4/22/2021

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 Apptricity Corporation (“Contractor”), a Delaware Corporation. This Contract is effective on February, 22, 2023 (“Effective Date”), and unless terminated, will expire on February, 21st, 2025 (the “Term”).

This Contract is for a two (2) year base period and may be renewed for five (5), one (1) year option 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

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

“Deliverables” means the Software and Hardware, 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 and Hardware.

“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.

“Hardware” means all Hardware, as described in a Statement of Work, that is required or otherwise is supplied by Contractor.

“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 or Hardware, as applicable.

“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, Request for Proposal 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

“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 of 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.

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 that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work (including the Implementation Plan and all Milestone Dates) is strictly required.

2.2 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.

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 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. 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, 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.

(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…