Michigan.gov/MiProcurement

Version 2021-1 1 of 5

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Ellab, Inc.

Period of Coverage:

06/01/2025 - 05/31/2026

Requesting Department:

MDHHS

Agency Project Manager:

Doug Alcott

Phone:

517-243-4264

DTMB Project Manager:

Lina Alarie

Phone:

517-881-1198

Brief description of services to be provided:

BACKGROUND: Hanwell is part of the Ellab group. Hanwell is a dynamic system with solutions for monitoring, collecting, and transferring data. EMS is a scalable and offers a contemporary browser-based user interface. This enables the data from both Hanwell Pro and IceSpy hardware to be seamlessly fed into one system, providing an industry leading software and hardware combination. There are a variety of options to ensure data can be collected from multiple areas and locations, meanwhile transferring the data to the EMS software for storage, analysis, and reporting. Monitoring the systems protect the most valuable products by precisely measuring environments throughout industries including pharmaceutical, biotechnology, healthcare, food, and industrial.

PROJECT OBJECTIVE: The business needs to have the vendor perform recalibrations on the sensors. Ellab will perform calibrations of the Hanwell system at the customer site.

SCOPE OF WORK: This is annual recalibration maintenance that needs to be performed on the temperature sensors.

TASKS:

Technical support is required to assist with the following tasks:

DELIVERABLES:

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

ACCEPTANCE CRITERIA: Acceptance criteria as defined in Contract NO: 230000000961

Version 2021-1 2 of 5

PROJECT CONTROL AND REPORTS:

A report will be provided to MDHHS and DTMB on the status of the Calibrations and the projected completion date.

SPECIFIC DEPARTMENT STANDARDS:

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

PAYMENT DETAILS:

Payment will be made on an annual basis. DTMB will pay the Vendor upon receipt of properly completed invoices which shall be submitted to the billing address on the State issued purchase order not more often than monthly. All invoices should reflect actual work completed by payment date and must be approved by the Agency and DTMB Project Manager prior to payment. DTMB will coordinate obtaining approvals. The invoices shall document to the State’s satisfaction.

• Project name

• Category of work performed (maintenance and operations, support and/or enhancements

• A description of the work performed,

• The timeframe when the work was performed,

• The purchase order number,

• An invoice number,

• The invoice date, and

• The amount to be paid.

Payment shall be considered timely if made by the DTMB within 45 days after receipt of properly completed invoices.

Please note that the invoice shall be sent to dtmb-accounts-payable@michigan.gov.

EXPENSES:

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

Version 2021-1 3 of 5

PROJECT CONTACTS:

The designated DTMB Project Manager is:

Lina Alarie

Michigan Department of Technology, Management and Budget, Agency Service Grand Tower Building, 9th Floor 235 S Grand Avenue Lansing, MI 48933 Phone:517-881-1198 Email:alariel1@michigan.gov

The designated Contract Administrator is:

Todd Huhn Department of Technology Management and Budget (DTMB) Office of Financial Services | IT Procurement Elliot – Larsen Building 320 S. Walnut Lansing, MI 48820 Phone: 517-335-0954 Email: HuhnT@michigan.gov

Version 2021-1 4 of 5

CN2 Schedule B – Pricing Update

Table A – Option Year Pricing*

Annual Fees Subscription Based - Product Name

Annual Fee Annual Enterprise Licensing

– Unlimited Number of Users

Hosted Server $5,774.00 Up to 200 transmitters

Mobile App $723

*if exercised, Option years cover, 6/1/2026 – 5/31/2027, 6/1/2027-5/31/2028

Version 2021-1 5 of 5

2025 Calibration Pricing

Quantity Description Price Each

Investment

56 Single Thermocouple Sensor Unit:

Traceable Calibration

One temperature sensor. 1 point per sensor at point of use

$165 $9,240

2 Dual Thermocouple Sensor Unit: Traceable Calibration

Two temperature sensors. 1 point

$272 $544

22 Temperature & Relative Humidity Traceable Calibration

One dual channel sensor. 1 point per channel at point of use

$272 $5,984

Battery Replacements:

IceSpy Battery Installation:

80 Lithium Battery AA 1.5V for IceSpy series units

$17 $1,360

Travel Overview:

Ellab Service Center Location: Nashua, NH 2 Anticipated number of trips required (Per Team)

7 Anticipated accumulated on-site labor days

Investment Breakdown:

On-Site Traceable Calibrations: P/N 34200001 $15,678

Batteries and Replacement: $1,360

Shipping and Handling: $50

Total Estimated Investment: $17,178

Calibration cost for additional years will be no greater than a 10% increase over the prior year. A quote must be sent to the Project Manager for review and approval prior to the start of the calibration work.

Calibration specification are addressed in Schedule D, 5. of the base contract.

Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 230000000961.

to

Contract Number 1.

C O

N T

R A

C T

O R

Ellab Inc

S T

A T

E P ro g ra m M an ag er

Nick Norcross DTMB

303 E. 17TH Ave, Ste 10 517-241-3131

Denver, Colorado 80203 norcrossn@michigan.gov

Tim Paymaster

C o nt ra ct A dm in is tr at o r Todd Huhn DTMB

303-425-3370 Phone Number tp@ellab.com huhnt@michigan.gov

VS0252742

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management and Budget 320 S. Walnut, Lansing, MI 48913

P.O. Box 30023, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: State Hospital Refrigerator Thermometers

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

06/01/2023 05/31/2026 2 1-year 05/31/2026

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Payment Request (PRC) Other Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$17,541.30 $97,187.00 $114,728.00 DESCRIPTION: Adding SOW for Hardware and Software needed for the project; addition in co is to cover the cost of the SOW.

Recommendation: R2253H Rev. 2 Date: 02-Jun-2023

Created By: JPD

The Hanwell IceSpy:

software to protect your most important items.

Transmit range is excellent. Approximately 1,000ft line-of-site. Ensuring data reception even from the hardest to reach locations.

Battery and memory backup located on both transmitters and receivers for redundancy.

Flexible software installation anywhere from a PC, Server, or Cloud.

Transmitters and Sensors: Designed with a variety of sensors to meet specific application needs.

Each sensor and hardware choice are made with accuracy and reliability in mind.

Environmental monitoring conditions available:

Temperature Humidity Door switches

Voltage: 4-20mA, 0-1V, 0-5V, 0-10V for attaching to external sensors to incorporate data into software.

Hanwell EMS Software:

Hanwell is a dynamic system with solutions for monitoring, collecting, and transferring data.

EMS is a scalable and offers a contemporary browser-based user interface. This enables the data from both Hanwell Pro and IceSpy hardware to be seamlessly fed into one system, providing an industry leading software and hardware combination. There are a variety of options to ensure data can be collected from multiple areas and locations, meanwhile transferring the data to the EMS software for storage, analysis, and reporting.

EMS Software Overview:

Multiple buildings and multiple sites can report to the same installation of software Browser based: View on PC, Tablet, Smart Phone Audit trails & Historical Data Wide variety of reporting functions including automated scheduled reports Easily discernable Good/Warning/Alarm status Validatable Software (optional)

Comprehensive IQ and OQ protocols and custom protocols as required Assists with national regulatory compliance requirements: GxP guidelines, HACCP, FDA 21 CFR Part 11, EU GMP Annex 11, ISO 22000 (food standards)

Data Integrity, Software, and alarming: Data can be securely viewed through a local PC, tablet, mobile device, Via the Alarm mobile phone application, through alarms by e-mail or text.

The software will process the incoming information and if necessary, trigger an alarm. Alarms (may require additional hardware) can be received locally by viewing the software application, or via e-mail, text messages, external visual and/or audible alarms.

System provides alert notifications that require acknowledgment and corrective actions Software includes a variety of alerts which include items such as sensor alarms, battery alarms, and communication alarms.

Created By: JPD

Data Views Available: Overview, Tabular, Graphical, Plan

Alarming Options:

Alarms can be easily seen by viewing the software application

Smartphone alarm app through Apple or Google Play stores (annual fee applies) Other alarm options include: (additional hardware may be necessary)

E-mail (Included in proposal) Text messages (SMS) Optional Phone auto dialer Optional External visual and/or audible alarms Optional

Hardware Requirements: Minimum or Hosting Options Available Processor: 2.5GHz (i5 / i7)

RAM: 4 GB

Operating System: 32/64 bit. Windows 7/8/10. Windows server 2008/2008 R2/2012 R2 250 GB of free hard disk space

Multiple software installation options Standalone computer: With or without internet access.

Server on LAN: With or without internet access.

Cloud platform

Created By: JPD

Based on your feedback Ellab has chosen the following Recommended Hanwell Pro System for your installation:

System / Project Overview:

Validation Status:

At the completion of the installation your system will be: Non-Validated

Hosted EMS Software Services: Annual Contract Browser Based Software Viewability with dedicated sub-domain

Including: Please see hosting brochure for full overview Scalable Cloud-based server including comprehensive monitoring package including server performance, resources, Antivirus, product services, data and image backups.

EMS software: Validatable (W906A/B) or Non-Validated (W900A/B) versions depending on customer needs and quantity of sensors. 2 sites, 2 sensor groups, 10 users*. Includes e-mail alarms.

*Additional Users available for purchase.

*One of the user accounts will be utilized by Ellab to use as an Admin for your system.

Software IQ Execution (If applicable) Does not include: Requires additional purchase

21 CFR Part 11 Unlock (W901, which includes W904 for unlocking unlimited sites and sensor groups)

W904 - Unlocking unlimited sites and sensor groups Mobile APP SMS Alarms Additional users beyond the initial 10 Software OQ and hardware IQ/OQ documents & on-site execution Setup and configuration of the software specific for the customer such as adding sites, zones, receivers, or transmitters. This is typically performed by the on-site team as they install the hardware and configure the transmitters during installation. If on-site work is not necessary Ellab can remotely support this at an hourly rate.

Quantity Description Price Each Investment

1 W937: EMS hosted server for systems up to 200 sensors. $5,178 $5,178

Mobile Phone Alarm Application: Pro and/or IceSpy

Quantity Description Price Each Investment

1 W950-300V. Mobile App for Alarm notification (Up to 300 Transmitters) 12 months payable in advance. Per installation.

Multiple users can have access.

$669 $669

EMS Software: Accessories

Quantity Description Price Each Investment

1 W902-50. Additional 50 users. Works with W900A/B & W906A/B

$4,701 $4,701

1 W904. Unlock code for unlimited sites and sensor groups.

Works with W900A or W900B. This is included in W901 and if previously applied should be de-mounted before applying W901 license.

$553 $553

Created By: JPD

Receivers, Repeaters & Additional Alarming Hardware (if applicable):

IceSpy Receiver:

Quantity Description Price Each Investment

20 IceSpy Receiver: $1,100 $22,000

KPH - 15

Caro - 1

CFP - 2

HAW - 1

WRPH - 1

IN-NR001F2: IceSpy FCC Network Receiver 900MHZ 12 VDC via internal universal power supply. Power supply included.

Onboard battery backup. Up to 200 transmitters. Multiple receivers can be used for each installation.

Including:

-WBE: IceSpy Base/ Repeater/SMS/ARB wall bracket extender kit *Customer required to provide Ethernet connection and AC power plug at point of installation

Transmitters: Wireless Transmission of Environmental Data

Calibrations Performed by Ellab Monitoring UK

Calibrations need to meet: Traceable Standard IceSpy Transmitters

Transmitter range: Approximately 300m / 1,000ft over open ground Radio Frequency: 902-928MHz Radio Power: 10mW Transmission Rate: 90 seconds (1.5 minutes) Redundant memory backup: 720 memory samples stored at 15-minute intervals split between quantity and type of sensors fitted. Approximately 4 to 7 days of backup storage. ARB required to retrieve stored data.

Transmitter box operational range: -30C to 50C /-22F to 122F

IP Rating: IP 65 (unless otherwise specified) Power Supply: Lithium battery AA 1.5V for IceSpy series units. Battery life maximum 24-month battery life depending on ambient conditions, quantity and type of sensor(s).

Easily accessible battery Mounting Bracket Included 2-year warranty on transmitters. Does not include probes.

Created By: JPD

Transmitters with thermocouple sensors for monitoring ambient areas, incubators, refrigerators, freezers

Quantity Description Price Each Investment

56 IN-TT001F2-TCL-5MCable $495 $27,720 Unit selected for monitoring: Refrigerators & Freezers

KPH - 47

Caro - 3

CFP - 2

HAW - 2

WRPH - 2

IceSpy IN-TT001F2 single channel transmitter. Fitted with one single external Type T thermocouple temperature sensor socket. Mounting bracket included.

-1: AA Battery, Ultimate Lithium L91 Battery External Sensor(s) Included:

-Premium Teflon Coated Thermocouple: 22awg 5-meter cable fitted with miniature TC socket Sensor Range: -200C to 200C (-328F to 392F) Calibrated range and accuracy may vary as required

Calibration Selected:

Standard Points: -200C, -100C, 0C, 125C, 300C

1 IN-TT002F2-TCL-TCL-5MCable $669 $669 Unit selected for monitoring: Fridge/Freezer Combo Unit

KPH - 0

Caro - 0

CFP - 1

HAW - 0

WRPH - 0

IceSpy IN-TT002F2 dual channel transmitter. Fitted with two external Type T thermocouple temperature sensor sockets. Mounting bracket included.

-1: AA Battery, Ultimate Lithium L91 Battery External Sensor(s) Included: Quantity of 2

-Premium Teflon Coated Thermocouple: 22awg 5-meter cable fitted with miniature TC socket Sensor Range: -200C to 200C (-328F to 392F) Calibrated range and accuracy may vary as required

Calibration Selected:

Standard Points: -200C, -100C, 0C, 125C, 300C

Created By: JPD

Transmitters with combination temperature and relative humidity sensor for monitoring ambient areas, and incubators

Quantity Description Price Each Investment

11 IN-RH001F2-RHT $691 $7,601

Unit selected for monitoring: Room Temperature & Relative Humidity

KPH - 11

Caro - 0

CFP - 0

HAW - 0

WRPH - 0

IceSpy IN-RH001F2 dual channel transmitter. One external combination Temperature & Relative Humidity sensor. Mounting bracket included.

-1: AA Battery, Ultimate Lithium L91 Battery External Sensor(s) Included:

-HUM-V2: IceSpy Combination Temperature & Relative Humidity sensor.

Temperature range -22°F to 122°F (-30C to 50C), Accuracy ±0.5C at 20C/68F. Up to ±1.5C elsewhere Humidity range 0 to 100% non-condensing. Accuracy ±3%RH Calibrated range and accuracy may vary as required

Calibration Selected:

-HUM Dual Channel Temperature and Relative Humidity Calibration.

3 points per channel.

Applies to: IN-RH001 Standard Temperature Points: -25C, 10C, 45C Standard Relative Humidity Points: 11%, 54%, 85% at 22.5C

Accessories:

Quantity Description Price Each Investment

58 - 3mm for Thermistor or Thermocouple $30 $1,740

68 - Two Round Magnets bolted to bracket

$25 $1,700

232 mount. 16lb hold strength $5 $1,160

Training:

Description Price Each Investment Standard training for EMS monitoring system: Training may be remote or on-site as applicable.

N/A Included dashboard, site management, setting alarms, viewing data, evaluations, report creation. Also includes general Admin functions.

site management, setting alarms, viewing data, evaluations, report creation.

Created By: JPD

Estimated Installation, Configuration, Validation Execution (if applicable):

Ellab will provide services which may include on-site and/or remote support. Services commonly include configuration of the software, hardware, installation, validation, and training.

Is Ellab In-House support included: Included

Is Ellab On-Site support included: Included

Investment: $31,752

Description Quantity

In-House days at Ellab is for project planning, equipment prep, software configuration (as applicable).

Project Plan:

-Site Start Date: TBD depending on receipt of PO

-Site Completion Date: TBD depending on system rollout.

any information required from the client.

Investment Breakdown:

Software, Software Updates, Software Accessories, Documentation: (One-Time Fee) $5,254

Hosted Software and/or Alarm Mobile Phone Application: (Annua Fee) $5,847

Hardware and Hardware Options: $62,590

Estimated Ellab Labor: $31,752

Shipping and Handling: $750

Sub Total: $106,193

Investment Overview: With Discount

3.00% Discount (New Monitoring Customer): Not including travel or S&H ($3,164) Sub Total After Discount: $103,029

0.00% Customer state tax rate: Tax Exempt

$0

Total Estimated Investment After Discounts: $103,029

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 230000000961 .

between

THE STATE OF MICHIGAN

and

C

O N

T R

A C

T O

R

Ellab Inc

S T

A T

E P ro g ra m M an ag er

Nick Norcross DHHS

303 E. 17TH Ave, Ste 10 517-241-3131

Denver, Colorado 80203 norcrossn@michigan.gov

Tim Paymaster

C o nt ra ct A dm in is tr at o r Todd Huhn DTMB

303-425-3370 -tp@ellab.com Huhnt@michigan.gov

VS0252742

CONTRACT SUMMARY

DESCRIPTION: State Hospital Refrigerator Thermometers

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 1, 2023 May 31, 2026 2 – 1 year May 31, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Payment Request (PRC) Other Yes No

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

ITN 220000000057

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $17,541.300

STATE OF MICHIGAN PROCUREMENT

Department of Technology Management & Budget 320 South Walnut Street PO Box 30026 Lansing, MI 48909

CONTRACT 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 Ellab, Inc (“Contractor”), a COLORADO CORPORATION. This Contract is effective on [June 1, 2023 (“Effective Date”), and unless terminated, will expire on [May 31, 2026 (the “Term”).

This Contract may be renewed for up to 2 (two) additional 1 (one) 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 a 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 Requirements.

“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 Schedule A – Statement of Work or subsequent Change Notices.

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

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

“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 Schedule A or subsequent Change Notices 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, 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.

“Disaster Recovery Plan” refers to the set(s) of documents, instructions, and procedures which enable the Contractor to respond to accidents, disasters, emergencies, or threats without any stoppage or hindrance in its key operations and to the actions the Contractor takes to meet the Recovery Point and Recovery Time Objectives.

“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 or 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 computer hardware or other equipment provided by Contractor under this Contract, including but not limited to any related accessories.

“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, Hardware, or any other Deliverable, 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, Invitation to Negotiate 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 Materials” means all materials and information, including but not limited to documents, data, know-how, ideas, methodologies, specifications, software, hardware, 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 Schedule A or subsequent Change Notices.

“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.

“System Acceptance” has the meaning in Schedule I.

“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 Hardware 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 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 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 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. 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.

(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 illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under Section 16.1.

(c) It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to determine and remedy the actual damage sustained by the State as a result of any Unauthorized Removal. Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Section 16, Contractor will issue to the State an amount equal to $25,000 per individual (each, an “Unauthorized Removal Credit”).

(d) Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed under Subsection 2.5(c) above: (i) is a reasonable estimate of and compensation for the anticipated or actual harm to the State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately estimate; and (ii) may, at the State’s option, be credited or set off against any Fees or other charges payable to Contractor under this Contract.

2.6 Subcontractors. Contractor must obtain prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, before engaging any Permitted Subcontractor to provide Services to the State under this Contract.

Third parties otherwise retained by Contractor to provide Contractor or other clients of contractor with services are not Permitted Subcontractors, and therefore do not require prior approval by the State. Engagement of any subcontractor or Permitted Subcontractor by Contractor does not relieve Contractor of its representations, warranties or obligations under this Contract. Without limiting the foregoing, Contractor will:

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

(b) name the State a third-party beneficiary under Contractor’s Contract with each Permitted Subcontractor with respect to the Services;

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

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

3. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received:…