240000001257.pdf

STATE OF MICHIGAN PROCUREMENT

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

CONTRACT CHANGE NOTICE

Change Notice Number 4 to Contract Number 240000001257

C U

RREN

T C

O N

TRAC

TO

R

CHESS Mobile Health, Inc.

333 W. Commercial St. Suite 2500 East Rochester NY 14445

Catherine Connell

(540) 617-1979 cconnell@chess.health

VS0309933

N

EW

C O

N

TRAC

TO

R

CHESS Health 620 Park Ave.

Suite 165 Rochester NY 14607

Ron Insogna

(585) 484-8471 rinsogna@chess.health

VS0309933

STATE CONTACTS

Program

M anager

Various Various C ontract

Adm inistrator

David Stohrer DTMB

517-896-4043

StohrerD1@michigan.gov

CONTRACT SUMMARY

Web Based Recovery Incentives System

INITIAL EFFECTIVE DATE

September 25, 2024

INITIAL EXPIRATION DATE

January 1, 2027

INITIAL AVAILABLE OPTIONS

3 - 1 Year

EXPIRATION DATE BEFORE

January 1, 2027

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

1 Year

EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

January 1, 2028

CURRENT VALUE

$1,694,080.00

VALUE OF CHANGE NOTICE

$275,000.00

ESTIMATED AGGREGATE CONTRACT VALUE

$1,969,080.00

DESCRIPTION

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

Effective July 21st, 2026, this Contract is exercising the first option year and is increased by $275,000.00. The revised contract expiration date is 1/1/2028.

Additionally, the Contractor Contract Administrator has been updated to Ron Insogna.

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 July 21st, 2026.

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA240000001257

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

MDHHS Angela Smith-Butterwick 517-335-2294 SmithA8@michigan.gov

DTMB John Moore 517-331-5065 MooreJ7@michigan.gov

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Web Based Recovery Incentives System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 25, 2024 January 1, 2027 3 - 12 Months January 1, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

333 W. Commercial St. Suite 2500

East Rochester NY 14445

Catherine Connell

(540) 617-1979 cconnell@chess.health

VS0309933

CHESS Mobile Health, Inc.

C O

N

TR

A C

TO

R

David Stohrer

(517) 896-4043

DTMB

Various Various stohrerd1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Net 45

Change Notice Number 3

Contract Number MA240000001257 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,694,080.00 $0.00 $1,694,080.00

DESCRIPTION

Effective 04/01/2025, the parties revise and fully restate Change Notice 2 to correct a clerical error made in the pricing table. The correct pricing reflects a $8.00 unit rate for a total of $8,000.

Please note the Contract Administrator has been changed from Patrick Russell to David Stohrer.

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

AGENCY NAME PHONE EMAIL

MDHHS Rita Subhedar 517-241-4075 SubhedarR1@michigan.gov

MDHHS Angela Smith-Butterwick 517-335-2294 SmithA8@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA240000001257

Michigan.gov/MiProcurement

Version 2021-1 1 of 5

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Debit Card and Incentive Payment for Recovery Incentives Pilot

Period of Coverage:

02/03/2025-09/30/2025

Requesting Department:

MDHHS

Date:

11/26/2024

Agency Project Manager:

Angela Smith-Butterwick

Phone:

517-335-2294

DTMB Project Manager:

Timothy Squire

Phone:

517-284-7178

Brief description of services to be provided:

BACKGROUND:

The Michigan Department of Health and Human Services (Agency) is piloting a new type of treatment for substance use disorder called Recovery Incentives (RI Pilot).

Under the RI Pilot, beneficiaries will earn cash rewards each week for meeting treatment goals. Beneficiaries can earn up to $599 in incentives per calendar year. The Contractor will automatically load the incentives on a debit card that is linked to the beneficiary by a provider agency. The State has contracted with Contractor to develop the platform to track drug test results and calculate incentives, resulting in payment to the beneficiary. The Agency requires a contract amendment to add funding for the purchase of the debit cards and incentive costs.

PROJECT OBJECTIVE:

Purchase reloadable debit cards and provide recovery incentives to eligible beneficiaries.

PROJECT AMOUNT:

The total amount of this RI Pilot Project is $243,000. Under the terms of this Contract Amendment, the Agency will provide funding not to exceed $243,000.

SCOPE OF WORK:

The Contractor must disburse recovery incentive payments to eligible beneficiaries on reloadable debit cards per the schedule identified in the Recovery Incentives Provider Handbook. Each beneficiary can receive a maximum of $599 per calendar year.

Incentive amounts must be approved by the Agency.

The Contractor must:

1. Purchase and deliver 1,000 reloadable debit cards to the Agency Project Manager, or designee, to be disbursed to provider agencies. The debit cards must work anywhere Visa is accepted (excluding cash withdrawals).

Version 2021-1 2 of 5

2. Automatically disburse incentives onto beneficiaries' reloadable debit cards per the schedule identified in the Recovery Incentives Provider Handbook as identified through the Recovery Incentives platform.

3. Work with the debit card vendor to transfer balances of lost or stolen cards for beneficiaries.

OPERATING ADVANCE:

The contractor is permitted to receive a $40,000 operational advance for incentive payment funding. The operating advance will be administered as follows:

1. The advance is to be issued March 3, 2025, to fund the incentive payments made to beneficiaries identified through the Recovery Incentives platform.

Reconciliation will occur annually (or as requested by the State) and be based on the tracking of incentives earned by beneficiaries through the Recovery Incentives platform.

2. The operating advance must be recorded as an account payable liability to the State in the Contractor’s financial records. The operating advance payable liability must remain in the Contractor’s financial records until fully recovered by the State.

3. The reimbursement for actual expenditures by the State should be used by the Contractor to replenish the operating advance used for RI Pilot Project operations.

4. The operating advance must be returned to the State within 30 days of the end date of this RI Pilot Project

The State may obtain the Michigan Department of Treasury’s assistance in collecting outstanding operating advances. The State will comply with the Michigan Department of Treasury’s Due Process procedures prior to forwarding claims to Treasury. Specific Due Process procedures include the following:

1. An offer from the State of a hearing to dispute the debt, identifying the time, place and date of such hearing.

2. A hearing by an impartial official.

3. An opportunity for the Contractor to examine the State’s associated records.

4. An opportunity for the Contractor to present evidence in person or in writing.

5. A hearing official with full authority to correct errors and decide not to forward debt to Treasury.

6. Contractor representation by an attorney and presentation of witnesses if necessary.

7. The State requires an annual confirmation of the outstanding operating advance. At the end of either the RI Pilot Project period or State’s fiscal year, whichever is first, the Contractor must respond to the State’s request for confirmation of the operating advance. Failure to respond to the confirmation request may result in the State recovering all or part of an outstanding operating advance.

TASKS:

Version 2021-1 3 of 5

Technical support is required to assist with the following tasks:

Purchase of debit cards, disbursement of participant incentive payments as identified in the Recovery Incentives Provider Handbook, access to the incentive management platform to pull data for reconciliation processes.

DELIVERABLES:

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

Deliverable Description 1,000 reloadable debit cards delivered to the Agency Project Manager, or Designee.

Receipt of report showing Contractor management of beneficiary incentive payments.

Contractor participation in annual reconciliation of operational advance.

ACCEPTANCE CRITERIA:

The State will use the following criteria to determine acceptance of the Contract Activities:

Receipt of deliverables as indicated above.

PROJECT CONTROL AND REPORTS:

The Contractor must provide the Agency the ability to run an online report to gather the data below or, if not supported in an existing online report, then Contractor must prepare a report with the data below each month.

1. Number of incentive cards issued.

2. Number of incentive cards reissued.

3. Total amount of incentives earned per person.

4. Total amount of incentives earned by persons per provider agency for the prior month and RI Pilot Project period.

SPECIFIC DEPARTMENT STANDARDS:

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

PAYMENT SCHEDULE:

The Agency must make payments to the Contractor based upon the following rates per unit of service delivered as identified below:

Statement of Work Period RI Pilot Project Not to Exceed Amount

Begin date through September 30, 2025 $243,000.00

Version 2021-1 4 of 5

Operational Advance The Agency will issue one operational advance of $40,000 to fund the incentive payments made to beneficiaries identified through the Recovery Incentives platform.

Reimbursement Rates

Unit Definition Unit Rate Total

One debit card. $8.00 $8,000

Incentives Actual Cost Not to Exceed RI Pilot Project Amount

Payments must not exceed the amounts allocated as identified above. Payments made above the allocated amounts identified will require an amendment to the contract.

**The fiscal year agreement amounts equal the annual Delivery Order amounts not the overall agreement total.

EXPENSES:

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

PROJECT CONTACTS:

The designated Agency Project Manager is:

Angela Smith- Butterwick

MDHHS

Substance Use, Gambling and Epidemiology Section Manager Bureau of Specialty Behavioral Health Services Behavioral and Physical Health and Aging Services Administration Michigan Department of Health and Human Services 400 S. Pine St.

Lansing, MI 48933 517-335-2294smitha8@michigan.gov

The designated DTMB Project Manager is:

Timothy A Squire, Grand Tower/9th Floor 235 South Grand Lansing MI 269-589-1908 squiret1@michigan.gov

AGENCY RESPONSIBILITIES:

1. The services provided by the Contractor under this Contract must be evaluated and assessed at least annually by the Agency.

mailto:517-335-2294smitha8@michigan.gov mailto:squiret1@michigan.gov

Version 2021-1 5 of 5

2. The Agency will perform contract monitoring through activities such as:

a. Auditing expenditure reports.

b. Monitor, review, and analyze reports.

3. The Agency will provide reimbursement in accordance with the RI Pilot Project Payment Schedule based upon appropriate reports, records and documentation maintained by the Contractor.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at:

Enter Location

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.

This purchase order is a release from Contract Number 240000001257. This purchase order, statement of work, and the terms and conditions of Contract Number 240000001257 constitute the entire agreement between the State and the Contractor.

PROJECT PLAN:

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

Change Notice Number 2 to

Contract Number MA240000001257

CONTRACT SUMMARY

Web Based Recovery Incentives System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 25, 2024 January 1, 2027 3 - 12 Months January 1, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-Card Direct Voucher (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

$1,451,080.00 $243,000.00 $1,694,080.00

DESCRIPTION

Effective 2/3/2025, the parties agree to the attached Statement of Work adding funds in the amount of $243,000.00 to purchase reloadable debit cards and provide recovery incentives to eligible beneficiaries.

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

CO

NTRACTO

R

CHESS Mobile Health, Inc.

333 W. Commercial St. Suite 2500

East Rochester 32 14445

Catherine Connell

(540) 617-1979 cconnell@chess.health

VS0309933

STATE

Program

M anager

Various Various

Contract

Adm inistrator

Patrick Russell DTMB

(517) 648-7767 russellp2@michigan.gov mailto:cconnell@chess.health mailto:russellp2@michigan.gov

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA240000001257

Program Managers for

MDHHS Angela Smith-Butterwick 517-335-2294 SmithA8@michigan.gov mailto:MooreJ7@michigan.gov mailto:SmithA8@michigan.gov

Version 2021-1 4 of 5

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Debit Card and Incentive Payment for Recovery Incentives Pilot

Period of Coverage:

02/03/2025-09/30/2025

Requesting Department:

MDHHS

Date:

11/26/2024

Agency Project Manager:

Angela Smith-Butterwick

Phone:

517-335-2294

DTMB Project Manager:

Timothy Squire

Phone:

517-284-7178

Brief description of services to be provided:

BACKGROUND:

The Michigan Department of Health and Human Services (Agency) is piloting a new type of treatment for substance use disorder called Recovery Incentives (RI Pilot).

Under the RI Pilot, beneficiaries will earn cash rewards each week for meeting treatment goals. Beneficiaries can earn up to $599 in incentives per calendar year. The Contractor will automatically load the incentives on a debit card that is linked to the beneficiary by a provider agency. The State has contracted with Contractor to develop the platform to track drug test results and calculate incentives, resulting in payment to the beneficiary. The Agency requires a contract amendment to add funding for the purchase of the debit cards and incentive costs.

PROJECT OBJECTIVE:

Purchase reloadable debit cards and provide recovery incentives to eligible beneficiaries.

PROJECT AMOUNT:

The total amount of this RI Pilot Project is $243,000. Under the terms of this Contract Amendment, the Agency will provide funding not to exceed $243,000.

SCOPE OF WORK:

The Contractor must disburse recovery incentive payments to eligible beneficiaries on reloadable debit cards per the schedule identified in the Recovery Incentives Provider Handbook. Each beneficiary can receive a maximum of $599 per calendar year.

Incentive amounts must be approved by the Agency.

The Contractor must:

1. Purchase and deliver 1,000 reloadable debit cards to the Agency Project Manager, or designee, to be disbursed to provider agencies. The debit cards must work anywhere Visa is accepted (excluding cash withdrawals).

Version 2021-1 5 of 5

2. Automatically disburse incentives onto beneficiaries' reloadable debit cards per the schedule identified in the Recovery Incentives Provider Handbook as identified through the Recovery Incentives platform.

3. Work with the debit card vendor to transfer balances of lost or stolen cards for beneficiaries.

OPERATING ADVANCE:

The contractor is permitted to receive a $40,000 operational advance for incentive payment funding. The operating advance will be administered as follows:

1. The advance is to be issued March 3, 2025, to fund the incentive payments made to beneficiaries identified through the Recovery Incentives platform.

Reconciliation will occur annually (or as requested by the State) and be based on the tracking of incentives earned by beneficiaries through the Recovery Incentives platform.

2. The operating advance must be recorded as an account payable liability to the State in the Contractor’s financial records. The operating advance payable liability must remain in the Contractor’s financial records until fully recovered by the State.

3. The reimbursement for actual expenditures by the State should be used by the Contractor to replenish the operating advance used for RI Pilot Project operations.

4. The operating advance must be returned to the State within 30 days of the end date of this RI Pilot Project

The State may obtain the Michigan Department of Treasury’s assistance in collecting outstanding operating advances. The State will comply with the Michigan Department of Treasury’s Due Process procedures prior to forwarding claims to Treasury. Specific Due Process procedures include the following:

1. An offer from the State of a hearing to dispute the debt, identifying the time, place and date of such hearing.

2. A hearing by an impartial official.

3. An opportunity for the Contractor to examine the State’s associated records.

4. An opportunity for the Contractor to present evidence in person or in writing.

5. A hearing official with full authority to correct errors and decide not to forward debt to Treasury.

6. Contractor representation by an attorney and presentation of witnesses if necessary.

7. The State requires an annual confirmation of the outstanding operating advance. At the end of either the RI Pilot Project period or State’s fiscal year, whichever is first, the Contractor must respond to the State’s request for confirmation of the operating advance. Failure to respond to the confirmation request may result in the State recovering all or part of an outstanding operating advance.

TASKS:

Version 2021-1 6 of 5

Technical support is required to assist with the following tasks:

Purchase of debit cards, disbursement of participant incentive payments as identified in the Recovery Incentives Provider Handbook, access to the incentive management platform to pull data for reconciliation processes.

DELIVERABLES:

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

Deliverable Description 1,000 reloadable debit cards delivered to the Agency Project Manager, or Designee.

Receipt of report showing Contractor management of beneficiary incentive payments.

Contractor participation in annual reconciliation of operational advance.

ACCEPTANCE CRITERIA:

The State will use the following criteria to determine acceptance of the Contract Activities:

Receipt of deliverables as indicated above.

PROJECT CONTROL AND REPORTS:

The Contractor must provide the Agency the ability to run an online report to gather the data below or, if not supported in an existing online report, then Contractor must prepare a report with the data below each month.

1. Number of incentive cards issued.

2. Number of incentive cards reissued.

3. Total amount of incentives earned per person.

4. Total amount of incentives earned by persons per provider agency for the prior month and RI Pilot Project period.

SPECIFIC DEPARTMENT STANDARDS:

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

PAYMENT SCHEDULE:

The Agency must make payments to the Contractor based upon the following rates per unit of service delivered as identified below:

Statement of Work Period RI Pilot Project Not to Exceed Amount

Begin date through September 30, 2025 $243,000.00

Version 2021-1 7 of 5

Operational Advance The Agency will issue one operational advance of $40,000 to fund the incentive payments made to beneficiaries identified through the Recovery Incentives platform.

Reimbursement Rates

Unit Definition Unit Rate Total

One debit card. $8.00.00 $1,000.00

Incentives Actual Cost Not to Exceed RI Pilot Project Amount

Payments must not exceed the amounts allocated as identified above. Payments made above the allocated amounts identified will require an amendment to the contract.

**The fiscal year agreement amounts equal the annual Delivery Order amounts not the overall agreement total.

EXPENSES:

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

PROJECT CONTACTS:

The designated Agency Project Manager is:

Angela Smith- Butterwick

MDHHS

Substance Use, Gambling and Epidemiology Section Manager Bureau of Specialty Behavioral Health Services Behavioral and Physical Health and Aging Services Administration Michigan Department of Health and Human Services 400 S. Pine St.

Lansing, MI 48933 517-335-2294smitha8@michigan.gov

The designated DTMB Project Manager is:

Timothy A Squire, Grand Tower/9th Floor 235 South Grand Lansing MI 269-589-1908 squiret1@michigan.gov

AGENCY RESPONSIBILITIES:

1. The services provided by the Contractor under this Contract must be evaluated and assessed at least annually by the Agency.

mailto:517-335-2294smitha8@michigan.gov mailto:squiret1@michigan.gov

Version 2021-1 8 of 5

2. The Agency will perform contract monitoring through activities such as:

a. Auditing expenditure reports.

b. Monitor, review, and analyze reports.

3. The Agency will provide reimbursement in accordance with the RI Pilot Project Payment Schedule based upon appropriate reports, records and documentation maintained by the Contractor.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at:

Enter Location

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.

This purchase order is a release from Contract Number 240000001257. This purchase order, statement of work, and the terms and conditions of Contract Number 240000001257 constitute the entire agreement between the State and the Contractor.

PROJECT PLAN:

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

Web Based Recovery Incentives System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 25, 2024 January 1, 2027 3 - 12 Months January 1, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

333 W. Commercial St. Suite 2500

East Rochester 32 14445

Catherine Connell

(540) 617-1979 cconnell@chess.health

VS0309933

CHESS Mobile Health, Inc.

C O

N

TR

A C

TO

R

Patrick Russell

(517) 648-7767

DTMB

Various Various russellp2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Net 45

Change Notice Number 1

Contract Number MA240000001257 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,451,080.00 $0.00 $1,451,080.00

DESCRIPTION

Effective 11/22/2024, The Program Manager has been changed to Angela Smith-Butterwick.

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

MDHHS Angela Smith-Butterwick 517-335-2294 SmithA8@michigan.gov

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. MA240000001257

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget

NOTICE OF CONTRACT

between

THE STATE OF MICHIGAN

and

333 W. Commercial St. Suite 2500

East Rochester New York 14445

Catherine Connell

(540) 617-1979 cconnell@chess.health

VS0309933

CHESS Mobile Health, Inc.

C O

N

TR

A C

TO

R

Patrick Russell

517-256-9895

DTMB

Multiple Multiple russellp2@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: Web Based Recovery Incentives System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

9/25/2024 1/1/2027 3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-card Payment Request (PRC) Other Yes No

MISCELLANEOUS INFORMATION

N/A

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $1,451,080.00

N/ANet 45

C on tra ct

Ad m in is tra to r Pr og ra m M an ag er

ST

A

TE

NOTICE OF CONTRACT NO. 240000001257

INITIAL

AVAILABLE

OPTIONS

1/1/2027

MDHHS Rita Subhedar 517-241-4075 SubhedarR1@michigan.go v

Program Managers for

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name and Title

Agency

Date

CONTRACT NO. 240000001257

SOFTWARE 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 Chess Mobile Health Inc, a New York Corporation. This Contract is effective on September 25, 2024, and unless terminated, will expire on January 1, 2027 (the “Term”).

This Contract may be renewed for up to 3 additional 1-year Option year periods. 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 as described in Section 9 and any applicable Statement of Work to determine whether the Software meets the requirements of this Contract and the Documentation.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of a Person.

“Allegedly Infringing Materials” has the meaning set forth in Section 18.

“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.

“Contract Change” has the meaning set forth in Subsection 2.2.

“Change Notice” means a writing executed by the parties to the Contract memorializing a change to the Contract.

“Change Proposal” has the meaning set forth in Subsection 2.2.

“Change Request” has the meaning set forth in Subsection 2.2.

“Confidential Information” has the meaning set forth in Subsection 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 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 RFP.

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

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

“Contractor Project Manager” means the individual appointed by Contractor and identified in 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, Services, Documentation, any 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.

"Digital Accessibility Standards” means the accessibility standards provided in the SOM Digital Standards, located at https://www.michigan.gov/standards.

“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 Deliverable.

“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 Subsection 23.1.

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

https://www.michigan.gov/som/footer/policies/som-applications-and-site-standards

“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.

“Hosted Services” means the hosting, management and operation of the Operating Environment, Software, other services (including support and subcontracted services), and related resources for 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.

“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 a Deliverable, to conform to the requirements of this Contract.

“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 the Digital Accessibility Standards.

“Permitted Subcontractor” means any third party hired by Contractor to perform Services for the State under this Contract, have access to or have the ability to control 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 any physical location(s) designated by the State in, or in accordance with, this Contract or a Statement of Work for delivery and installation of the Deliverable, if 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, RFP 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.

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

“System” has the meaning set forth in Schedule I.

“System Acceptance” has the meaning set forth in Schedule I.

“System Integration Testing” has the meaning set forth 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.

“Transition Period” has the meaning set forth in Section 16.

“Transition Responsibilities” has the meaning set forth in Section 16.

“Unauthorized Removal” has the meaning set forth in Subsection 2.5.

“Unauthorized Removal Credit” has the meaning set forth in Subsection 2.5.

“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 90 calendar-day period commencing on the date of the State's Acceptance of the Software or System (if Contractor is providing Hardware under this Contract) for which Support Services are provided free of charge.

“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 Deliverables pursuant to Statement(s) of Work entered into under this Contract. Contractor will provide all 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 the Contract generally or any Statement of Work, including changes to the Services and Implementation Plan (each, a “Contract Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section.

(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 Deliverables;

(ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified 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, each parties’ Contractor Administrator will sign a Change Notice.,

(c) However, 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 or provide the Deliverables under the existing 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 Subsection 16.1.

(d) No Change will be effective until the parties have executed a Change Notice. Notwithstanding the foregoing, no Statement of Work or Change Notice executed after the Effective Date will construed to amend or modify this Contract in any way, unless it specifically states its intent to do so and cites the section or sections amended. 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 Nonconformities 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.