250000000009.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 2 to

Contract Number MA250000000009

C O

N

TR

AC

TO

R

CourtAlert.com Inc.

42 West 38th Street

New York NY 10018

Yaniv Schiller

212-227-0391 yschiller@courtalert.com

VS0244227

ST

AT

E

Pr og ra m

M an ag er

Various Various

C on tr ac t Ad m in is tr at or Anna Krupka DTMB

(517)855-8801

KrupkaA@michigan.gov

CONTRACT SUMMARY

Legal Case Management System & Maintenance & Support

INITIAL EFFECTIVE DATE

November 1, 2024

INITIAL EXPIRATION DATE

October 31, 2029

INITIAL AVAILABLE OPTIONS

3 - 1 Year

EXPIRATION DATE BEFORE

October 31, 2029

PAYMENT TERMS

NET 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

REVISED EXP. DATE

CURRENT VALUE

$762,000.00

VALUE OF CHANGE NOTICE

$570,500.00

ESTIMATED AGGREGATE CONTRACT VALUE

$1,332,500.00

DESCRIPTION

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

Effective 07/21/2026, this Contract is increased by $570,500.00 per attached Scope of Work: "CourtAlert Forensic Evaluation Services"

All other terms, conditions, specifications and pricing remain the same. Per Contractor, agency, DTMB Central Procurement, and State Administrative Board approval on 07/21/2026.

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA250000000009

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB Duane Kerkstra 248-660-0132 kerkstrad@michigan.gov

MDHHS Matthew Rick 517-241-0048 RickM@michigan.gov

MDHHS Leslie Asman 517-284-4848 AsmanL@michigan.gov

Michigan.gov/MiProcurement

Version 2021-1 1 of 8

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

CourtAlert Forensic Evaluation Services

Period of Coverage:

6/1/2026 – 10/31/2029

Requesting Department:

Michigan Department of Technology Management and Budget (DTMB) in support of MDHHS

Date:

5/20/2026

Agency Program Manager:

Nick Norcross

Phone:

517-243-4327

DTMB Program Manager:

Duane Kerkstra

Phone:

248-660-0132

BACKGROUND:

The Center for Forensic Psychiatry (CFP) conducts court-ordered evaluations to determine defendants’ competence to stand trial (IST) or criminal responsibility (CR). Its document system is connected to legal affairs and court processes, which are currently accessed through Avatar, an electronic health record system. However, Avatar cannot generate reports or track scheduling, timeliness, trends, or court data.

PROJECT OBJECTIVE:

The Legal Affairs Administration seeks the modify CourtAlert system to accommodate forensic evaluation services. The contractor, CourtAlert, will provide development modifications to the LCMS to support required functionality for the FES. This solution will free up network storage/space, combine several antiquated systems and eliminate legal work under multiple systems.

SCOPE OF WORK:

Contractor developed solution must provide the following:

o The vendor solution will be able to support the identified user base (at least 100 concurrent users) and support a minimum of 250 transactions per week.

o Provide training materials and sessions as defined by MDHHS.

o Integrate CourtAlert with MiLogin for Single Sign-On (SSO) using State-approved protocols (e.g., SAML/OAuth/OpenID Connect) and follow DTMB security standards for identity and access management.

o AI Document Parsing/Extraction is an optional add-on and may be proposed later with separate pricing and budget approval.

o CourtAlert shall collaborate with the State to complete SUITE deliverables required for COTS implementation.

Version 2021-1 2 of 8 o Accessibility: CourtAlert shall meet State of Michigan Digital Accessibility standards.

Contractor must ensure the system meets the following functional requirements:

1. Scheduling:

i. Ability for a Forensic Services Technician to schedule an appointment or evaluation

ii. Ability for a Forensic Services Technician / Evaluation Services & Forensic Services Administration to:

a. Triage Scheduling

b. Track Scheduling

c. Coordinate with ES Examiner to schedule Furthered appointments

d. Schedule rescheduled exam appointments

iii. Allow Evaluation Services & Forensic Services Analyst to maintain the evaluation waitlist

iv. Allow Forensic Services to maintain hospital admission waitlist for defendants ordered to undergo competency restoration treatment.

2. Defendant Tracking:

i. Name

ii. Date of Birth

iii. Age

iv. Gender

v. Race

vi. IDD status

vii. County of Residence

viii. Referral History

3. Order Tracking:

i. Ability to track Evaluation Order Information with the following items:

a. Type of order (e.g., CST, CR, RIST, G)

b. Order sequence number

c. Date order signed

d. Date order received by CFP

e. Date order closed

f. Court case # on order

g. Primary charge on order

h. County of order

i. Court name

j. Prosecutor

k. Defense Attorney

ii. Ability to track Evaluation Order Status with the following items:

a. Open (i.e., order received but no report or disposition letter issued)

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b. Closed (i.e., order received and closed out, e.g., report issued, disposition letter issued, rescinded by court).

c. Examiner Name

d. Examiner Discipline (e.g., Psychology, Psychiatry, Social Work)

e. Consulting Forensic Examiner

f. Certified Forensic Examiner

g. Employment type (state employee or a contractor)

iii. Allow for record of name /level of certification of the staff of forensic examiners.

iv. Ability to track NGRI Diagnostic Commitment orders received.

a. Date of order

b. Date of admission

v. Ability to track Finding and Orders with the following items:

a. Ability to enter the court’s findings (i.e., Competent, IST-Restorable, IST-Not Restorable) and dates of Finding and Orders issued subsequent to the issuance of the initial CST evaluation order.

vi. For Finding and Orders directing Competency Restoration Treatment (i.e., IST-Restorable), track the following information

a. Order sequence number

b. Date order signed

c. Date order received by CFP

d. Date order closed

e. Court case # on order

f. Primary charge on order

g. Highest Level of charge (i.e., misdemeanor, felony)

h. Effective duration of treatment

i. County of order

j. Court name

4. Evaluations:

i. The solution must allow for 6 evaluations

a. CR (Criminal Responsibility) Evaluation

b. CST (Competency to Stand Trial) Evaluation

c. Pre-Discharge Competency Evaluation

d. RIST Re-evaluation of IST (Incompetent to Stand Trial) status

e. GBMI Treatment Recommendation Evaluation

f. Other

ii. Ability to track forensic examiner productivity by using crediting system related to the type of evaluation

iii. Ability to track which certified facility is assigned the evaluation (i.e., CFP, Pine Rest)

5. Exams:

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i. Provide the ability for an Evaluation Services (ES) Examiner to enter Exam Status based on defendant custody status and type of order:

a. Exam Status for CST

1. Seen

2. Furthered

3. No-Show (for bond defendants only)

4. Rescheduled - No Show (for custody defendants only)

b. Exam Status for CR

1. Seen

2. Furthered

3. Rescheduled - No Show

4. Unable / IST

5. Declined

c. Exam Status for RIST or G

1. Seen

2. Furthered

3. Rescheduled – No Show

ii. Ability to validate and manage exam status requirements

a. If Exam status is equal to Seen then require Evaluation Report

b. If Exam status is equal to No-Show or CR Unable/IST or CR Declined then require Disposition Letter

c. If Exam status is equal to Furthered or Reschedule-No Show then no required letter

iii. Include Evaluation Opinion Option as Docket Entry

6. Health Information Services Documentation:

i. Provide the ability for a Health Information Services HIS General Office

Assistant to enter Correspondence Dates for

a. Interim Letter

b. Disposition Letter

c. Forensic report

ii. The system will store templates and allow users to create the following letters:

a. Forensic Services Scheduling Letter

1. Bond appointment letters

b. Hospital Director Letters (sent by Health Information Services)

1. CR Delayed Letter

2. CR Closed/IST Letter

3. CR Unable/IST Letter

4. IST/RIST Cover Letter

c. Examiner Letters

1. Interim Letter

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2. Disposition Letter

d. Center for Forensic Psychiatry Letters

1. Disposition Letter Bond No Show

2. Disposition Letter CR Unable/IST

3. Disposition Letter CR Declined

iii. The system will be able to generate the following Reports:

a. Evaluation Waitlist, i.e., orders received (by type of order) that have not yet had their initial appointment (include name of prior examiner for unscheduled cases). (Cases by status)

b. Average Time from Order to Initial Appointment by type of order, custody status of defendant and type of appointment (CFP/VCFE) by time frame for CFP cases and for Pine Rest cases. (Report on events).

c. Weekly ES Appointment Schedule. (built in)

d. ES Schedule summary by number of appointments, location of defendant, format of evaluation (CFP or VCFE), end status. (built in)

e. Examiner Cases by Appointment Date by Specified Time Frame, include End Status and Productivity Credits Earned per case and total in that period. (customized)

f. Productivity Credit listing Across all Examiners for a specified time frame. (customized)

g. Examiner Cases by Location of Initial Appointment (CFP or VCFE).

(built in case report - likely)

h. Examiner Timeliness to Complete Exams by Type of Exam.

(customized).

i. Service-wide average timeliness to complete exams by type of exam by Certified Facility (CFP, Pine Rest).

j. Examiner Interim letter compliance. (customized)

k. Extended Delay reports – list all CST exams without mailed date by 35 days from initial appointment; all CR exams without mailed date by 60 days from initial appointment; all B and G exams without mailed date by 8 days from initial appointment. (customized)

l. Examiner’s Opinions Issued During a Date Range by Type of Exam.

(Existing document search report)

m. Service-wide Opinions Issued During a Date Range by Type of Exam and Level of Charge (Felony vs. Misdemeanor) (customized) by Certified Facility (CFP, Pine Rest).

n. CFP Opinions on Competency by IDD Status. (customized; document report by case status)

o. Missing Opinions for Reports Mailed by Name of Examiner and Defendant. (customized)

p. Defendants and Evaluation Orders Received by Time Frame, Level of Highest Charge, Type of Order, and by County. (Case report)

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q. Order Compliance for the CFP Service (% opinion reports mailed and/or interim letter mailed by compliance date) by type of order.

(customized) and by Certified Facility (CFP, Pine Rest).

r. Interim Letter Compliance for the Service (% opinion reports mailed by compliance date) by type of order (customized)

s. Defendants and Competency Restoration (IST) Treatment orders by date of order, days remaining on order, placement recommendation, level of highest charge, primary charge, custody status, age, IDD status.

t. Average (and range) number of days waiting for admission (i.e., date of order signed to current date) for defendants on the IST Admission Waitlist by custody status and level of charge.

u. Average (and range) number of days waited (i.e., order signed to hospital admission date) for those who have been admitted for competency restoration treatment by custody status and level of charge.

v. Rate of competency restoration for defendants ordered to undergo competency restoration treatment by age, level of charge, IDD status, hospital placement.

w. List of evaluations completed by Pine Rest by month/year (name of defendant, court case number, type of exam, date of report, opinion.

x. Number of NGRI diagnostic commitment orders received by month/year.

y. Average number of individuals with NGRI diagnostic commitment order who, on the first day of each month, are waiting to receive admission to the CFP.

7. Storage & Archive:

i. Provision 12 TB document storage.

8. Data Migration:

i. CourtAlert will migrate Access database historical data and Avatar data-only

(no documents) for the period 01/01/2026 through Go Live

9. Clinician’s User Access:

i. Clinicians will have read-only access to CourtAlert for evaluation services data with the records remaining in Avatar

10. SSP:

i. CourtAlert shall support completing System Security Plan (SSP) and provide artifacts needed to obtain Authority To Operate (ATO or Provisional ATO if needed) prior to Go-Live.

Version 2021-1 7 of 8

11. Pricing Per Schedule B:

Description Payment Schedule

FY26

(6/1/2026- 9/31/206)

FY27

(10/1/2026– 9/31/2027)

FY28

(10/1/2027– 9/31/2028)

FY29

(10/1/2028– 9/31/2029)

FY30

(10/1/2029– 10/31/2029)

Total Cost Note

M&O Support Monthly $3,000 /month

$12,000.00 $36,000.00 $36,000.00 $36,000.00 $2,500.00 $122,500.00 To be paid $2,500 per month – Begins when system used in production

Hosting Monthly $2,500 /month

$10,000.00 $30,000.00 $30,000.00 $30,000.00 $3,000.00 $103,000.00 To be paid $3,000 per month – Begins when software installed Licensing One-Time $175,000.00 N/A N/A N/A N/A $175,000.00 Perpetual License at a one-time cost – Due when software installed Implementation One-Time $150,000.00 N/A N/A N/A N/A $150,000.00 One time cost -

Configuration of existing features

Data Migration Services

One-Time $20,000.00 N/A N/A N/A N/A $20,000.00 One-time cost. Paid upon successful completion.

Total $367,000.00 $66,000.00 $66,000.00 $66,000.00 $5,500.00 $570,500.00

PROJECT CONTACTS:

The designated Agency Program Manager is:

Name: Nick Norcross Department: Michigan Department of Health and Human Services Area: Legal Affairs Administration Building/Floor: Capitol Commons Center Address: 400 S. Pine St.

City/State/Zip: Lansing, MI 48933 Phone Number: (517) 243-4327 Email Address: NorcrossN@Michigan.gov

The designated DTMB Program Manager is:

Name: Duane Kerkstra Department: DTMB Area: Agency of Departmental Services Building/Floor: Grand Tower, 9th Floor Address: 235 S. Grand Ave City/State/Zip: Lansing, MI 48933 Phone Number: (248) 660-0132 mailto:NorcrossN@Michigan.gov

Version 2021-1 8 of 8

Email Address: KerkstraD@Michigan.Gov mailto:KerkstraD@Michigan.Gov

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

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Legal Case Management System & Maintenance & Support

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 1, 2024 October 31, 2029 3 - 1 Year October 31, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

42 West 38th Street

New York NY 10018

Yaniv Schiller

212-227-0391 yschiller@courtalert.com

VS0244227

CourtAlert.com Inc.

C O

N

TR

A C

TO

R

Anna Krupka

517-855-8801

DTMB

Various Various krupkaa@michigan.gov

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

Pr og ra m

M an ag er

ST

A

TE

N/ANET 45

Change Notice Number 1

Contract Number MA250000000009 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$762,000.00 $0.00 $762,000.00

DESCRIPTION

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

Effective 2/1/26, the following amendment is incorporated into this Contract per attached Update Terms and Conditions.

AGENCY NAME PHONE EMAIL

DTMB Duane Kerkstra 248-660-0132 kerkstrad@michigan.gov

MDHHS Matthew Rick 517-241-0048 RickM@michigan.gov

MDHHS Leslie Asman 517-284-4848 AsmanL@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 1 TO CONTRACT NO. MA250000000009

UPDATE TO TERMS AND CONDITIONS

Now, therefore, the parties agree to incorporate the following changes to the Contract:

Section 58. Artificial Intelligence is hereby added to this Contract:

58. Artificial Intelligence.

58.1 Model Cards.

(a) Contractor will provide a comprehensive Model Card for each artificial intelligence or machine learning model integrated into Deliverables or Services. Each Model Card will include at a minimum:

(i) Model details (name, version, architecture, training methodology)

(ii) Intended uses and known limitations

(iii) Description of training data and data sources

(iv) Evaluation metrics and performance benchmarks

(v) Fairness, ethical, and safety considerations

(vi) Maintenance plan and update history

(b) Contractor will provide the initial Model Card prior to deployment of the applicable model and will update the Model Card promptly upon any material changes to the model, including retraining, version changes, changes to input data, or known performance deviations, including, but not limited performance degradation or risk factors that could impact the quality, behavior reliability of the Solution.

(c) Model Cards must be delivered in a format reasonably acceptable to the State and must be kept current for the during the Term.

(d) Audit rights. The State reserves the right to audit the accuracy and completeness of any model card and request clarification or supporting evidence for any claims made therein.

58.2 Third-Party artificial intelligence models. If Contractor integrates a third-party artificial intelligence or machine learning model into the Solution, Contractor will ensure that the third-party artificial intelligence model complies with the auditability and documentation requirements set forth in this Contract.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 250000000009 .

between

THE STATE OF MICHIGAN

and

CO

NT

RA

CT

O R

CourtAlert.com Inc.

ST

AT

E Pr og ra m

M an ag er Multiple

42 West 38th Street

New York, NY 10018

Yaniv Schiller

C on tra ct

Ad m in is tra to r Mecca Martin DTMB

212-227-0391 517-230-5694 yschiller@courtalert.com MartinM42@michigan.gov

VS0244227

CONTRACT SUMMARY

DESCRIPTION: Legal Case Management System & Maintenance and Support (M&O)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

11/1/2024 10/31/2029 (3) 1-Year 10/31/2029

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

Contract Developed as a Result of CPC – 171- 220000000029

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $762,000.00

STATE OF MICHIGAN PROCUREMENT

DEPARTMENT OF TECHNOLOGY, MANAGEMENT, AND BUDGET

P.O. BOX 30026

320 S. Walnut Street., Lansing, Michigan 48933 mailto:yschiller@courtalert.com

CONTRACT NO. 250000000009

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

Program Managers For

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB Duane Kerkstra 248-660-0132 kerkstrad@michigan.gov MDHHS Matthew Rick 517-241-0048 RickM@michigan.gov MDHHS Leslie Asman 517-284-4848 AsmanL@michigan.gov mailto:RickM@michigan.gov

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 CourtAlert.com, Inc. (“Contractor”), A NEW YORK CORPORATION. This Contract is effective on 11/1/2024 (“Effective Date”), and unless terminated, will expire on 10/31/2029 (the “Term”).

1. This Contract may be renewed for up to 3 additional 1-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice. Definitions. For the purposes of this Contract, the following terms have the following meanings:

“Acceptance” has the meaning set forth in Section 9.

“Acceptance Tests” means such tests as may be conducted in accordance with Section 9.1 and a Statement of Work to determine whether the Software meets the requirements of this Contract and the Documentation.

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

“Allegedly Infringing Materials” has the meaning set forth in Section 17.2(b).

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

“Authorized Users” means all Persons authorized by the State to access and use the Software under this Contract, subject to the maximum number of users specified in the applicable Statement of Work.

“Business Day” means a day other than a Saturday, Sunday or other day on which the State is authorized or required by law to be closed for business.

“Business Requirements Specification” means the initial specification setting forth the State’s business requirements regarding the features and functionality of the Software, as set forth in a Statement of Work.

“Change” has the meaning set forth in Section 2.2.

“Change Notice” has the meaning set forth in Section 2.2(b).

“Change Proposal” has the meaning set forth in Section 2.2(a).

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

“Confidential Information” has the meaning set forth in Section 22.1.

“Configuration” means State-specific changes made to the Software without Source Code or structural data model changes occurring.

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

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) approve any Change Notices under this Contract. Each party’s Contract Administrator will be identified in a Statement of Work.

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

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

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

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

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

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

“Deliverables” means the Software, and all other documents and other materials that Contractor is required to or otherwise does provide to the State under this Contract and otherwise in connection with any Services, including all items specifically identified as Deliverables in a Statement of Work.

“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.

“Documentation” means all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the Software.

“DTMB” means the Michigan Department of Technology, Management and Budget.

“Effective Date” has the meaning set forth in the preamble.

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

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

“Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, encrypt, modify, copy, or otherwise harm or impede in any manner, any (i) computer, software, firmware, data, hardware, system or network, or (ii) any application or function of any of the foregoing or the integrity, use or operation of any data Processed thereby; or (b) prevent the State or any Authorized User from accessing or using the Services as intended by this Contract, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.

“HIPAA” has the meaning set forth in Section 21.1.

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

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

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

“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 material failure or failures of the Software to conform to the requirements of this Contract, including any applicable Documentation.

“Open-Source Components” means any software component that is subject to any open-source copyright license agreement, including any GNU General Public

License or GNU Library or Lesser Public License, or other obligation, restriction or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

“Operating Environment” means, collectively, the platform, environment and conditions on, in or under which the Software is intended to be installed and operate, as set forth in a Statement of Work, including such structural, functional and other features, conditions and components as hardware, operating software, system architecture, configuration, computing hardware, ancillary equipment, networking, software, firmware, databases, data, and electronic systems (including database management systems).

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

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

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

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

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

“Representatives” means a party's employees, officers, directors, partners, shareholders, agents, attorneys, successors and permitted assigns.

“RFP” means the State’s request for proposal designed to solicit responses for Services under this Contract.

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

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

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

“Software” means Contractor’s software as set forth in a Statement of Work, and any Maintenance Releases or New Versions provided to the State and any Customizations or Configurations made by or for the State pursuant to this Contract, and all copies of the foregoing permitted under this Contract.

“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which the Software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of, and to develop computer programs compatible with, the Software.

“Specifications” means, for the Software, the specifications collectively set forth in the Business Requirements Specification, Technical Specification, Documentation, CPC or Contractor’s Bid Response, if any, for such Software, or elsewhere in a Statement of Work.

“State” means the State of Michigan.

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

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

“State Materials” means all materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, content and technology, in any form or media, directly or indirectly provided or made available to Contractor by or on behalf of the State in connection with this Contract.

“State Program Managers” are the individuals appointed by the State, or their designees, to (a) monitor and coordinate the day-to-day activities of this Contract;

(b) co-sign off on Acceptance of the Software and other Deliverables; and (c) perform other duties as may be specified in a Statement of Work Program Managers will be identified in a Statement of Work.

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

“Statement of Work” means any statement of work entered into by the parties and incorporated into this Contract. The initial Statement of Work is attached as Schedule A.

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

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

“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 Contractor’s know-how, 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 each phase of completion of the Software as specified in the Pricing Schedule and for which Support Services are provided free of charge.

“Work Product” means exclusive State-specific deliverables that State is able to prepare as a result of Contractor’s services, including reports and electronic mails the State is able to create using the Deliverables. Work Product does not include Contractor’s application programming interfaces, computer scripts, macros, user interfaces, code, templates, ideas, concepts, know-how, processes, and methodologies of Contractor, which remain Contractor’s Intellectual Property Rights.

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 agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work (including the Implementation Plan and all Milestone Dates) is required.

2.2 Change Control Process. 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.

(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; or

(iii) initiate a Dispute Resolution Procedure;

(d) No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with a Statement of Work pending negotiation and execution of a Change Notice.

Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice.

(e) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Support Services under this Contract.

(f) Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.

2.3 Contractor Personnel.

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

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

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

(ii) upon request, require such Contractor Personnel to execute written agreements, in form and substance acceptable to the State, that bind such Contractor Personnel to confidentiality provisions that are at least as protective of the State’s information (including all Confidential Information) as those contained in this Contract; and

(iii) upon request, or as otherwise specified in a Statement of Work, perform background checks on all Contractor Personnel prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks on Contractor Personnel. Pursuant to

Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018.

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

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

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

(a) Contractor Project Manager must:

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

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

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

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

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

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

(ii) the State consents in writing to any removal requested by Contractor in writing, such consent not to be unreasonably withheld;

(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 the lesser of $25,000 per individual and the wages paid to such individual that have been allocated to the services provided hereunder (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…