472B7700063 Edovo Tablets COMP.pdf

CONTRACT CHANGE NOTICE

Change Notice Number 11 .

to

Contract Number 472B7700063.

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Edovo Foundation

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P ro gr am

M a n ag er David Derks MDOC

1130 S. Canal St., #1271 231-773-9200

Chicago, IL 60607 derksd@michigan.gov

Brian Hill C o n tr ac t A d m in is tr at o r Chris Hopcraft MDOC

206-403-9905 517-241-2192 brian@edovo.com HopcraftC@michigan.gov

VS0313425

STATE OF MICHIGAN

Department of Corrections 206 E. Michigan Ave. Lansing MI 48933 PO Box 30003 Lansing MI 48909

CONTRACT SUMMARY

DESCRIPTION: Web based Educational Content via Tablet � Pilot Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 1, 2017 April 30, 2018 Seven� 1 year periods April 30, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 See Contract

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Payment Request (PRC) Other Yes No

MINIMUM DELIVERY REQUIREMENTS

None

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

1 Year April 30, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,431,881.60 $214,000.00 $5,645,881.60 DESCRIPTION: Effective April 24, 2025, This Contract is extended by one year. The revised contract expiration date is April 30, 2026.

In addition, $214,000.00 is added to the contract for MDOC use. The revised aggregate contract value is $5,645,881.60.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on April 22, 2025.

CHANGE NOTICE NO. 11 TO CONTRACT NO. 472B7700063

FOR THE CONTRACTOR:

Jail Education Solutions, Inc. d/b/a Edovo Company Name

Authorized Agent Signature

Brian Hill Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Julie Hamp, Deputy Director_ Name & Title

Agency

Change Notice Number 10 .

to

Contract Number 472B7700063.

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R Jail Education Solutions, Inc. d/b/a Edovo

500 W. Madison, Suite 801

Chicago, IL 60661

Brian Hill

206-403-9905 brian@edovo.com

CV0064025

STATE CONTACTS

P ro g ra m

M a n a g er

David Derks MDOC

C o n tr ct

A dm in is tr a to r Chris Hopcraft MDOC

231-773-9200 517-241-2192 derksd@michigan.gov HopcraftC@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: Web based Educational Content via Tablet � Pilot Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 1, 2017 April 30, 2018 Seven 1-year options April 30, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 See Contract

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Direct Voucher (DV) Other Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

1 Year April 30, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,431,881.60 $0.00 $5,431,881.60 DESCRIPTION: Effective March 1, 2024, the following changes are made to this Contract:

This Contract is hereby assigned from Jail Education Solutions, Inc. d/b/a Edovo to The Edovo Foundation.

In addition, the State is exercising an Option Year. The revised expiration date is April 30, 2025.

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

STATE OF MICHIGAN

Department of Corrections 206 E Michigan Ave, Lansing MI 48933 PO Box 30003, Lansing MI 48910

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1130 S. Canal St., #1271

Chicago, IL 60607

Brian Hill

206-403-9905 brian@edovo.com

VS0313425

CHANGE OF CONTRACTOR NAME AND/OR TAX ID -- CHANGE NOTICE NO. 10 TO CONTRACT NO. 472B7700063

Julie Hamp, Deputy Director Name & Title

Change Notice Number 9 .

to

Contract Number 472B7700063.

C O

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Jail Education Solutions, Inc. d/b/a Edovo

A T

E P ro gr am an ag er

David Derks MDOC

500 W. Madison, Suite 801 231-773-9200

Chicago, IL 60661 derksd@michigan.gov

Brian Hill C o nt d m in is tr at o r Chris Hopcraft MDOC

206-403-9905 517-241-2192 brian@edovo.com HopcraftC@michigan.gov

CV0064025

206 E. Michigan Ave. Lansing MI 48933

PO Box 30003 Lansing MI 48909

CONTRACT SUMMARY

DESCRIPTION: Web based Educational Content via Tablet � Pilot Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 1, 2017 April 30, 2018 Seven� 1 year periods April 30, 2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 See Contract

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Payment Request (PRC) Other Yes No

MINIMUM DELIVERY REQUIREMENTS

None

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

1 Year April 30, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,431,881.60 $0.00 $5,431,881.60 DESCRIPTION: Effective January 5, 2022, This Contract is exercising the fifth option year. The revised Contract Expiration date is April 30, 2024.

The State Program Manager has been changed to David Derks. The State Contract Administrator has been changed to Chris Hopcraft.

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

CHANGE NOTICE NO. 9 TO CONTRACT NO. 472B7700063

Lia Gulick, Deputy Director_ Name & Title

Change Notice Number 8 .

to Contract Number 472B7700063.

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Pr og ag er

Tony Costello MDOC

500 W. Madison, Suite 801 517-230-6754

Chicago, IL 60661 CostelloT@michigan.gov

Brian Hill

C on tra

Ad in is tra to r Ethan Todd MDOC

206-403-9905 517-241-5056 brian@edovo.com ToddE1@michigan.gov

CV0064025

STATE OF MICHIGAN PROCUREMENT

Department of Corrections 206 E. Michigan Ave. Lansing MI 48933 PO Box 30003 Lansing MI 48909

CONTRACT SUMMARY

DESCRIPTION: Web based Educational Content via Tablet – Pilot Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 1, 2017 April 30, 2018 Four – 1 year periods April 30, 2021

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 See Contract

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

None

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☒ 1 Year ☐ April 30, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,431,881.60 $0.00 $5,431,881.60

DESCRIPTION:

Effective April 30, 2022, the following changes are made to this Contact:

Three addition one-year options are added to this Contract.

This Contract is exercising the fourth option year. The revised Contract Expiration date is April 30, 2023.

Schedule B Service Level Agreement is revised to the attached Service Level Agreement.

Under Schedule F – Pricing, the following line items for Internet Service pricing are revised:

13. Internet Service Baraga Correctional Facility includes taxes and fees.

Per Month

$320.00

14. Internet Service Bellamy Creek Correctional Facility includes taxes and fees.

Per Month

$800.00

15. Internet Service Thumb Correctional Facility includes taxes and fees.

Per Month

$800.00

16. Internet Service Women’s Huron Valley Correctional Facility includes taxes and fees.

Per Month

$625.00

20. Internet Service Alger Correctional Facility includes taxes and fees.

Per Month

$320.00

21. Internet Service Oaks Correctional Facility includes taxes and fees.

Per Month

$840.00

Line Item 17. is removed.

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

CHANGE NOTICE NO. 8 TO CONTRACT NO. 472B7700063

Lia Gulick, Deputy Director

Name & Title

Michigan Department of Corrections

Agency/Vendor: Edovo Contract #472B7700063:

Effective Date:

Metric:1. Network Connectivity and Downtime

Definition and Purpose

Availability of network connectivity provided by the local Internet Service Provider (ISP) during designated hours via the Michigan Department of Corrections (MDOC) owned infrastructure to the Contractor's installed hardware and wireless tablet devices. "Available” means the Hosted Services are available and operable for access and use by the State and its Authorized Users over the Internet

RESPONSE AND RESOLUTION OF NETWORK CONNECTIVITY OUTAGES

1) The Contractor is expected to ensure necessary steps are taken to re-establish network connectivity within the contracted time frame after receiving notification of a system failure/outage. Schedule A, Attachment A, Resolution Times for contracted time frames.

Indicators/Methodologies/Acceptable Standard

Indicator:

Connectivity not re-established within the contracted time frame per Schedule A, Attachment A, Resolutions Times after receiving notification by MDOC of a repair request as reported by participating facility's Edovo Downtime Log.

Methodology:

1. Document date/time of the MDOC's communication about system connectivity outage.

2. Document date/time of Contractor's contact with sub/third party ISP provider.

3. Document date/time of system connectivity outage resolution.

Acceptable Standard:

Resolution timetables are in compliance with Schedule A, Attachment A. Resolution Times for contracted time frames.

Amount for Failing to Meet Service Level Agreement The MDOC may assess invoice credits to the Contractor up to $1,000 per unresolved system connectivity issues per facility per day that is not completed within the contracted time frame and per the contract terms after receiving notification of a system connectivity issues.

Extenuating circumstances will be reviewed by the MDOC Contract Manager before any Service Credits are assessed.

MICHIGAN DEPARTMENT OF CORRECTIONS

Procurement, Monitoring, and Compliance Division

Service Level Agreement

Page 2 of 3 08/30/2019

Metric: 2. Timeliness of Monthly Data Audit Trail Report

Definition and Purpose

The Contractor must submit an electronic Monthly Data Audit Trail Report by midnight on the 10th of each month to the MDOC Program Manager or designee detailing the amount of service provided for the previous month in accordance with Schedule A, Section 1.304.E: Reports.

Indicators/Methodologies/Acceptable Standard

Indicator:

The MDOC Program Manager or designee must receive the required Monthly Data Audit Trail Report by midnight on the 10th of each month.

Methodology:

1. Monthly Data Audit Trail Report received in required time frame and format.

2. Report contains complete and accurate information i.e., prisoner ID, date and sites accessed.

Acceptable Standard:

Complete Monthly Data Audit Trail Report is received by the MDOC Program Manager or designee by midnight on the 10th of each month.

Amount for Failing to Meet Service Level Agreement The MDOC may assess invoice credits in the amount of $1,500.00 for each Monthly Data Audit Trail Report that is not received by midnight on the 10th of each month or for each report that does not contains required, complete and accurate information.

Extenuating circumstances will be reviewed by the MDOC Contract Manager before any Service Credits are assessed.

Page 3 of 3 08/30/2019

Metric: 3. Prohibited Access to Out-Of-Network Sites by Prisoners

Definition and Purpose

The Contractor must provide secure connectivity and a secure wireless network with no access to public facing internet or other State-owned networks. Tablets must not access outside of the Contractor’s closed network in accordance with Schedule A, Section 1.104.K System Security Deliverables.

Indicators/Methodologies/Acceptable Standard

Indicator:

Prisoners have access to public-facing internet, other State-owned networks, or access outside the Contractor's closed network.

Methodology:

1. Monthly Data Audit Trail Report indicates prisoner(s) have accessed public-facing internet, other State-owned networks or access outside the Contractor's closed network.

Acceptable Standard:

No access to public-facing internet, other State-owned networks or access outside Contractor's closed network.

Amount for Failing to Meet Service Level Agreement MDOC may assess invoice credits up to $10,000 per event (“event” as used in this section is a specific technical failure of the contractor) where the Contractor's security system permitted access to public-facing internet, other State-owned networks or access outside of the Contractor's closed network. In no event will this SLA credit be more than $10,000 per event.

Extenuating circumstances will be reviewed by the MDOC Contract Manager before any Service Credits are assessed.

Revised 2/2019

Change Notice Number 7 .

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A g n a g e r

Tony Costello MDOC

500 W. Madison, Suite 801 517-230-6754

Chicago, IL 60661 CostelloT@michigan.gov

Brian Hill C o n tr a c t

A d m in is tr a to r Ethan Todd MDOC

206-403-9905 517-241-5056 brian@edovo.com ToddE1@michigan.gov

CV0064025

STATE OF MICHIGAN PROCUREMENT

Department of Corrections 206 E. Michigan Ave. Lansing MI 48933 PO Box 30003 Lansing MI 48909

CONTRACT SUMMARY

DESCRIPTION: Web based Educational Content via Tablet – Pilot Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 1, 2017 April 30, 2018 Four – 1 year periods April 30, 2021

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 See Contract

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

None

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

☒ 1 Year ☐ April 30, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$2,450,000.00 $2,981,881.60 $5,431,881.60 DESCRIPTION: Effective April 30, 2021, this Contract is exercising the fourth option year and is increasing by $2,981,881.60. The revised Contract Expiration date is April 30, 2022. The Contract Administrator is changed to Ethan Todd.

CHANGE NOTICE NO. 7 TO CONTRACT NO. 472B7700063

Jail Education Solutions, Inc d/b/a Edovo

Brian Hill, CEO

01/28/2021

02/17/2021

Change Notice Number 6 .

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Pr og ag er Tony Costello MDOC

500 W. Madison, Suite 801 517-230-6754

Chicago, IL 60661 CostelloT@michigan.gov

Brian Hill C on tra

Ad in is tra to r Cathy Carr MDOC

206-403-9905 517-241-2192 brian@edovo.com CarrC@michigan.gov

CV0064025

STATE OF MICHIGAN PROCUREMENT

Department of Corrections 206 E. Michigan Ave. Lansing MI 48933 PO Box 30003 Lansing MI 48909

CONTRACT SUMMARY

DESCRIPTION: Web based Educational Content via Tablet – Pilot Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 1, 2017 April 30, 2018 Four – 1 year periods April 30, 2021

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 See Contract

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

None

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

$2,450,000.00 $2,450,000.00 DESCRIPTION: Effective 1/1/2021, price of tablets is changed in accordance with Attachment A. All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement.

CHANGE NOTICE NO. 6 TO CONTRACT NO. 472B7700063

Jail Eduction Solutions, Inc. dba Edovo

Brian Hill, CEO

11/1/2020

12/07/2020

472B7700063

TABLETS AND EDUCATIONAL PROGRAMMING

Change Notice 6

Attachment A

Schedule F - Pricing The following line item pricing are changed.

From:

Item # Description Unit of Measure

Unit Cost

1. Tablets – price per day, per tablet Daily $1.48

To:

Item # Description Unit of Measure

Unit Cost

1. Tablets – price per day, per tablet Daily $ 1.45

Change Notice Number 5 .

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A g n a g e r

Tony Costello MDOC

500 W. Madison, Suite 801 517-230-6754

Chicago, IL 60661 CostelloT@michigan.gov

Brian Hill C o n tr a c t

A d m in is tr a to r Cathy Carr MDOC

206-403-9905 517-241-2192 brian@edovo.com CarrC@michigan.gov

CV0064025

STATE OF MICHIGAN PROCUREMENT

Department of Corrections 206 E. Michigan Ave. Lansing MI 48933 PO Box 30003 Lansing MI 48909

CONTRACT SUMMARY

DESCRIPTION: Web based Educational Content via Tablet – Pilot Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 1, 2017 April 30, 2018 Four – 1 year periods April 30, 2020

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 See Contract

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

None

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

☒ 1 Year ☐ 4/30/2021

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,850,000.00 $600,000.00 $2,450,000.00 DESCRIPTION: Effective 4/30/2020, this Contract is exercising the second option year and is increased by $600,000.00. The revised contract expiration date is 4/30/2021. Contract language is changed in accordance with Attachment A. All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement.

CHANGE NOTICE NO. 5 TO CONTRACT NO. 472B7700063

03/25/2020

04-23-2020

472B7700063

TABLETS AND EDUCATIONAL PROGRAMMING

Change Notice 5

Attachment A

Schedule F - Pricing The following line item pricing are changed.

From:

Item # Description Unit of Measure

Unit Cost

21. Internet Service

Oaks Correctional Facility includes taxes and fees.

PER

MONTH

$ 537.90

To:

Item # Description Unit of Measure

Unit Cost

21. Internet Service

Oaks Correctional Facility excludes taxes and fees.

PER

MONTH

$ 537.90

ENTERP�SEPROCUREMENT

Department of Corrections

206 E. MICHIGAN AVENUE., LANSING, MICHIGAN 48933

P.O. BOX 30033 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number i to

Contract Number 47287700063

Jail Education Solutions, Inc. d/b/a Edovo

Tony Costello

11 517-230-6754

MDOC

215 W Superior St, Ste 600

Chicago, IL 60654

Brian Hill

602-403-9905

Brian@edovo.com

CV0064025

a:i.,___"=""""----------1 Costello T@michigan.gov

I Cathy Carr

.j

-2

1-

___________ -i CarrC@michigan.gov

MDOC

, CONTRACT SUMMARY

DESCRIPTION: Web Based Educational Content via Tablet - Pilot Proaram

L.

May 1, 2017 April 30, 2018 Four 1 year _ �AYM!NTif'ERMI

Net45

A�TERNA!E PAYMENT OPTIONS

□ P-card D Payment Request (PRC)

None

D Other

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

1 year □

EXP.IRATION DATE 151:J'ORE

CHANGE(S) NOTED BEL.OW

April 30, 2019 DELIV�RY Tl,.,�ME

See Contract

□ Yes 181 No

LENGTH OF

EXTENSION REVISED EXP. DA:TE I

April 30, 2020

CURRENT VALUE- f VALUEJOF CHA�E-NOTICE L ESTIMATED �GGREGATECONTRACT V�t.Jll

I $1,000,QQQ.0Q $700,QQQ.QQ $1,700,QQ0.QO

1-----___.;.-------......... ----------&.-.--------------1

DESCRIPTION: Effective 4/30/2019, this Contract is exercising the second option year and is increased by $700,000.00. The revised contract expiration date is 4/30/2020. The following language is hereby added to Section 1.104 Work and Deliverable, 8. Hardware Deliverables, 3. Tablets, new item l of the Contract 04Through development and testing, the specs of these devices may change. The device should have a security hardened backing, with fastenings into an integrated tablet device for improved safety and security purposes within the secure correctional facility environment." Contract Terms Section 22.13 is changed per the attachment.

Revised 612018

CHANGE NOTICE NO. 2 TO CONTRACT NO • .e12enoooe3

Jail Education Solutions, Inc d/b/a Edovo Company Name

Brian Hill Authorized Agent (Print or Type)

March 22, 2019 Date

FOR THE STATE:

Lia Gulick, Acting Deputy Director

Name& Title

Michigan Department of Corrections

Agency lf-10-19

Ri:vi,eJ 6/2013

�' :AD \-h t t ( Le C:, Authorized Agent (Print or Type)

Oate

FOR THE STATE:

Jeri Ann Sherry, Deputy Director

Name & Tllle

Michigan Department of Corrections

Agency

Oate

R�v1sctl .i1� t f.!O Ir, CONTRACT NO. 472Bn00013

Jail Education Solutions, Inc.

Company Name

Authorized' Agent Signature

Brian Hill Authorized Agent (Print or Type)

4/26/17 Date

FOR THE STATE:

Signature

Jeri Ann Sherry, Deputy Director

Name& Title

Department of Corrections

Agency

Revised 5/03/2016

CONTRACT TERMS

Software as a Service (SaaS)

This Software as a Service Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and Jail Education Solutions Inc. d/b/a Edovo (“Contractor”), a Delaware Corporation. This Contract is effective on May 1, 2017 (“Effective Date”), and unless earlier terminated, will expire on April 30, 2018 (the “Term”).

This Contract may be renewed for up to four additional one year period(s) upon mutual agreement.

Renewal must be by written notice from the State and will automatically extend the Term of this Contract.

1. Definitions.

“Accept” has the meaning set forth in Section 4.2(b).

“Acceptance” has the meaning set forth in Section 4.2(b).

“Action” has the meaning set forth in Section 15.1.

“Actual Uptime” means the total minutes in the Service Period that the Hosted Services are Available.

“ADA” means Americans with Disability Act.

“Allegedly Infringing Features” has the meaning set forth in Section 15.3(b)(ii).

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

“Availability” has the meaning set forth in Section 5.1(a).

“Availability Requirement” has the meaning set forth in Section 5(a).

“Available” has the meaning set forth in Section 5.1(a).

“Business Day” means a day other than a Saturday, Sunday or State Holiday.

“CEO” means Chief Executive Officer.

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

“Code” has the meaning set forth in Section 21.

“Confidential Information” has the meaning set forth in Section 12.1.

“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 and execute any Change Notices under this Contract. Each party’s Contract Administrator will be identified in the Statement of Work.

“Contract Monitor” for the State is the sole point of contact for the State on all contract related issues.

The Contract Monitor will work with the Contract Administrator if there are reasons to modify any terms of this Contract.

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

“Contractor Personnel” means all employees and agents of Contractor, all Subcontractors and all employees and agents of any Subcontractor, involved in the performance of Services.

“Contractor Security Officer” has the meaning set forth in Section 2.5(a).

“Contractor Service Manager” has the meaning set forth in Section 2.5(a).

“Contractor Systems” has the meaning set forth in Section 13.3.

“Contractor’s Closed Network” means the network under the control of the Contractor or its subcontractors. It is not accessible by the public (or anyone outside of the group approved and authorized by the Contractor).

“Corrective Action Plan” has the meaning set forth in Section 6.6.

“Critical Service Error” has the meaning:

• Issue affecting entire system or single critical production function;

• System down or operating in materially degraded state;

• Data integrity at risk;

• Material financial impact;

• Declared a Critical Support Request by the State; or

• Widespread access interruptions.

“CTO” means Chief Technical Officer.

“Documentation” means all generally available documentation relating to the Services, including all user manuals, operating manuals and other instructions, specifications, documents and content, in any form or media, that describe any component, feature, requirement or other aspect of the Services, including any functionality, testing, operation or use thereof.

“DR Plan” has the meaning set forth in Section 14.3(a).

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

“ETA” means estimated time of arrival.

“Exceptions” has the meaning set forth in Section 5.2.

“Fees” has the meaning set forth in Section 8.1.

“Force Majeure Event” has the meaning set forth in Section 19.1.

“Go Live” is defined as the date when the Contractor and MDOC mutually agree that:

● The tablets and charging carts have been delivered and are fully operational.

● All training is completed.

● The MDOC staff have been trained on and have access to the interface to add and/or customize coursework and the Security/User Management Interface.

● The State Program Manager or designee acknowledges in writing that they are ready to distribute the tablets to prisoners.

“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, distort, or otherwise harm or impede in any manner, any (i) computer, software, firmware, 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 or Contractor Systems 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” has the meaning set forth in Section 2.1(a).

“Intellectual Property Rights” means any and all rights comprising or relating to: (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 goodwill associated therewith;

(c) authorship rights, copyrights and copyrightable works (including computer programs) 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.

“ISP” means Internet Service Provider.

“Key Personnel” mean any Contractor Personnel identified as key personnel in this Contract or any Statement of Work.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement or rule of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

“Loss” means all losses, 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. “Losses” has a correlative meaning.

“Material” means a fundamental operational adjustment to suggested program operations that would impact the regular usage or facilitation of the program or issue as identified within the manuals.

“Material Change” is defined as a change that substantially alters the function of an existing feature such that re-training by a Contractor’s representative is necessary or introduces an entirely new feature that may also require training by a Contractor’s representative. Additionally, a material change is a change that requires more time than the standard nightly downtime window allows. An example may be hardware replacement or database upgrade.

“Material Issue” is defined as a service failure leading to significantly degraded user experience for the provided service. Such failures include but are not limited to: total service outage, unavailability of all education content, unavailability of all entertainment content, or a total inability to login or access the provided service.

“Material Issue Scheduled Downtime” has the meaning set forth in Section 5.4

“MDOC” means Michigan Department of Corrections

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

“Personally Identifiable Information (PII)” has the meaning set forth in Section 9.1.

“Process” means to perform any operation or set of operations on any data, information, content, work, expression or other content belonging to the State, 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. Process does not include the ability to perform these operations on content associated with Contractor’s Intellectual Property Rights.

“Public-facing Internet” means any network outside of the Contractor’s closed network.

“Reject” has the meaning set forth in Section 4.2(b).

“Rejection” has the meaning set forth in Section 4.2(b).

“Representatives” means a party’s employees, officers, directors, consultants, legal advisors and, with respect to Contractor, Contractor’s Subcontractors.

“Resolve” has the meaning set forth in Section 6.4(a).

“RMA” means Return Merchandise Authorization.

“Scheduled Downtime” has the meaning set forth in Section 5.3.

“Scheduled Uptime” is the total minutes in the Service Period when the network is fully operational allowing the tablets to function at full capacity.

“Service Availability Credits” has the meaning set forth in Section 5.6(a).

“Service Error” means any failure of any Hosted Service to be Available or otherwise perform in accordance with this Contract and the Specifications.

“Service Level Credits” has the meaning set forth in Section 6.5.

“Service Level Failure” means a failure to perform the Support Services fully in compliance with the Support Service Level Requirements.

“Service Period” has the meaning set forth in Section 5.1(a).

“Service Software” means any and all software applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Contractor provides remote access to and use of as part of the Services.

“Services” has the meaning set forth in Section 2.1.

“Source Code” means the human readable source code of the Service Software to which it relates, in the programming language in which the Service 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 Service Software.

“Specifications” means the specifications for the Services set forth in the applicable Statement of Work and, to the extent consistent with and not limiting of the foregoing, the Documentation.

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

“State Data” has the meaning set forth in Section 9.1.

“State Modification” has the meaning set forth in Section 15.2(a)

“State Project Manager” has the meaning set forth in Section 2.8.

“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” has the meaning set forth in Section 2.1(a). The Initial Statement of Work is attached as Schedule A, and subsequent Statements of Work shall be sequentially identified and attached as Schedule A-1, A-2, A-3, etc.

“Subcontractor” means any entity that performs any Services under this Contract and otherwise has the meaning set forth in Section 2.4(a).

“Support Request” has the meaning set forth in Section 6.4(a).

“Support Service Level Requirements” has the meaning set forth in Section 6.4.

“Support Services” has the meaning set forth in Section 6.

“Technical Turn Up” is defined as:

• The third-party broadband network connection, the state-owned elements of the wireless network, and the proprietary network equipment proved by the Contractor are installed and fully operational at a participating facility.

• The Contractor has conducted an on-site post-installation survey for each participating facility to verify that the State-owned infrastructure and cabling of the equipment is installed correctly to allow the network to be fully optimized.

• The Contractor is able to fully monitor the network remotely.

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

“Transition Period” has the meaning set forth in Section 7.3.

“Transition Responsibilities” has the meaning set forth in Section 7.3.

“User Data” means any and all information reflecting the access or use of the Hosted Services by or on behalf of the State or any Authorized User, including any end user profile, visit, session, impression, click-through or click-stream data and any statistical or other analysis, information or data based on or derived from any of the foregoing.

2. Services.

2.1 Services. Throughout the Term and at all times in connection with its actual or required performance under this Contract, Contractor will, in accordance with all terms and conditions set forth in this Contract and each applicable Statement of Work, provide to the State and its Authorized Users the following services (“Services”):

(a) the hosting, management and operation of the Service Software and other services for remote electronic access and use by the State and its Authorized Users (“Hosted Services”) as described in one or more written, sequentially numbered, Statements of Work referencing this Contract, including all Specifications set forth in such Statements of Work, which, upon their execution will be attached as Schedule A to this Contract and by this reference are incorporated in and made a part of this Contract (each, a “Statement of Work”);

(b) service maintenance and the Support Services as set forth in Section 6 and in the applicable Statement of Work; and

(c) such other services as may be specified in the applicable Statement of Work.

2.2 Change Notices.

(a) Any modifications or changes to the Services under any executed Statement of Work will be effective only if and when memorialized in a mutually agreed written change notice (“Change Notice”) signed by both Parties, provided, however, that for any Services provided on a limited basis (for example, on a per user, server, CPU or named-user basis), the State may, at any time, increase or decrease the number of its licenses hereunder subject to a corresponding forward-going adjustment of the Fees to reflect these changes in accordance with the pricing set forth in the applicable Statement of Work.

(b) In the event the Services are customizable, a more detailed change control process may be specified in the applicable Statement of Work. In such event, the change control process set forth in such Statement of Work shall control.

2.3 Compliance With Laws. Contractor must comply with all applicable Laws as they concern this

Contract, including by securing and maintaining all required and appropriate visas, work permits, business licenses and other documentation and clearances necessary for performance of the Services.

2.4 Subcontracting. Contractor will not itself, and will not permit any Person to, subcontract any

Services, in whole or in part, without the State’s prior written consent, which consent may be given or withheld in the State’s sole discretion. Without limiting the foregoing:

(a) Contractor must ensure each Contractor subcontractor (including any subcontractor of a Contractor subcontractor, each, a “Subcontractor”) complies with all relevant terms of this Contract, including all provisions relating to State Data or other Confidential Information of the State;

(b) the State’s consent to any such Subcontractor does not relieve Contractor of its representations, warranties or obligations under this Contract;

(c) Contractor will remain responsible and liable for any and all: (i) performance required hereunder, including the proper supervision, coordination and performance of the Services; and (ii) acts and omissions of each Subcontractor (including, such Subcontractor’s employees and agents, who, to the extent they are involved in providing any Services, are deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor;

(d) any noncompliance by any Subcontractor or its employees or agents with the provisions of this Contract or any Statement of Work will constitute a breach by Contractor;

(e) prior to the provision of Services by any Subcontractor, Contractor must obtain from each such proposed Subcontractor:

(i) the identity of such Subcontractor and the location of all its data centers, if any, that will be used in Processing any State Data, which information Contractor shall promptly disclose to the State in writing; and

(ii) a written confidentiality, restricted use, work-for-hire and intellectual property rights assignment Contract in form and substance acceptable to the State, giving the State rights at least equal to those set forth in Section 9 (State Data), Section 12 (Confidentiality), Section 13 (Security) and Section 14 (Redundancy, Data Backup and Disaster Recovery) and containing the Subcontractor’s acknowledgment of, and agreement to, the provisions of Section 2.5 (Contractor Personnel), a fully-executed copy of which agreement Contractor will promptly provide to the State upon the State’s request.

2.5 Contractor Personnel. Contractor will:

(a) subject to the prior written approval of the State, appoint: (i) a Contractor employee to serve as a primary contact with respect to the Services who will have the authority to act on behalf of Contractor in matters pertaining to the receipt and processing of Support Requests and the Support Services (the “Contractor Service Manager”); and (ii) a Contractor employee to respond to the State’s inquiries regarding the security of the Contractor Systems who has sufficient knowledge of the security of the Contractor Systems and the authority to act on behalf of Contractor in matters pertaining thereto (“Contractor Security Officer”); and (iii) other Key Personnel, who will be suitably skilled, experienced and qualified to perform the Services;

(b) maintain the same Contractor Service Manager, Contractor Security Officer and other Key Personnel throughout the Term and such additional period, if any, as Contractor is required to perform the Services, except for changes in such personnel due to: (i) the State’s request pursuant to Section 2.5(c); or

(ii) the death, disability, resignation or termination of such personnel or other circumstances outside Contractor’s reasonable control; and

(c) upon the reasonable written request of the State, promptly replace any Key Personnel of Contractor.

2.6 Management and Payment of Contractor Personnel.

(a) Contractor is solely responsible for the payment of Contractor Personnel, including all fees, expenses and compensation to, by or on behalf of any Contractor Personnel and, if applicable, the withholding of income taxes and payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

(b) Contractor will ensure that no Person who has been convicted of a felony or any misdemeanor involving, in any way, theft, fraud, or bribery provides any Services or has access to any State Data, State Systems or State facilities. On a case-by-case basis, the State may request that Contractor initiate a background check on any Contractor Personnel before they may have access to State Data, State Systems or State facilities. Any request for a background check shall be initiated by the State and must be reasonably related to the type of work requested. The scope of the background check is at the discretion of the State and the results shall be used solely to determine the eligibility of Contractor Personnel to work with State Data, State Systems or in State facilities. If provided to the State, results of background checks will be promptly returned to Contractor, and will be treated as Confidential Information. All investigations will include a Michigan State Police Background check (ICHAT) and may include a National Crime Information Center (NCIC) Finger Print check. Contractor will present attestation of satisfactory completion of such tests. Contractor is responsible for all costs and expenses associated with such background checks.

2.7 Time is of the Essence. Contractor acknowledges and agrees that time is of the essence with respect to its obligations under this Contract and that prompt and timely performance of all such obligations, including all timetables and other requirements of this Contract and each Statement of Work, is strictly required.

2.8 State Program Manager. The State will appoint and, in its reasonable discretion, replace, a State employee to serve as the primary contact with respect to the Services who will have the authority to act on behalf of the State in matters pertaining to the Support Services, including the submission and processing of Support Requests (the “State Program Manager”).

3. License Grant and Restrictions.

3.1 Contractor License Grant. Contractor hereby grants to the State, exercisable by and through its

Authorized Users, a nonexclusive, royalty-free, irrevocable (except as provided herein) right and license during the Term and such additional periods, if any, as Contractor is required to perform Services under this Contract or any Statement of Work, to:

(a) access and use the Hosted Services (including any content contained in the Hosted Services), including in operation with other software, hardware, systems, networks and services, for the State’s business purposes, including for Processing State Data;

(b) generate, print, copy, upload, download, store and otherwise Process all State owned Graphical User Interface (GUI), audio, visual, digital and other output, displays and other content as may result from any access to or use of the Services;

(c) prepare, reproduce, print, download and use a reasonable number of copies of the Specifications and Documentation for any use of the Services under this Contract; and

(d) access and use the Services for all such non-production uses and applications as may be necessary or useful for the effective use of the Hosted Services hereunder, including for purposes of analysis, development, configuration, integration, testing, training, maintenance, support and repair, which access and use will be without charge and not included for any purpose in any calculation of the State’s or its Authorized Users’ use of the Services, including for purposes of assessing any Fees or other consideration payable to Contractor or determining any excess use of the Hosted Services as described in Section 3.3.

3.2 License Restrictions. The State will not: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Hosted Services available to any third party, except as expressly permitted by this Contract or in any Statement of Work; or (b) use or authorize the use of the Services or Documentation in any manner or for any purpose that is unlawful under applicable Law.

3.3 Use. The State will pay Contractor the corresponding Fees set forth in the Statement of Work for all Authorized Users access and use of the Service Software. Such Fees will be Contractor’s sole and exclusive remedy for the authorized use of the Service Software, including any excess use.

3.4 Reserved

4. Service Preparation, Testing and Acceptance.

4.1 Service Preparation. Promptly upon the parties’ execution of a Statement of Work, Contractor will take all steps necessary to make the Services procured thereunder ready and available for the State’s use in accordance with the Statement of Work and this Contract, including any applicable milestone date or dates set forth in such Statement of Work.

4.2 Testing and Acceptance.

(a) When Contractor notifies the State in writing that they have completed the Technical Turn Up, the State will have (30) thirty calendar days (or such other period as may be agreed upon by the Parties in writing) from receipt of the notice to test the Hosted Services to determine whether they comply in all material respects with the requirements of this Contract and the Specifications.

(b) Upon completion of the State’s testing, the State will notify Contractor of its acceptance (“Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specifications, rejection (“Reject” or “Rejection”) of the Hosted Services. If the State Rejects the Hosted Services, the State will provide a written list of items that must be corrected. On receipt of the State’s notice, Contractor will promptly commence, at no additional cost or charge to the State, all reasonable efforts to complete, as quickly as possible and in any event within (30) thirty calendar days (or such other period as may be agreed upon by the Parties in writing) from receipt of the State’s notice, such necessary corrections, repairs and modifications to the Hosted Services to bring them into full compliance with the Specifications.

(c) If any corrective measures are required under Section 4.2(b), upon completion of all such measures, Contractor will notify the State in writing and the process set forth in Section 4.2(a) and Section 4.2(b) will be repeated; provided that if the State determines that the Hosted Services, as revised, still do not comply in all material respects with the Specifications, the State may, in its sole discretion:

(i) require the Contractor to repeat the correction, repair and modification process set forth in Section 4.2(b) at no additional cost or charge to the State; or

(ii) terminate any and all of the relevant Statement of Work, this Contract and any other Statements of Work hereunder.

(d) The parties will repeat the foregoing procedure until the State Accepts the Hosted Services or elects to terminate the relevant Statement of Work as provided in Section 4.2(c)(ii) above. If the State so terminates the relevant Statement of Work, Contractor must refund to the State all sums previously paid to Contractor under such Statement of Work within ten (10) business bays of the State’s written notice of termination, and the State will be relieved of all obligations thereunder.

(e) The Contractor estimates that there may be a period of up to 30 calendar days from the Technical Turn Up until the Go Live. During that 30-day period between the Technical Turn Up and the Go Live, the State will perform additional Acceptance Testing for the tablets and carts.

(f) When the Contractor notifies the State Program Manager in writing that they are ready for the Go Live, the State will have an additional two (2) business days (or such other period as may be agreed upon by the Parties in writing) from receipt of the notice to determine whether they comply in all material respects with the requirements of this Contract and the Specifications.

(g) Upon completion of the State’s testing, the State Program Manager or their designee will notify Contractor of its acceptance (“Accept” or “Acceptance”) or, if it has identified any noncompliance with the Specifications, rejection (“Reject” or “Rejection”) of the tablets and charging carts. If the State rejects the tablets and charging carts, the State will provide a written list of items that must be corrected. On receipt of the State’s notice, Contractor will promptly commence, at no additional cost or charge to the State, all reasonable efforts to complete, as quickly as possible and in any event within thirty (30) calendar days (or such other period as may be agreed upon by the Parties in writing) from receipt of the State’s notice, such necessary corrections, repairs and modifications to the tablets and charging carts to bring them into full compliance with the Specifications.

(h) If any corrective measures are required under Section 4.2(g), upon completion of all such measures, Contractor will notify the State in writing and the process set forth in Section 4.2(e) and Section 4.2(f) will be repeated; provided that if the State determines that the tablets and charging carts, as revised, still do not comply in all material respects with the Specifications, the State may, in its sole discretion:

require the Contractor to repeat the correction, repair and modification process set forth in Section 4.2(g) at no additional cost or charge to the State; or terminate any and all of the relevant Statement of Work, this Contract and any other Statements of Work hereunder.

(i) The parties will repeat the foregoing procedure until the State accepts the Hosted Services or elects to terminate the relevant Statement of Work as provided in Section 4.2(c)(ii) above. If the State so terminates the relevant Statement of Work, Contractor must refund to the State all sums previously paid to Contractor under such Statement of Work within ten (10) business days of the State’s written notice of termination, and the State will be relieved of all obligations thereunder.

5. Service Availability and Service Availability Credits.

5.1 Service Availability

(a) Availability Requirement. Contractor will make the Hosted Services Available, as measured over the course of each calendar month during the Term and any additional periods during which Contractor does or is required to perform any Hosted Services (each such calendar month, a “Service Period”), at least 99% of the time, excluding only the time the Hosted Services are not available solely as a result of one or more Exceptions (the “Availability Requirement”).