Michigan.gov/MiProcurement

RFP 260000001722

Proposal Instructions Department of Technology, Management, and Budget – Central Procurement Services Newborn Screening - Laboratory Information Management System, Maintenance, and Support Request for Proposal No. 260000001722 Solicitation Manager Name: Alannah Doak Email: DoakA@michigan.gov Main Phone: 1-855-MI-PURCH 1-855-647-8724 This is a Request for Proposal (RFP) for:

The procurement of a commercial-off-the-shelf (COTS) Laboratory Information Management System (LIMS), maintenance, and support services for the Michigan Department of Health and Human Services (MDHHS) Newborn Screening (NBS) Program.

Solicitation Timeline

*A bidder’s proposal received at 2:00:00 p.m. Eastern is late and subject to disqualification.

This Solicitation is subject to change. Check www.michigan.gov/SIGMAVSS for current information.

RESPONSE REQUIREMENT: Download this RFP Word document, insert responses directly into the bidder box locations provided, referencing any external attachments, save under a new name and upload with any attachments. DO NOT BREAK UP SOLICITATION. Upload completed Pricing Schedule separately.

1. PROPOSAL PREPARATION. The State recommends reading all Solicitation materials prior to preparing a proposal, particularly these Proposal Instructions and the Vendor Questions Worksheet. Bidders must follow these Proposal Instructions and provide a complete response to the items indicated in the table below. References and links to websites or external sources may not be used in lieu of providing the information requested in the Solicitation within the proposal. Include the bidder’s company name in the header of all documents submitted with your proposal. Note that all documents and information submitted as part of a proposal will become public record immediately upon receipt by the State. Proposals received by the State may be posted on the State’s publicly available website after bidders are notified of the award recommendation.

RFP Structure and Documentation

Schedule D - Service Level Agreement – State Hosted

Schedule D - Service Level Agreement – Contractor Hosted

Schedule H – Hardware – State Owned

Schedule H – Hardware – Contractor Owned

Schedule I – System Acceptance Testing

2. CONTACT INFORMATION FOR THE STATE. The sole point of contact for the State concerning this Solicitation is listed on the Cover Page. Contacting any other State personnel, agent, consultant, or representative about this Solicitation may result in Bidder disqualification.

3. RESERVED.

4. MODIFICATIONS. The State may modify the Solicitation any time. Modifications will be posted on www.michigan.gov/SIGMAVSS . This is the only method by which the Solicitation may be modified.

5. QUESTIONS. Bidder questions about this Solicitation must be emailed to the Solicitation Manager at DoakA@michigan.gov no later than the time and date specified on the Cover Page. In the interest of transparency, only written questions are accepted. Answers to questions will be posted on www.michigan.gov/SIGMAVSS. Submit questions using the format below; a Microsoft Excel format or similar is suggested.

6. DELIVERY OF PROPOSAL.

Electronic – The bidder must submit its proposal, all attachments, and any modifications or withdrawals electronically through www.michigan.gov/SIGMAVSS. The price proposal should be saved separately from all other proposal documents. The bidder should submit all documents in a modifiable (native) format (examples include but are not limited to Microsoft Word or Excel and Google Docs or Sheets). In addition to submitting documents in a modifiable format, the bidder may also submit copies of documents in PDF. Attachment file size is limited to 6 MB per document. Bidder’s failure to submit a proposal as required may result in disqualification. The proposal and attachments must be fully uploaded and submitted prior to the proposal deadline. Do not wait until the last minute to submit a proposal, as the SIGMA VSS system requires the creation of an account and entry of certain information, in addition to uploading and submitting the materials. The SIGMA VSS system will not allow a proposal to be submitted after the proposal deadline identified in the solicitation Closing On/Closing Date fields (Summary view/Detail view), even if a portion of the proposal has been uploaded.

Questions on how to submit information or how to navigate in the SIGMA VSS system can be answered by calling (517) 284-0540 or (888) 734-9749. The Solicitation Manager will not provide assistance related to the submittal of the proposal and all attachments on the day of the proposal deadline. Responsibility for a complete submission lies with the bidder. Note that all documents and information submitted in any manner as part of a proposal will become public record immediately upon receipt by the State. Proposals received may be posted by the State on the State’s publicly available website after bidders are notified of the award recommendation.

7. EVALUATION PROCESS. The State will evaluate each proposal based on the following factors:

Proposals receiving 117 or more evaluation points will have pricing evaluated.

The State reserves the right to request demonstrations of the proposed solutions that pass the technical evaluation.

The State may utilize all Bidder information, without regard to a proposal’s technical score, to determine fair market value for goods or services sought. The State is not obligated to accept the lowest price proposal. If applicable, the State’s evaluation will include consideration of a bidder’s qualified disabled veterans/service-disabled veteran owned business (QDV/SDVOB) status under MCL 18.1261(8). Additional information on the SDVOB preference is available at: Michigan.gov/SDVOB.

The State strongly encourages strict adherence to the Contract Terms and Schedules. The State reserves the right to deem a bid non-responsive for failure to accept the Contract Terms and Schedules. Nevertheless, the Bidder must submit any and all proposed changes to the Contract Terms and Schedules in tracked changes (i.e., visible edits) with an explanation of the Bidder’s need for each proposed change. Failure to include track changes with an explanation of the Bidder’s need for the proposed change constitutes the Bidder’s acceptance of the Contract Terms and Schedules. State may choose not to accept redlines proposed by Bidders after the initial bid submission and Bidders who fail to submit redlines with their initial submission may be disqualified. Volume and type of changes may impact evaluation scores. General statements, such as that the Bidder reserves the right to negotiate the terms and conditions or extensive redlines, may be considered non-responsive. Failure to respond timely to requests for proposed changes to Contract Terms during ongoing negotiations may be cause for disqualification.

☐ Bidder understands that proposed changes may affect the evaluation score and may be considered non-responsive.

The State may, but is not required to, conduct an on-site visit to tour and inspect the Bidder's facilities, require an oral presentation of the Bidder's proposal, attend a proof of concept meeting, conduct interviews with Bidders, or request additional price concessions at any point during the evaluation process.

The State may deduct points or reject a proposal if the Bidder fails to demonstrate to the State’s satisfaction the viability or functionality of the goods or services at the proof of concept meeting, on-site visit tour, oral presentations, or during Bidder interviews.

8. NOTICE OF DEFICIENCY. The State reserves the right to issue a Notice of Deficiency to Bidders if the State determines after the proposal deadline that a portion of the Solicitation was deficient, unclear, or ambiguous. Failure to respond to a Notice of Deficiency timely may be cause for disqualification.

9. CLARIFICATION REQUEST. The State reserves the right to issue a Clarification Request to a Bidder to clarify its proposal if the State determines the proposal is not clear. Failure to respond to a Clarification Request timely may be cause for disqualification.

10. RESERVATIONS. The State reserves the rights, including, but not limited to:

a. Disqualify a Bidder for failure to follow these instructions.

b. Discontinue the solicitation process at any time for any or no reason. The issuance of a solicitation, your preparation and submission of a proposal, and the State’s subsequent receipt and evaluation of your proposal does not commit the State to award a contract to you or anyone, even if all the requirements in the solicitation are met.

c. Consider late proposals if: (i) no other proposals are received; (ii) no complete proposals are received; (iii) the State received complete proposals, but the proposals did not meet mandatory minimum requirements or technical criteria; or (iv) the award process fails to result in an award.

d. Consider an otherwise disqualified proposal, if no other proposals are received.

e. Disqualify a proposal based on: (i) information provided by the Bidder in response to this solicitation; (2) the Bidder’s failure to complete registration on www.michigan.gov/SIGMAVSS; or (3) if it is determined that a Bidder purposely or willfully submitted false or misleading information in response to the solicitation.

f. Consider prior performance with the State in making its award decision.

g. Consider overall economic impact to the State when evaluating proposal pricing and in the final award recommendation. This includes but is not limited to: considering principal place of performance, number of Michigan citizens employed or potentially employed, dollars paid to Michigan residents, Michigan capital investments, job creation, tax revenue implications, and economically disadvantaged businesses.

h. Consider total-cost-of-ownership factors (e.g., transition and training costs) when evaluating proposal pricing and in the final award recommendation.

i. Refuse to award a contract to any Bidder that has failed to pay State taxes or has outstanding debt with the State.

j. Enter into negotiations with one or more Bidders on price, terms, technical requirements, or other deliverables.

k. Award multiple, optional-use contracts, or award by Contract Activity.

l. Evaluate the proposal outside the scope identified in the Evaluation Process section of this document, if the State receives only one proposal.

11. AWARD RECOMMENDATION. The contract will be awarded to the responsive and responsible Bidder who offers the best value to the State, as determined by the State. Best value will be determined by the Bidder meeting the minimum point threshold and offering the best combination of the factors stated in the Evaluation Process section of this document, and price, as demonstrated by the proposal. The State will post an Award Recommendation and Evaluation Synopsis on www.michigan.gov/SIGMAVSS or in the manner it was originally published.

12. DEBRIEF MEETINGS AND PROTEST. The State will post an Award Recommendation and Evaluation Synopsis, which will provide instructions on how to request a debrief meeting.

If you wish to initiate a protest of the award, you must submit your written protest electronically at BidProtest-DTMB@michigan.gov no later than 5:00 p.m. Eastern, five business days after posting the Award Recommendation and Evaluation Synopsis on SIGMA VSS. The State reserves the right to adjust this timing and will publish any change on the SIGMA VSS system.

Additional information about the protest process is available at DTMB - Programs and Policies (michigan.gov) under the “Bidder Protests” link.

13. STATE ADMINISTRATIVE BOARD. Contracts equal to $250,000 or greater require approval by the State Administrative Board. The State Administrative Board’s decision is final; however, its approval does not constitute a contract. The award process is not complete until the awarded contractor receives a contract fully executed by all parties.

14. GENERAL CONDITIONS. The State will not be liable for any costs, expenses, or damages incurred by a Bidder participating in this solicitation. The Bidder agrees that its proposal will be considered an offer to do business with the State in accordance with its proposal, including the Contract Terms, and that its proposal will be irrevocable and binding for a period of 180 calendar days from date of submission. If a contract is awarded to the Bidder, the State may, at its option, incorporate any part of the Bidder’s proposal into a contract. This solicitation is not an offer to enter into a contract. This solicitation may not provide a complete statement of the State’s environment or contain all matters upon which agreement must be reached. The bidder understands that their proposal will become public record immediately upon receipt by the State. Other than verified trade secrets, proposals submitted via www.michigan.gov/SIGMAVSS are the State’s property.

15. CONFIDENTIAL TREATMENT FORM AND THE FREEDOM OF INFORMATION ACT. As a public record, all portions of the bidder’s proposal and resulting contract are subject to disclosure as required under Michigan’s Freedom of Information Act (FOIA), MCL 15.231, et seq. However, the State may exempt some information from disclosure as permitted by law. Under MCL 18.1261(13)(b), records containing “a trade secret as defined under section 2 of the uniform trade secrets act, 1998 PA 448, MCL 445.1902,” are exempt from disclosure under FOIA. In addition, “financial or proprietary information” submitted with a bidder’s proposal is exempt from disclosure under FOIA. A bidder’s failure to comply with this Section is grounds for rejecting a bidder’s proposal as non-responsive. As a part of its proposal, each bidder must follow the procedure below.

a. SUBMIT A COMPLETED “CONFIDENTIAL TREATMENT FORM” (CT FORM) WITH YOUR BID. Completion and submission of the CT Form is required regardless of whether the bidder seeks confidential treatment of information. Failure to submit a completed CT Form may be cause for disqualification from the solicitation process. If a bidder fails to properly complete and submit the CT Form or otherwise fails to follow CT Form instructions, the proposal may be publicly disclosed in its entirety without redaction after an award recommendation.

i. Complete and sign Section 1 of the CT Form if the bidder does NOT request confidential treatment of information contained in its proposal; or

ii. Complete and sign Section 2 of the CT Form if the bidder requests confidential treatment of certain information. Bidder must also submit a “Public Copy” of the proposal with the trade secret, financial, and proprietary information redacted and clearly labeled as the “Public Copy.”

iii. Failure to complete and sign a CT Form may result in disqualification of the bidder. If a bidder fails to properly complete and submit the CT Form or otherwise fails to follow the CT Form instructions, the proposal, in its entirety, will be treated as a “Public Copy” and may be publicly disclosed by the State without redaction after bidders have been notified of an award recommendation.

b. FOIA REQUESTS. If a FOIA request is made for a bidder’s proposal, the Public Copy may be distributed to the public along with the bidder’s CT Form. The CT Form is a public document and serves as an explanation for the redactions to the Public Copy. Do not put any trade secret, financial, or proprietary information in the CT Form. Do not redact the CT Form itself.

c. NO ADVICE. The State will not advise a bidder as to the nature or content of documents entitled to protection from disclosure under FOIA or other laws, as to the interpretation of such laws, or as to the definition of trade secret or financial or proprietary information. Nothing contained in this provision will modify or amend requirements and obligations imposed on the State by FOIA or other applicable law.

d. FAILURE TO REQUEST CONFIDENTIAL TREATMENT. Failure to request material be treated as confidential as specified herein relieves the State, its agencies, and personnel from any responsibility for maintaining material in confidence.

e. Bids containing a request to maintain an entire proposal as confidential may be rejected as non-responsive. Bidders may not request confidential treatment with respect to resumes, pricing, and marketing materials. The State reserves the right to determine whether material designated as exempt by a bidder falls under MCL 18.1261 or other applicable FOIA exemptions. If a FOIA request is made for materials that the bidder has identified as trade secret, financial, or proprietary information, the State has the final authority to determine whether the materials are exempt from disclosure under FOIA.

RFP 260000001722

f. Bidder forever releases the State, its departments, subdivisions, officers, and employees from all claims, rights, actions, demands, damages, liabilities, expenses and fees, which arise out of or relate to the disclosure of all or a portion of bidder’s proposal submitted under this Solicitation. Bidder must defend, indemnify and hold the State, its departments, subdivisions, officers, and employees harmless, without limitation, from and against all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to any FOIA request, including potential litigation and appeals, related to the portion of bidder’s proposal submitted under this Solicitation that bidder has identified as a trade secret, or financial or proprietary information. The State will notify bidder in writing if indemnification is sought. The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense, or any portion thereof, if the State deems necessary. Bidder will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. If a State employee, official, or law is involved or challenged, the State may control the defense of that portion of the claim. Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

Confidential Treatment Form INSTRUCTIONS. Bidder must complete either Section 1 or Section 2 of this CT Form and sign where indicated. Do not complete both sections. This CT Form must be signed by the individual who signed the bidder’s proposal. A completed CT Form must be submitted with your proposal, regardless of whether your proposal contains confidential information.

Failure to submit a completed CT Form with your bid is grounds for rejecting the proposal as non-responsive. If a bidder fails to properly complete and submit the CT Form or otherwise fails to follow CT Form Instructions, the proposal, in its entirety, will be treated as a “Public Copy” and may be publicly disclosed by the State without redaction after bidders have been notified of an award recommendation. See the Confidential Treatment Form and The Freedom of Information Act (FOIA) sections of the Proposal Instructions for additional information.

Section 1. CONFIDENTIAL TREATMENT IS NOT REQUESTED This section must be completed, signed, and submitted with the proposal if the bidder does not request confidential treatment of any material contained in the proposal. If this section is completed, do not complete Section 2. CONFIDENTIAL TREATMENT IS REQUESTED.

By signing below, the bidder affirms that confidential treatment of material contained in their proposal is not requested.

Request for Proposal No. 260000001722

Solicitation Number

Newborn Screening - Laboratory Information Management System, Maintenance, and Support

Solicitation Title

Signature

Date

Printed Name, Title, Company

Section 2. CONFIDENTIAL TREATMENT IS REQUESTED This section must be completed, signed, and submitted with the proposal if bidder requests confidential treatment of any material contained in the proposal. Submission of a completed CT Form is required to request confidential treatment. If this section is completed, do not complete Section 1. CONFIDENTIAL TREATMENT IS NOT REQUESTED.

Provide the information in the table below. Bidder may add rows or additional pages using the same format shown in the table. Bidder must specifically identify the information to be protected as confidential and state the reasons why protection is necessary.

The CT Form will not be considered fully complete unless, for each confidentiality request, the bidder: (1) identifies the Proposal Page #, Section #, and Paragraph #, (2) identifies whether the material is a Trade Secret (TS), Proprietary Financial Information (FI), or Proprietary Information (PI), and (3) explains the specific legal grounds that support treatment of the material as TS, FI, or PI. Bidders must provide a complete justification as to how the material falls within the scope of an applicable FOIA exemption or relevant case law. Bidders must not simply cite to an applicable exemption or case name. Bidders must also provide the contact information for the person at their organization authorized to respond to inquiries by the State concerning the material.

Bidder must also submit a “Public Copy” of the proposal with the trade secret, financial, and proprietary information redacted and clearly labeled as the “Public Copy”.

(1) Proposal Page #, Section #, Paragraph # (2) Material is Trade Secret (TS), Proprietary Financial Information (FI), Proprietary Information (PI) (3) Applicable FOIA Exemption with Written Justification (4) Bidder Contact Information

By signing below, the bidder affirms that confidential treatment of material contained in their proposal is requested and has attached to this form a redacted “Public Copy” of the bidder’s proposal.

Request for Proposal No. 260000001722

Solicitation Number

Newborn Screening - Laboratory Information Management System, Maintenance, and Support

Solicitation Title

Signature

Date

Vendor Questions Worksheet Provide a detailed response to each question. “You” and “company” refers to the bidder.

1. Contact Information

Bidder’s sole contact person during the Solicitation process. Include name, title, address, email, and phone number.

Person authorized to receive and sign a resulting contract. Include name, title, address, email, phone number and vendor customer code in SIGMA VSS.

2. Company Background Information

Legal business name and address. Include business entity designation, e.g., sole proprietor, Inc., LLC, or LLP.

What state was the company formed in?

Phone number.

Website address.

Legal business name and address of parent company, if any.

Has there been a recent change in organizational structure (e.g., management team) or control (e.g., merger or acquisition) of your company? If the answer is yes: (a) explain why the change occurred and (b) how this change has affected your company.

Discuss your company’s history. Has growth been organic, through mergers and acquisitions, or both?

Has bidder ever been debarred, suspended, or disqualified from bidding or contracting with any entity, including the State of Michigan? If yes, provide the date, the entity, and details about the situation.

Has your company been a party to litigation against the State of Michigan? If the answer is yes, then state the date of initial filing, case name and court number, and jurisdiction.

Within the last 5 years, has your company or any of its related business entities defaulted on a contract or had a contract terminated for cause? If yes, provide the date, contracting entity, type of contract, and details about the termination or default.

State your gross annual sales for each of the last 5 years.

If receiving a contract under this Solicitation will increase your gross revenue by more than 25% from last year’s sales, explain how the company will scale-up to manage this increase.

Describe partnerships and strategic relationships you think will bring significant value to the State.

State the physical address of the place of business that would have primary responsibility for this account if bidder is awarded a contract under this Solicitation.

3. Qualified Disabled Veteran/Service-Disabled Veteran-Owned Business Program

To demonstrate qualification as a qualified disabled veteran, you must provide:

(a) Proof of service and conditions of discharge (DD214 or equivalent);

(b) Proof of service-connected disability (DD214 if the disability was documented at discharge or Veterans Administration Rating Decision Letter or equivalent if the disability was documented after discharge); and

(c) Legal documents setting forth the ownership of the business entity.

In lieu of the documentation identified above, you may provide proof of certification by the National Veterans Business Development Council.

Enter the names of documents submitted with your proposal to demonstrate status as a qualified disabled veteran.

4. Participation in Solicitation Development or Evaluation

If you enter “YES”, you are not eligible for contract award or to work as a subcontractor for the awarded vendor.

If you enter “YES,” you are not eligible for contract award. An awarded vendor may not partner or subcontract with anyone to provide goods and services required under a resulting contract if that subcontractor or partner assisted in the development of this solicitation.

If you enter “YES”, you are not eligible for contract award or to work as a subcontractor for the awarded vendor.

5. State of Michigan Experience and Prior Experience

Does your company have experience working with the State of Michigan? If so, please provide a list (including the contract number) of the contracts you hold or have held with the State for the last 10 years.

6. Standard Contract Terms

Bidder must affirm agreement with the attached Contract Terms. If not in agreement, written exceptions in accordance with the Evaluation Process section of the Proposal Instructions must be provided with Bidder’s proposal. Any acceptance to the Contract terms confirms your organizations agreement, if awarded a Contract, and thus cannot be further edited or negotiated. Having any further exceptions to the Contract terms, at time of Contract negotiations, may be cause for disqualification.

Bidder must include all persons who reviewed or edited the Contract terms, and their applicable role and title within your organization.

7. Insurance Requirements

8. Michigan Economic Impact

Number of employees currently employed at locations within the State of Michigan.

Number of additional employees to be employed at locations within the State of Michigan if awarded this Contract (if any)

Minimum wage paid to employees employed at locations within the State of Michigan.

Average wage paid to employees employed at locations within the State of Michigan.

Percentage of employees employed at locations within the State of Michigan that are covered by employer-provided health insurance.

9. Labor, Antidiscrimination and Environmental Laws Compliance

Bidder must disclose any violations of state or federal labor, antidiscrimination and employment laws and regulations received within the past five years.

Bidder must disclose any violations of state or federal environmental laws and regulations received within the past five years.

10. Other

12. Response to State Requests

Software Terms and Conditions The State may choose not to accept any redlines proposed by Bidders after the initial bid submission. Additionally, Bidders who provide redlines as part of their initial bid submission but fail to note justifications for each redline provided, may be disqualified.

Attention resellers and implementors: If Bidder is not the publisher of the proposed Software and / or using a Hosting Provider, please affirm your agreement that all third party Hosting Providers or Software publishers upon which your bid is based will be named Permitted Subcontractors and all terms will flow down through Bidder/Contractor to subcontractor to be responsible for all Terms and Conditions and Schedules regarding the provision of the Solution including, but not limited to, the security obligations as outlined in the Data Security Schedule and Section 21 of the Terms.

List all exception(s):

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 [INSERT COMPANY NAME] (“Contractor”), a [INSERT STATE & ENTITY STATUS, E.G., A MICHIGAN CORPORATION OR A TEXAS LIMITED LIABILITY COMPANY]. This Contract is effective on April 9, 2027 (“Effective Date”), and unless terminated, will expire on April 8, 2032 (the “Term”).

This Contract may be renewed for up to five additional two-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via a Change Notice.

1. Definitions. For the purposes of this Contract, the following terms have the following meanings:

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

“Acceptance Tests” means such tests as may be conducted in as described in Section 9 and any applicable Statement of Work to determine whether the Software meets the requirements of this Contract and the Documentation.

“Access” means (1) the ability and means to enter a restricted or locked area, room, or physical container containing State Data; or (2) the ability and means to communicate with or otherwise interact with a system, to use system resources to handle information, to gain the information or knowledge of the information the system contains, or to control system components and functions (including physical or technical controls, or having the ability to modify or bypass any or all security controls).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Deposit Material” refers to material required to be deposited pursuant to Section 28.

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

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

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

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

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

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

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

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

“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 Solution as intended by this Contract, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.

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

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

“Integration Testing” has the meaning set forth in Section 9.

“Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the associated goodwill; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

“Key Personnel” means any Contractor Personnel identified as key personnel in the Contract.

“Loss or Losses” means all losses, including but not limited to, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Software, including any updated Documentation, that Contractor may generally provide to its licensees from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software.

“Milestone” means an event or task described in the Implementation Plan under a Statement of Work that must be completed by the corresponding Milestone Date.

“Milestone Date” means the date by which a particular Milestone must be completed as set forth in the Implementation Plan under a Statement of Work.

“New Version” means any new version of the Software, including any updated Documentation, that the Contractor may from time to time introduce and market generally as a distinct licensed product, as may be indicated by Contractor's designation of a new version number.

“Nonconformity” or “Nonconformities” means any failure or failures of a Deliverable, to conform to the requirements of this Contract.

“Offshore Resources” mean resources, including Contractor Personnel, outside of the United States or its territories.

“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 that will have Access to or have the ability to control access to State Data or both.

“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.

“Services” means any of the services, including but not limited to, Hosted…