STATE OF MICHIGAN CENTRAL PROCUREMENT ...

STATE OF MICHIGANCENTRAL PROCUREMENT SERVICESDepartment of Technology, Management, and Budget320 S. WALNUT ST., LANSING, MICHIGAN 48933P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 18

to071B3200068Contract Number

Various

Jarrod Barron

[email protected]

Marc Smith

Bolingbrook, IL 60440

COMPUTER PROJECTS OF ILLINOIS, INC.

CV0017417

630-754-8820 x149

400 Quadrange Drive, Suite F

(517) 249-0406S

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DTMB

[email protected]

$3,944,301.94

January 1, 2013 December 31, 2025

LAW ENFORCEMENT INFORMATION NETWORK - DISASTER REC

December 31, 2017

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

13 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ NoMINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ December 31, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$25,000.00 $3,969,301.94

Effective 8/3/2022, the parties add $25,000.00 for the attached LEIN Nlets XML Conversion Project Change Request Restart statement of work. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency and DTMB procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MSP

AGENCY NAME PHONE EMAIL

Multi-Agency and Statewide Contracts

Program Managers

for

CHANGE NOTICE NO. 18 TO CONTRACT NO. 071B3200068

Gordon Mayes 517-204-8026 [email protected]

Kevin Collins 517-284-3046 [email protected]

MICHIGAN DEPARTMENT OF TECHNOLOGY,

MANAGEMENT AND BUDGET IT SERVICES

STATEMENT OF WORK

Project Title: LEIN Nlets XML Conversion Project Change Request Restart (MI-2017-001 PCR 02)

Period of Coverage:

Requesting Department: Michigan State Police

Date: 07/12/2022

Agency Project Manager: Kevin Collins

Phone: 517-284-3046

DTMB Project Manager: Gordon Mayes

Phone: 517-204-8026

BACKGROUND AND PROJECT OBJECTIVE: The International Justice and Public Safety Network (Nlets) has chosen eXtensible Markup Language (XML) as the standard for interstate sharing of data. The purpose of this project is to update the Michigan State Police Nlets interface (the Law Enforcement Information Network [LEIN]) to the currently available Nlets National Information Exchange Model (NIEM) XML standards. This project began in 2020 but was placed “on hold” due to resource conflicts with the Michigan Department of State’s CARS Phase II project, the conversion of LEIN to the Linux platform, and the migration of LEIN into the State’s Next Generation Digital Infrastructure. This project change request (PCR) and resulting contract change notice are to reengage and complete the project. SCOPE OF WORK: See Computer Projects of Illinois, Inc. SOW MI-2017-001 (Change Notice #7), section 2. PROJECT EXCLUSIONS: In addition to the Project Exclusions defined in Computer Projects of Illinois, Inc. SOW MI-2017-001 (Change Notice #7), section 2.8, the following are outside the scope of the project and are not covered by this PCR:

• Any rework associated with previously approved/closed projects. • Any effort required to make the Nlets XML components work with in-state custom components

including, but not limited to: headers and footers, presentation formats, MKEs, spawning, non-standard processing, MFC validations, MFC conversions, and State-specific business rules per MKE.

• Alteration or upscaling of Nlets bypass or pass-through functionality. • Modification to any fully tagged Customer XML responses that are currently being sent to and

accepted as standard XML by Nlets, including but not limited to: GJXDM, JTF XML Rap Sheet, or CANDLE.

• Synchronizing key configurations between TEST and PROD other than as described herein. • Implementation of any scope of work associated with other Nlets initiatives including, but not

limited to: CHIEF (Standardized Rap Sheets), NISP (DL Photo Sharing), and TIPS (Targeted Interstate Photo Sharing).

• Upgrade from OpenFox Configurator versions other than 6.6 or 7.2 (see OpenFox® Configurator Release Versions 7.2.1 & 6.7 Impact Statement for details).

• Any other changes, products, or services not explicitly included in the original Statement of Work (“SOW”) as amended through the PCR process and mutually agreed to in writing by both parties.

ASSUMPTIONS: This PCR is based upon the requirements and information supplied by the State through documentation and information exchanges with CPI. Changes in project scope or assumptions after this PCR is approved may result in additional cost and/or schedule impacts. In addition to the Assumptions outlined in Computer Projects of Illinois, Inc. SOW MI-2017-001 (Change Notice #7), section 3, the following assumptions were made when preparing this PCR:

• After both parties execute this PCR to restart the project, CPI will determine a reasonable restart date and associated milestones, and modify the project timeline accordingly.

• The duration of this PCR reflects the time needed to ensure this project is able to be reasonably restarted.

• The Report is only valid until any configuration changes are made to the State’s OpenFox system, modification of any connected endpoints occurs, or for ninety (90) days, whichever comes first.

• Access and connectivity issues related to the environment provided and configured by the State for this project will be resolved by the State before resuming this project.

• The code will be frozen for the duration of the Nlets XML project. • MKE configurations for Nlets transactions are the same on TEST and PROD. If an inconsistency

is found between the two environments and there is no active development currently in progress, CPI will export the key configuration from PROD to TEST.

• Query transactions from State endpoints conform to the standard input format, are currently processed through the OpenFox MKE configurator and not passed directly to Nlets, and are ready to be passed through standard XML stylesheets without modification.

• State personnel have current knowledge of valid Nlets formats for all in scope transactions. PROJECT RISKS: The State acknowledges and understands that CPI has disclosed to the State that there are inherent risks relating to CPI’s performance of the project and from the utilization of the deliverables as specified by the State and provided by CPI pursuant to this PCR. The impact of a previously identified event or condition that has already occurred or is occurring and negatively affects the project (“realized risk”) will be managed by CPI’s PCR process and may result in additional cost and/or schedule impacts. Additional risks relating to the utilization of the deliverables and performance of the project include, but are not limited to, the following:

• The work described in the SOW as amended by the PCR process shall only function if the State maintains the right to use the CPI OpenFox Message Switch under separate agreement.

• If it is determined during testing that this project impacts downstream systems not identified within this scope of work causing rework of deployed code, then a PCR is required to document the impact to the project.

• If a component currently has custom processing, then a PCR is required to document the impact of the custom processing code with the new XML.

• This project cannot be implemented concurrently with other projects that impact messages to and from Nlets. Therefore, if the State prioritizes other projects ahead of Nlets XML, then a PCR is required to document the impact to the project.

STATE RESPONSIBILITIES: Any project of this nature is a cooperative effort. With that in mind, the State shall perform the following tasks and responsibilities in order to complete the Project:

• Provide CPI with all required documentation and sample files such as the Nlets Report Card, as necessary.

• Coordinate all communication with Nlets, including: MKE formats, configuration changes, and scheduling MKEs to be promoted to Production (PROD).

• Identify, coordinate, and implement any required changes to existing non-CPI, State System Certified Client Software, user agency interface, and/or mobile vendor software.

• Review Site Analysis deliverable for accuracy and completeness.

CPI RESPONSIBILITIES: CPI will perform the following tasks and/or services as a prerequisite to restarting the project:

• Conduct a project thirty (30) calendar day review period. • Review, refactor (if needed), and retest any code impacted by the freeze/unfreeze of the project. • Conduct a Nlets XML Site Analysis.

o Determine any non-standard or custom processing currently implemented in the State. CPI will document the findings and recommendations in a report titled "Nlets XML Site Analysis Report", herein referred to as the “Report.”

• Update Foundational Code. o The foundation code will be updated to accommodate the latest bug fixes and preserve

the 13 keys that are already in Production at the time this program was paused. o The Nlets compliant keys, provided in the report card delivered by Nlets as of June 7,

2022, are the following: AM BQ BR CR DQ DR FR KQ RQ SR UQ XQ TU

• Schedule the remainder of the Nlets XML Conversion (“Project”) based on the Report. DELIVERABLES: Deliverables will not be considered complete until the Agency Project Manager has formally accepted them. In addition to those items listed as Deliverables in Computer Projects of Illinois, Inc. SOW MI-2017-001 (Change Notice #7), section 6, deliverables for this project include:

• Nlets XML Site Analysis Report • Foundational Code Update

ACCEPTANCE CRITERIA: See Computer Projects of Illinois, Inc. SOW MI-2017-001 (Change Notice #7), section 7. PROJECT CONTROL AND REPORTS: A weekly progress report must be submitted to the State and DTMB Project Managers throughout the life of this project. Each weekly progress report must contain the following:

1. Accomplishments: Indicate what was worked on and what was completed during the current reporting period.

PAYMENT SCHEDULE: This change is inclusive of all products and services as defined within this PCR. Additional changes or amendments to this PCR may impact the Project cost and/or schedule. CPI will invoice the State $21,250 upon completion of UAT in accordance with sections 6 and 7 of Computer Projects of Illinois, Inc. SOW MI-2017-001 (Change Notice #7). CPI will invoice the remaining balance of $3,750 upon successful cutover to production in accordance with section 7.3 of Computer Projects of Illinois, Inc. SOW MI-2017-001 (Change Notice #7).

DTMB will pay CPI upon receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order. DTMB Accounts Payable will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees. Payment shall be considered timely if made by the DTMB within forty-five (45) days after receipt of properly completed invoices. EXPENSES: The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc. PERIOD OF PERFORMANCE: CPI and the State will determine a start date for the work when this PCR is agreed to and accepted by all parties. A project timeline and milestone schedule for the remainder of the Project will be determined when the Report deliverable is accepted by the State. PROJECT CHANGE REQUEST: Changes to this Project Scope or Services shall be made only through a written PCR signed by both parties. CPI shall have no obligation to commence work in connection with any change until the fee and/or schedule impact of the change and all other applicable terms are agreed upon by both parties in writing. PROJECT CONTACTS: The designated Contractor Project Manager is:

Rose Mena Computer Projects of Illinois, Inc. 400 Quadrangle Drive, Suite F Bolingbrook, IL 60440 630-754-2280 x 166 [email protected]

The designated Agency Program Manager is:

Kevin Collins Michigan State Police, Criminal Justice Information Center, Field Support Section. 7150 Harris Dr. Dimondale, Michigan 48821 517-284-3046 [email protected]

The designated DTMB Program Manager is:

Ramesh Devaram DTMB Agency Services (MSP) 7150 Harris Dr. Dimondale, Michigan 48821 517-898-6895 [email protected]

LOCATION OF WHERE THE WORK IS TO BE PERFORMED: See Computer Projects of Illinois, Inc. SOW MI-2017-001 (Change Notice #7), section 9.

STATE OF MICHIGANCENTRAL PROCUREMENT SERVICESDepartment of Technology, Management, and Budget525 W. ALLEGAN ST., LANSING, MICHIGAN 48913P.O. BOX 30026 LANSING, MICHIGAN 48909




Various

Jarrod Barron

[email protected]

Mark Smith



CV0017417

630-754-8820 x149


(517) 249-0406STATE

Pro

gra

m

Manager

Contra

ct

Adm

inistra

tor

CO

NTRACTO

R

MSP

DTMB

[email protected]

$3,939,501.94



December 31, 2017


13 - 1 Year




DESCRIPTION OF CHANGE NOTICEOPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ December 31, 2025


$4,800.00 $3,944,301.94

Effective 2/22/2021, the parties add $4,800.00 for the modifications to LEIN-CARS system interface SOW the parties added to the contract in Contract Change Notice 13, as detailed in the attached statement of work. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency and DTMB procurement approval.


DESCRIPTION

CONTRACT SUMMARY

AGENCY NAME PHONE EMAILMulti-Agency and Statewide Contracts

Program Managersfor


DTMB Gordon Mayes 517-204-8026 [email protected]

MSP Kevin Collins 517-284-3046 [email protected]



STATEMENT OF WORK

Project Title: Secretary of State (SOS) Web Service Interface for Drivers

Period of Coverage:


Date: 1/29/2021


Phone: (517) 719-0961

Contractor Contact: Nick Sinon

Phone: (630) 754-8820 x163

PROJECT OBJECTIVE: This Statement of Work (SOW) modifies the LEIN-CARS system interface SOW the parties added to the contract in Contract Change Notice 13 by adding the Query by Address (QADR/RADR) transaction to the scope of work for this project. The Computer Projects of Illinois, LLC (CPI) Project ID/Quote # is MI-2019-001 PCR01 (PCR). SCOPE OF WORK, TASKS AND DELIVERABLES: CPI will update existing transactional processing on the Law Enforcement Information Network (LEIN) OpenFox® Message Switch to process QADR/RADR transactions. These transactions will utilize the current SOSWS web service interface to communicate with the Michigan Department of State (MDOS) to provide information on registered Drivers at a single address. LEIN and OpenFox are used interchangeably in this document to refer to the OpenFox Message Switch. QADR Input From a LEIN End User CPI will configure the QADR transaction to query the MDOS based on the following fields sent from a LEIN end user:

● Street Address - Scanline value 8 ● City - Scanline value 9 (optional query field) ● Zip Code - Scanline value 48 (optional query field)

The expected QADR transactions from LEIN end users is found in Appendix G QADR Translation From Legacy Text to XML When LEIN receives a QADR formatted in text, LEIN will apply a stylesheet to the QADR transaction. This stylesheet will translate the legacy text QADR into an XML-based QADR transaction, based on the XML schemas provided by MDOS in Appendix A. LEIN will then route the QADR transaction to the MDOS via the current SOSWS web service. RADR Received From MDOS in XML LEIN will only accept RADR transactions from MDOS in one of the following three (3) XML formats:

● Single Record - The XML schema for a Single Record RADR is found in Appendix B ● Multiple Record - The XML schema for a Multiple Record RADR is found in Appendix C ● No Records Found - The XML schema for a No Records Found RADR is found in Appendix D

Single and/or multiple record RADR transactions from MDOS must contain the following fields for all individuals at a given address:

● Name(s) ● Address(es) ● Operator License Number(s) ● Date(s) of Birth ● Sex(es)

RADR Translation From XML to Legacy Text LEIN will apply the appropriate input and presentation stylesheets to translate the XML-formatted RADR transaction from MDOS into legacy text and forward the text RADR to the originating station.

● If LEIN receives a single record from MDOS in the RADR, then LEIN will use the DR presentation (found in the original SOW’s Detailed Design Document).

● If LEIN receives multiple records from MDOS in the RADR, then LEIN will style the legacy text RADR based on the sample presentation in Appendix E.

If LEIN receives no records from MDOS in the RADR, then LEIN will style the legacy text RADR based on the sample presentation in Appendix F. Project Exclusions The following are outside the scope of the project and are not covered by this SOW:

● Handling of multiple address returns from MDOS ● Processing or handling of any format from MDOS that does not comply with the three (3)

identified XML record formats, or that does not contain the necessary data elements per individual as documented above

Any changes not explicitly documented in the Scope of Work section above. Assumptions This SOW is based upon the requirements and information supplied by the State through documentation and information exchanges. Changes in project scope or assumptions after this SOW is approved may result in additional cost or schedule impacts. The following assumptions were made when preparing this SOW:

● If the QARD sent to MDOS yields more than 250 records, then MDOS will truncate the RADR response at 250 records and include a text message in the RADR response instructing the user to narrow their search criteria.

● MDOS will only be sending a single residential address for each driver returned in a RADR transaction. If more than one address is returned from MDOS, a SOW will be needed to account for the additional business logic of handling multiple address returns.

If the PO for this SOW is not received by go-live, then CPI will reissue the SOW for maintenance hours (20) and decrement the State’s balance. Project Risks Potential risks to the outcome or performance of the project include the following:

● If CORE makes the form change in the current production environment to support the additional query parameter of “CITY” in the QADR prior to the cutover of MI-2019-001 into production, then the legacy QADR will be impacted. CPI would issue an additional SOW for the effort to suppress the “CITY” field for the legacy Driver system.

● If additional search criteria, change in XML schema, or change in presentation are needed, a formal review will be conducted, and an additional SOW will be required to complete the project.

● In the event that any of the data from MDOS deviates from the format or content as expected by CPI, accordingly described in this SOW, and evaluated at CPI’s sole discretion, then an additional SOW will be required to remediate the deviances.

If MDOS does not truncate the RADR response at 250 records and the response exceeds the currently defined system maximum message size within OpenFox®, then LEIN will ungracefully truncate the response, as per existing functionality.

ACCEPTANCE CRITERIA: As per contract Change Notice 13 section 7 Project Acceptance of the CPI SOW. PAYMENT SCHEDULE: This change is inclusive of all products and services as defined within this SOW. Additional changes or amendments to this SOW may impact the project cost and/or schedule. CPI will invoice the State $4,080.00 upon completion of User Acceptance Testing (UAT) and the remaining balance of $720.00 upon successful cutover to production. PERIOD OF PERFORMANCE CPI and the State will determine a start date for the work when this SOW is agreed to and accepted by all parties. CPI estimates the time to configure, test, and implement the changes detailed in this document will be completed within two (2) weeks from the confirmed start date of the work. Actual timelines may be affected by factors outside the control of CPI. LOCATION OF WHERE THE WORK IS TO BE PERFORMED: CPI will perform all services remotely from the CPI facility in Bolingbrook, Illinois. PROJECT CONTACTS: The designated Agency Program Manager is:

Kevin Collins LEIN Manager Michigan State Police Phone: (517) 284-3046 Email: [email protected]

The designated CPI Project Manager is: Nick Sinon Project Manager Computer Projects of Illinois, Inc. (CPI) 400 Quadrangle Drive, Suite F Bolingbrook, IL 60440 Phone: (630) 754-8820 x163 Email: [email protected]

NOT WORK FOR HIRE: The State acknowledges and agrees that the below sections from the Contract Change Notice 13 remain in effect: 12.4.1 CPI previously designed and developed an interface for use with its proprietary CPI Intellectual Property, in which it shall retain exclusive right, title and interest (“CPI Proprietary Interface”) 12.4.2 The only deliverables to be provided by CPI pursuant to this Michigan State Police Secretary of State (SOS) Web Service Interface for Drivers Statement of Work MI-2019-001 consist of customized WSDLs and certain related stylesheets to be used by the MSP and SOS in connection with the CPI Proprietary Interface (“Interface Deliverables”) 12.4.3 Consistent with Subsections 12.4.1 and 12.4.2, the State shall only be entitled to ownership of the Interface Deliverables, which shall be considered a Work for Hire.

mailto:[email protected]






Various

Jarrod Barron

[email protected]

Mark Smith



CV0017417

630-754-8820 x149


(517) 249-0406STATE

Pro

gra

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Manager

Contra

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Adm

inistra

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CO

NTRACTO

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MSP

DTMB

[email protected]

$3,932,301.94



December 31, 2017


13 - 1 Year





☐ ☐ December 31, 2025


$7,200.00 $3,939,501.94

Effective 1/26/2021, the parties add $7,200.00 for the LEIN AIX to Linux Conversion services detailed in the attached statement of work. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency and DTMB Procurement approval.


DESCRIPTION

CONTRACT SUMMARY


Program Managersfor




1 of 2

Agency: Michigan State Police

Date: 4/24/2020

Project Title: AIX to VM Linux Conversion

CPI Project ID/Quote #: MI-2017-002 PCR01

Requested By: Kevin Collins

Phone: (517) 284-3046

Prepared By: Nick Sinon

Phone: (630) 754-8820 x163

Change Summary

Michigan State Police (MSP) made an update to allow mainframe Drivers transactions to respond in NIEM and allow the State to receive fully tagged NIEM responses from Nlets. Due to the size of the XML messages, Archive maintenance is having to be done on a regular basis. MSP has requested that Archive v3 Installation (MI-2018-ARC3) be completed prior to starting the AIX to VM Linux Conversion (MI-2017-002).

Scope of Work

As a result of this request, CPI will need to perform additional work to convert the Archive v3 processing code to Linux as outlined below. This effort was not included in the initial project scope.

● Convert Fennec Broker to Linux compatibility ● Additional regression testing effort for Archive v3

Following are the associated amendments to AIX to VM Linux Conversion SOW (MI-2017-002):

● Section 2 Scope of Work is amended to include Archive v3 in the migration from AIX to Linux

● Section 2.3 OpenFox Databases is amended as follows: ○ Convert OpenFox HFS database from AIX to Linux compatibility (PROD and

TEST) ○ Migrate OpenFox Archive V1 database and application from Windows physical

server to new Windows 2016 VM environment and upgrade to Oracle 12c (PROD Only)

○ Export data from the converted TEST HFS database and import into newly created DEV HFS database

○ Convert Fennec Broker from AIX to Linux compatibility (PROD and TEST)

Project Exclusions

The following are outside the scope of the project and are not covered by this Project Change

2 of 2

Request (PCR):

● No additional project exclusions are associated with this PCR

Assumptions

This PCR is based upon the requirements and information supplied by the State through documentation and information exchanges. Changes in project scope or assumptions after this PCR is approved may result in additional cost or schedule impacts. The following assumptions were made when preparing this PCR:

● Archive v3 Installation (MI-2018-ARC3) will be completed prior to starting the AIX to VM Linux Conversion (MI-2017-002)

Project Risks

There are no additional project risks identified as a result of this PCR.

Payment

This project is inclusive of all products and services as defined within this PCR. Additional changes or amendments to this PCR may impact the project cost and/or schedule.

CPI will invoice the State $7,200.00 USD upon delivery to User Acceptance Testing.

Period of Performance

Dates will be determined when the Project Change Request (PCR) is accepted by the State and CPI. CPI estimates the time to configure, test, and implement the enhancements detailed in this document will be completed within the timeline of the AIX to VM Linux Conversion project. Actual timelines may be affected by factors outside the control of CPI.





Various

Jarrod Barron

[email protected]

Mark Smith



CV0017417

630-754-8820 x149


(517) 249-0406STATE

Pro

gra

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Manager

Contra

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Adm

inistra

tor

CO

NTRACTO

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MSP

DTMB

[email protected]

$2,094,867.30



December 31, 2017


3 - 1 Year





☐ ☒ 5 years December 31, 2025


$1,837,434.64 $3,932,301.94

Effective 12/15/2020, the parties extend the contract to 12/31/2025 plus option years through 12/31/2030 and add $1,837,434.64 for ongoing maintenance and support. The parties also fully restate the terms, conditions, specifications, and pricing per the attached documentation. Per contractor, agency, DTMB procurement and State Adminstrative Board approval on 12/15/2020.


DESCRIPTION

CONTRACT SUMMARY


Program Managersfor




This Software Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and Computer Projects of Illinois, Inc. (“Contractor”), an Illinois corporation. This Contract is effective on January 1, 2021 (“Effective Date”), and unless earlier terminated, will expire on December 31, 2025 (the “Term”).

This Contract may be renewed for up to five additional one-year periods (potentially through December 31, 2031. Renewal must be by written notice from the State and will automatically extend the Term of this Contract.

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

“Acceptance” has the meaning set forth in Section 12.5.

“Acceptance Tests” means such tests as may be conducted in accordance with Section 12 and the Statement of Work to determine whether the Software meets the requirements of this Contract and the Documentation.

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

“Allegedly Infringing Materials” has the meaning set forth in Section 29.3(b)(ii).

“API” means all Application Programming Interfaces and associated API Documentation provided by Contractor, and as updated from time to time, to allow the Software to integrate with various State and Third Party Software. Except for any existing API owned by the State under this Contract, the State agrees that no API is included in this Contract unless specifically agreed to by Contractor in writing as to additional projects under this Contract.

“Approved Open-Source Components” means Open-Source Components that may be included in or used in connection with the Software and are specifically identified in in this Contract, including any Statement of Works, Exhibits or Schedules, and approved by the State.

“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.

STATE OF MICHIGAN

CONTRACT TERMS

“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 Owner” is the individual appointed by the agency buyer to (a) act as the agency’s representative in all matters relating to the Contract, and (b) co-sign off on notice of Acceptance for the Software. The Business Owner will be identified in the Statement of Work.

“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 the Statement of Work.

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

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

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

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

“Confidential Information” has the meaning set forth in Section 20.1.

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

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

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

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

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

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

“Contractor’s Test Package” has the meaning set forth in Section 11.2.

“Criminal Justice Information” or “CJI” is the abstract term used to refer to all of the FBI CJIS provided data necessary for law enforcement agencies to perform their mission and enforce the laws, including but not limited to: biometric, identity history, person, organization, property (when accompanied by any personally identifiable information), and case/incident history data. In addition, CJI refers to the FBI CJIS-provided data necessary for civil agencies to perform their mission; including, but not limited to data used to make hiring decisions.

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

“Dispute Resolution Procedure” has the meaning set forth in Section 34.1.

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

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

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

“Fees” means collectively, the License Fees, Implementation Fees, and Support Services Fees.

“Financial Audit Period” has the meaning set forth in Section 32.1.

“Force Majeure” has the meaning set forth in Section 35.1.

“Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, modify, or otherwise harm or impede in any manner, any (i) computer, software, firmware, data, hardware, system or network, or (ii) any application or function of any of the foregoing or the integrity, use or operation of any data Processed thereby; or (b) prevent the State or any Authorized User from accessing or using the Services 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..

“HIPAA” has the meaning set forth in Section 19.1.

“Implementation Fees” has the meaning set forth in Section 16.2.

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

“Integration Testing” has the meaning set forth in Section 12.

“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 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.

“License Agreement” has the meaning set forth in Section 3.

“License Fee” has the meaning set forth in Section 16.1.

“Loss or Losses” 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 except the cost of pursuing any insurance providers who has issued a certificate of insurance to the State naming it as an additional insured party.

“Maintenance and Support Schedule” means, if applicable, the schedule attached as Schedule B, setting forth the Support Services Contractor will provide to the State, and the parties' additional rights and obligations with respect thereto.

“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 the 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 the Statement of Work.

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

“Nonconformity” or “Nonconformities” means any failure or failures of the Software to conform to the requirements of this Contract, including any applicable Documentation.

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

“Open-Source License” has the meaning set forth in Section 4.

“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 the Statement of Work, including such structural, functional and other features, conditions and components as hardware, operating software and system architecture and configuration.

“PAT” means a document or product accessibility template, including any Information Technology Industry Council Voluntary Product Accessibility Template or VPAT®, that specifies how information and

software products, such as websites, applications, software and associated content, conform to WCAG 2.0 Level AA.

“Permitted Subcontractor” has the meaning set forth in Section 9.5.

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

“Pricing” means any and all fees, rates and prices payable under this Contract, including pursuant to any Schedule or Exhibit hereto.

“Pricing Schedule” means the schedule attached as Schedule D, setting forth the License Fees, Implementation Fees, Support Services Fees, and any other fees, rates and prices payable under this Contract.

“Project Manager” is the individual appointed by each party to (a) monitor and coordinate the day-to-day activities of this Contract, and (b) for the State, to co-sign off on its notice of Acceptance for the Software. Each party’s Project Manager will be identified in the Statement of Work.

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

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

“Services” means any of the services Contractor is required to or otherwise does provide under this Contract, the Statement of Work, the Maintenance and Support Schedule (if applicable), or the Service Level Agreement (if applicable).

“Service Level Agreement” means, if applicable, the service level agreement attached as Schedule E to this Contract, setting forth Contractor’s obligations with respect to the hosting, management and operation of the Software.

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

“Software” means Contractor’s software set forth in the Statement of Work, and any Maintenance Releases, New Versions provided to the State and any Configurations made by or for the State pursuant to this Contract, and all copies of the foregoing permitted under this Contract and the License Agreement. Software also includes future enhancements requested by the State and agreed to by the Parties under the Change Control Process in Section 2.2.

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

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

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 19.1.

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

“State Resources” has the meaning set forth in Section 10.1(a).

“Statement of Work” means any statement of work entered into by the parties and attached as a schedule to this Contract. The initial Statement of Work is attached as Schedule A, and subsequent Statements of Work shall be sequentially identified and attached as Schedules A-1, A-2, A-3, etc.

“Stop Work Order” has the meaning set forth in Section 25.

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

“Support Services Commencement Date” means, with respect to the Software, the date on which the Warranty Period for the Software expires or such other date as may be set forth in the Statement of Work.

“Support Services Fees” has the meaning set forth in Section 16.3.

“Technical Specification” means, with respect to any Software, the document setting forth the technical specifications for such Software and included in the Statement of Work.

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

“Test Data” has the meaning set forth in Section 11.2.

“Test Estimates” has the meaning set forth in Section 11.2.

“Testing Period” has the meaning set forth in Section 12.1(b).

“Third Party” means any Person other than the State or Contractor.

“Transition Period” has the meaning set forth in Section 24.

“Transition Responsibilities” has the meaning set forth in Section 24.

“Unauthorized Removal” has the meaning set forth in Section 9.4(b).

“Unauthorized Removal Credit” has the meaning set forth in Section 9.4(c).

“User Data” means all data, information and other content of any type and in any format, medium or form, whether audio, visual, digital, screen, GUI or other, that is input, uploaded to, placed into or collected, stored, processed, generated or output by any device, system or network by or on behalf of the State, including any and all works, inventions, data, analyses and other information and materials resulting from any use of the Software by or on behalf of the State under this Contract, except that User Data does not include the Software or data, information or content, including any GUI, audio, visual or digital or other display or output, that is generated automatically upon executing the Software without additional user input.

“WCAG 2.0 Level AA” means level AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) version 2.0.

“Warranty Period” means the ninety (90) calendar-day period commencing on the date of the State's Acceptance of the Software.

“Work Product” means all State-specific deliverables that Contractor is required to, or otherwise does, provide to the State under this Contract including but not limited to computer scripts, macros, user interfaces, reports, project management documents, forms, templates, and other State-specific documents and related materials together with all ideas, concepts, processes, and methodologies developed in connection with this Contract whether or not embodied in this Contract. Except for any existing Work Product owned by the State under this Contract, the State agrees that no Work Product is included in this Contract unless specifically agreed to by Contractor in writing as to additional projects under this Contract.

2. Statements of Work. Contractor shall provide Services and Deliverables pursuant to Statements of Work entered into under this Contract. No Statement of Work shall be effective unless signed by each party’s Contract Administrator. The term of each Statement of Work shall commence on the parties' full execution of the Statement of Work and terminate when the parties have fully performed their obligations. The terms and conditions of this Contract will apply at all times to any Statements of Work entered into by the parties and attached as a schedule to this Contract. The State shall have the right to terminate such Statement of Work as set forth in Section 24. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work (including the Implementation Plan and all Milestone Dates) is strictly required.

2.1 Statement of Work Requirements. Each Statement of Work may include the following, if applicable according to the applicable SOW:

(a) names and contact information for Contractor’s Contract Administrator, Project Manager and Key Personnel;

(b) names and contact information for the State’s Contract Administrator, Project Manager and Business Owner;

(c) a detailed description of the Services to be provided under this Contract, including any training obligations of Contractor;

(d) a detailed description of the Software to be provided under this Contract, including the:

(i) version and release number of the Software;

(ii) Business Requirements Specification;

(iii) Technical Specification; and

(iv) a description of the Documentation to be provided;

(e) an Implementation Plan, including all Milestones, the corresponding Milestone Dates and the parties’ respective responsibilities under the Implementation Plan;

(f) the due dates for payment of Fees and any invoicing requirements, including any Milestones on which any such Fees are conditioned, and such other information as the parties deem necessary;

(g) disclosure of all Open-Source Components (each identified on a separate exhibit to the Statement of Work), in each case accompanied by such related documents as may be required by this Contract;

(h) description of all liquidated damages associated with this Contract; and

(i) a detailed description of all State Responsibilities required to complete the Implementation Plan.

2.2 Change Control Process. The State may at any time request in writing (each, a “Change Request”) changes to the Statement of Work, including changes to the Services and Implementation Plan (each, a “Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 2.2.

(a) As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forth:

(i) a written description of the proposed Changes to any Services or Deliverables;

(ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services under the Statement of Work;

(iii) additional State Resources Contractor deems necessary to carry out such Changes if any; and

(iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change.

(b) Within thirty (30) Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties

will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to the Statement of Work to which it relates; and

(c) If the parties fail to enter into a Change Notice within thirty (30) Business Days following the State’s response to a Change Proposal, the State may, in its discretion:

(i) require Contractor to perform the Services under the Statement of Work without the Change;

(ii) require Contractor to continue to negotiate a Change Notice; or

(iii) initiate a Dispute Resolution Procedure.

(iv) notwithstanding any provision to the contrary in the Statement of Work, terminate this Contract under Section 24.3.

(d) No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice.

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

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

3. Software License. Contractor hereby grants to the State and its Authorized Users the right and license to use the Software and Documentation in accordance with the terms and conditions of this Contract and the License Agreement set forth in Schedule C (the “License Agreement”).

4. Open-Source Licenses. Any use hereunder of Open-Source Components shall be governed by, and subject to, the terms and conditions of the applicable open-source license (“Open-Source License”). Contractor shall identify and describe in an exhibit to the Statement of Work each of the Approved Open-Source Components of the Software, and include an exhibit attaching all applicable Open-Source Software Licenses or identifying the URL where these licenses are publicly available.

5. Software Implementation. This Section 5 only applies to future enhancements requested by the State and agreed to by Contractor under the Change Control Process in Section 2.2 and to any Maintenance Releases or New Versions provided by the Contractor.

5.1 Implementation. Contractor will deliver, install, configure, integrate, and otherwise provide and make fully operational the Software on or prior to the applicable Milestone Date in accordance with the criteria set forth in the Statement of Work.

5.2 Site Preparation. Unless otherwise set forth in the Statement of Work, Contractor is responsible for ensuring the relevant Operating Environment is set up and in working order to allow Contractor to deliver and install the Software on or prior to the applicable Milestone Date. Contractor will provide the State with such notice as is specified in the Statement of Work, prior to delivery of the Software to give the State sufficient time to prepare for Contractor’s delivery and installation of the Software. If the State is responsible for Site preparation, Contractor will provide such assistance as the State requests to complete such preparation on a timely basis.

6. Hosting. On-Premise. The State will be hosting the Solution in its own environment.

7. Support Services

7.1 Support Services for On-Premise Software. Contractor shall provide the State with the Support Services described in the Maintenance and Support Schedule attached as Schedule B to this Contract. Such Support Services shall be provided:

(a) Free of charge during the Warranty Period, it being acknowledged and agreed that the License Fee includes full consideration for such Services during such period.

(b) Thereafter, for so long as the State elects to receive Support Services for the Software, in consideration of the State's payment of Support Services Fees in accordance with Section 16 and the rates set forth in the Pricing Schedule.

8. Data Privacy and Information Security.

8.1 Undertaking by Contractor. Without limiting Contractor’s obligation of confidentiality as further described, Contractor is responsible for establishing and maintaining a data privacy and information security program, including physical, technical, administrative, and organizational safeguards on its premises and systems consistent with the policies of CJIS.

8.2 To the extent that Contractor has access to the State’s computer system, Contractor must comply with the State’s Acceptable Use Policy, see https://www.michigan.gov/documents/dtmb/1340.00.01_Acceptable_Use_of_Information_Technology_Standard_458958_7.pdf. All Contractor Personnel that have access to the State’s computer systems will be required, in writing, to agree to the State’s Acceptable Use Policy before accessing the State’s system. The State reserves the right to terminate Contractor’s access to the State’s system if a violation occurs.

8.3 Right of Audit by the State. Without limiting any other audit rights of the State, the State has the right to review Contractor’s data privacy and information security program prior to the commencement of Services and from time to time during the term of this Contract. During the providing of Services, on an ongoing basis from time to time and without notice, the State, at its own expense, is entitled to perform, or to have performed, an on-site audit of Contractor’s data privacy and information security program. In lieu

https://www.michigan.gov/documents/dtmb/1340.00.01_Acceptable_Use_of_Information_Technology_Standard_458958_7.pdf


of an on-site audit, upon request by the State, Contractor agrees to complete, within forty-five (45) calendar days of receipt, an audit questionnaire provided by the State regarding Contractor’s data privacy and information security program, which is CJIS compliant.

8.4 Audit Findings. With respect to State Data, Contractor must implement any CJIS- required safeguards as identified by the State or by any audit of Contractor’s data privacy and information security program.

8.5 State’s Right to Termination for Deficiencies. The State reserves the right, at its sole election, to immediately terminate this Contract or the Statement of Work without limitation and without liability if, after providing notice in writing and allowing Contractor thirty (30) days to cure, the State determines that Contractor fails or has failed to meet its obligations under this Section 8.

8.6 FBI Criminal Justice Information Services (CJIS) Security Policy. The Contractor must ensure

compliance with the FBI CJIS Security Policy, a copy of which may be found at https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center/view.

8.7 Unauthorized Access. Contractor may not access, and shall not permit any access to, State

systems, in whole or in part, whether through Contractor’s systems or otherwise, without the State’s express prior written authorization. Such authorization may be revoked by the State in writing at any time in its sole discretion. Any access to State systems must be solely in accordance with the Contract, and in no case exceed the scope of the State’s authorization pursuant to this Section. All State-authorized connectivity or attempted connectivity to State systems shall be only through the State’s security gateways and firewalls and in compliance with the State’s security policies set forth in the Contract as the same may be supplemented or amended by the State and provided to Contractor from time to time.

9. Performance of Services. Contractor will provide all Services and Deliverables in a timely, professional and workmanlike manner and in accordance with the terms, conditions, and Specifications set forth in this Contract and the Statement of Work.

9.1 Contractor Personnel.

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

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

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

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

(iii) Ensure all Contractor personnel have passed a Michigan State Police administered name-based and fingerprint based background check and that all Contractor Personnel submit a signed CJIS Security Addendum as required by the Federal Bureau of Investigation Criminal Justice Information Services Security Policy and

complete modules one through four of the Criminal Justice Information Services Security Awareness Training upon assignment and every two years thereafter. Contractor will be responsible for all costs associated with meeting these requirements.

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

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

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

(a) Contractor’s Project Manager must:

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

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

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

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

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

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

(ii) the State consents in writing to any removal requested by Contractor in writing;

(iii) Contractor’s Project Manager ceases to be employed by Contractor, whether by resignation, involuntary termination or otherwise.

(d) Contractor will use it best efforts to promptly replace its Project Manager on the occurrence of any event set forth in Section 9.3(c). Such replacement will be subject to the State's prior written approval.

9.4 Contractor’s Key Personnel.

(a) The State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, introduce the individual to the State’s Project Manager, and provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection.

(b) Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State which will not be unreasonably withheld or delayed. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under Section 24.2.

(c) It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result of any Unauthorized Removal. Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Section 24, Contractor will issue to the State an amount equal to $25,000 per individual (each, an “Unauthorized Removal Credit”).

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

9.5 Subcontractors. Contractor will not, without the prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, engage any Third Party to perform Services. The State’s approval of any such Third Party (each approved Third Party, a “Permitted Subcontractor”) does not relieve Contractor of its representations, warranties or obligations under this Contract. Without limiting the foregoing, Contractor will:

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

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

(c) be responsible for all fees and expenses payable to, by or on behalf of each Permitted Subcontractor in connection with this Contract, including, if applicable, withholding of income taxes, and

the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits; and

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

10. State Obligations.

10.1 State Resources and Access. The State is responsible for:

(a) providing the State Materials and such other resources as may be specified in the Statement of Work (collectively, “State Resources”); and

(b) providing Contractor Personnel with such access to the Site(s) and Operating Environment as is necessary for Contractor to perform its obligations on a timely basis as set forth in the Statement of Work.

10.2 State Project Manager. Throughout the Term of this Contract, the State will maintain a State employee to serve as the State’s Project Manager under this Contract. The State’s Project Manager will be identified in the Statement of Work. The State’s Project Manager will be available as set forth in the Statement of Work.

11. Pre-Delivery Testing. This Section 11 only applies to future enhancements requested by the State and agreed to by Contractor under the Change Control Process in Section 2.2 and to any Maintenance Releases or New Versions provided by the Contractor.

11.1 Testing By Contractor. Before delivering and installing the Software, Contractor must:

(a) test the Software to confirm that it is fully operable, meets all applicable Specifications and will function in accordance with the Specifications and Documentation when properly installed in the Operating Environment;

(b) scan the Software using industry standard scanning software and definitions to confirm it is free of Harmful Code; and

(c) remedy any Non-Conformity or Harmful Code identified and retest and rescan the Software.

11.2 Test Data and Estimates. Unless otherwise specified in the Statement of Work, Contractor shall provide to the State all test data and testing scripts used by Contractor for its pre-delivery testing (“Test Data”), together with the results Contractor expects to be achieved by processing the Test Data using the Software (“Test Estimates,” and together with Test Data, “Contractor’s Test Package”).

12. Acceptance Testing.

12.1 Acceptance Testing. This Section 12 only applies to future enhancements requested by the State and agreed to by Contractor under the Change Control Process in Section 2.2 and to any Maintenance Releases or New Versions provided by the Contractor.

(a) Unless otherwise specified in the Statement of Work, upon installation of the Software, Acceptance Tests will be conducted as set forth in this Section 12 to ensure the Software conforms to

the requirements of this Contract, including the applicable Specifications and Documentation. The State may, but is not obligated, to perform its own pretest on the Software utilizing Contractor’s Test Package. If the State does perform a pretest, and Contractor’s Test Package does not successfully pass the Test Data or Test Estimate scripts as described by Contractor, the State, at its discretion, is not obligated to move into the formal Acceptance Tests set forth in this Section. The State may elect to send Contractor’s Test Package back to Contractor to correct any problems encountered with the Test Data or Test Estimates.

(b) All Acceptance Tests will take place at the designated Site(s) in the Operating Environment described in the Statement of Work, commence on the Business Day following installation of the Software and be conducted diligently for up to thirty (30) Business Days, or such other period as may be set forth in the Statement of Work (the “Testing Period”). Acceptance Tests will be conducted by the party responsible as set forth in the Statement of Work or, if the Statement of Work does not specify, the State, provided that:

(i) for Acceptance Tests conducted by the State, if requested by the State, Contractor will make suitable Contractor Personnel available to observe or participate in such Acceptance Tests; and

(ii) for Acceptance Tests conducted by Contractor, the State has the right to observe or participate in all or any part of such Acceptance Tests.

Contractor is solely responsible for all costs and expenses related to Contractor’s performance of, participation in, and observation of Acceptance Testing.

(c) Upon delivery and installation of any API, Configuration or Customization to the Software under the Statement of Work, additional Acceptance Tests will be performed on the modified Software as a whole to ensure full operability, integration, and compatibility among all elements of the Software (“Integration Testing”). Integration Testing is subject to all procedural and other terms and conditions set forth in Section 12.1, Section 12.3, and Section 12.4.

(d) The State may suspend Acceptance Tests and the corresponding Testing Period by written notice to Contractor if the State discovers a material Non-Conformity in the tested Software or part or feature of the Software. In such event, Contractor will immediately, and in any case within ten (10) Business Days, correct such Non-Conformity, whereupon the Acceptance Tests and Testing Period will resume for the balance of the Testing Period.

12.2 Notices of Completion, Non-Conformities, and Acceptance. Within fifteen (15) Business Days following the completion of any Acceptance Tests, including any Integration Testing, the party responsible for conducting the tests will prepare and provide to the other party written notice of the completion of the tests. Such notice must include a report describing in reasonable detail the tests conducted and the results of such tests, including any uncorrected Non-Conformity in the tested Software.

(a) If such notice is provided by either party and identifies any Non-Conformities, the parties’ rights, remedies, and obligations will be as set forth in Section 12.3 and Section 12.4.

(b) If such notice is provided by the State, is signed by the State’s Business Owner and Project Manager, and identifies no Non-Conformities, such notice constitutes the State's Acceptance of such Software.

(c) If such notice is provided by Contractor and identifies no Non-Conformities, the State will have thirty (30) Business Days to use the Software in the Operating Environment and determine, in the exercise of its sole discretion, whether it is satisfied that the Software contains no Non-Conformities, on the completion of which the State will, as appropriate:

(i) notify Contractor in writing of Non-Conformities the State has observed in the Software and of the State’s non-acceptance thereof, whereupon the parties’ rights, remedies and obligations will be as set forth in Section 12.3 and Section 12.4; or

(ii) provide Contractor with a written notice of its Acceptance of such Software, which must be signed by the State’s Business Owner and Project Manager.

12.3 Failure of Acceptance Tests. If Acceptance Tests identify any Non-Conformities, Contractor, at Contractor’s sole cost and expense, will remedy all such Non-Conformities and re-deliver the Software, in accordance with the requirements set forth in the Statement of Work. Redelivery will occur as promptly as commercially possible and, in any case, within thirty (30) Business Days following, as applicable, Contractor’s:

(a) completion of such Acceptance Tests, in the case of Acceptance Tests conducted by Contractor; or

(b) receipt of the State’s notice under Section (a) or Section (i), identifying any Non-Conformities.

12.4 Repeated Failure of Acceptance Tests. If Acceptance Tests identify any Non-Conformity in the Software after a second or subsequent delivery of the Software, or Contractor fails to re-deliver the Software on a timely basis, the State may, in its sole discretion, by written notice to Contractor:

(a) continue the process set forth in this Section 12;

(b) accept the Software as a nonconforming deliverable, in which case the Fees for such Software will be reduced equitably to reflect the value of the Software as received relative to the value of the Software had it conformed; or

(c) deem the failure to be a non-curable material breach of this Contract and the Statement of Work and terminate this Contract for cause in accordance with Section 24.2.

12.5 Acceptance. Acceptance (“Acceptance”) of the Software (subject, where applicable, to the State’s right to Integration Testing) will occur on the date that is the earliest of the State’s delivery of a notice accepting the Software under Section 2.3(b), or Section 2.3(c)(ii).

13. Training. This Section 13 only applies to future enhancements requested by the State and agreed to by the Contractor under the Change Control Process in Section 2.2 and to any Maintenance Releases or New Versions provided by the Contractor. Contractor shall provide, at no additional charge, training on all uses of the Software permitted hereunder in accordance with the times, locations and other terms set forth in the Statement of Work. Upon the State's request, Contractor shall timely provide training for additional Authorized Users or other additional training on all uses of the Software for which the State requests such training, at such reasonable times and locations and pursuant to such rates and other terms as are set forth in the Pricing Schedule.

14. Maintenance Releases; New Versions

14.1 Maintenance Releases. Provided that the State is current on its Support Services Fees, during the Term, Contractor shall provide the State, at no additional charge, with all Maintenance Releases, each of which will constitute Software and be subject to the terms and conditions of this Contract.

14.2 New Versions. Provided that the State is current on its Support Services Fees, during the Term, Contractor shall provide the State, at no additional charge, with all New Versions, each of which will constitute Software and be subject to the terms and conditions of this Contract.

14.3 Installation. The State has no obligation to install or use any Maintenance Release or New Versions. If the State wishes to install any Maintenance Release or New Version, the State shall have the right to have such Maintenance Release or New Version installed, in the State's discretion, by Contractor or other authorized party as set forth in the Statement of Work. Contractor shall provide the State, at no additional charge, adequate Documentation for installation of the Maintenance Release or New Version, which has been developed and tested by Contractor and Acceptance Tested by the State. The State’s decision not to install or implement a Maintenance Release or New Version of the Software will not affect its right to receive Support Services throughout the Term of this Contract, provided that the State maintains versions that are continued to be supported by Contractor.

15. Source Code Escrow

15.1 Escrow Contract. The parties may enter into a separate intellectual property escrow agreement. Such escrow agreement will govern all aspects of Source Code escrow and release.

16. Fees

16.1 License Fee. In consideration of, and as payment in full for, the rights and license to use the Software and Documentation as provided in this Contract and the License Agreement, the State shall pay to Contractor the license fees (the “License Fee”) set forth on the Pricing Schedule, subject to and in accordance with the terms and conditions of this Contract and the License Agreement, including the applicable timetable and other provisions of the Statement of Work and this Section 16.

16.2 Implementation Fees. In consideration of, and as payment in full for, Contractor’s provision of implementation services as provided in this Contract and the Statement of Work, the State shall pay to Contractor the implementation fees (the “Implementation Fees”) set forth on the Pricing Schedule, subject to and in accordance with the terms and conditions of this Contract, including the applicable timetable and other provisions of the Statement of Work and this Section 16.

16.3 Support Service Fees. In consideration of Contractor providing the Support Services as required under the Maintenance and Support Schedule (as applicable) or the Service Level Agreement (as applicable), the State shall pay to Contractor the Support Services fees (the “Support Service Fees”) set forth in the Pricing Schedule, subject to and in accordance with the terms and conditions of this Contract, including the applicable provisions of the Maintenance and Support Schedule (as applicable) or the Service Level Agreement (as applicable) and this Section 16.

16.4 Firm Pricing/Fee Changes. All Pricing set forth in this Contract is firm and will not be increased, except as otherwise expressly provided in this Section 16.4.

(a) The License Fee will not be increased at any time except for the addition of additional licenses, the fees for which licenses will also remain firm in accordance with the Pricing set forth in the Pricing Schedule.

17. Invoices and Payment.

17.1 Invoices. Contractor will invoice the State for Fees in accordance with the requirements set forth in the Statement of Work, including any requirements that condition the rendering of invoices and the payment of Fees upon the successful completion of Milestones. Contractor must submit each invoice in both hard copy and electronic format, via such delivery means and to such address as are specified by the State in the Statement of Work. Each separate invoice must:

(a) clearly identify the Contract and purchase order number to which it relates, in such manner as is required by the State;

(b) list each Fee item separately;

(c) include sufficient detail for each line item to enable the State to satisfy its accounting and charge-back requirements;

(d) for Fees determined on a time and materials basis, report details regarding the number of hours performed during the billing period, the skill or labor category for such Contractor Personnel and the applicable hourly billing rates;

(e) include such other information as may be required by the State as set forth in the Statement of Work; and

(f) Itemized invoices must be submitted to [email protected].

17.2 Payment. Invoices are due and payable by the State, in accordance with the State’s standard payment procedures as specified in 1984 Public Act No. 279, MCL 17.51, et seq., within forty-five (45) calendar days after receipt, provided the State determines that the invoice was properly rendered. The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

17.3 Taxes. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services or Deliverables purchased under this Contract are for the State’s exclusive use. Notwithstanding the foregoing, all Fees are inclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

17.4 Payment Disputes. The State may withhold from payment any and all payments and amounts the State disputes in good faith, pending resolution of such dispute, provided that the State:

(a) timely renders all payments and amounts that are not in dispute;

(b) notifies Contractor of the dispute prior to the due date for payment, specifying in such notice:

(i) the amount in dispute; and

(ii) the reason for the dispute set out in sufficient detail to facilitate investigation by Contractor and resolution by the parties;

http://www.michigan.gov/SIGMAVSS

(c) works with Contractor in good faith to resolve the dispute promptly; and

(d) promptly pays any amount determined to be payable by resolution of the dispute.

17.5 Contractor shall not withhold any Services or fail to perform any obligation hereunder by reason of the State's good faith withholding of any payment or amount in accordance with this Section 17.4 or any dispute arising therefrom.

17.6 Right of Setoff. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

18. Intellectual Property Rights

18.1 Ownership Rights in Software

(a) Subject to the rights and licenses granted by Contractor in this Contract and the License Agreement, and the provisions of Section 18.1(b):

(i) Contractor reserves and retains its entire right, title and interest in and to all Intellectual Property Rights arising out of or relating to the Software; and

(ii) none of the State or Authorized Users acquire any ownership of Intellectual Property Rights in or to the Software or Documentation as a result of this Contract.

(b) As between the State, on the one hand, and Contractor, on the other hand, the State has, reserves and retains, sole and exclusive ownership of all right, title and interest in and to User Data, including all Intellectual Property Rights arising therefrom or relating thereto.

18.2 Rights in Open-Source Components. Ownership of all Intellectual Property Rights in Open-Source Components shall remain with the respective owners thereof, subject to the State's rights under the applicable Open-Source Licenses.

18.3 The State is and will be the sole and exclusive owner of all right, title, and interest in and to all API and Work Product developed exclusively for the State under this Contract, including all Intellectual Property Rights. In furtherance of the foregoing

(a) Contractor will create all API and Work Product as work made for hire as defined in Section 101 of the Copyright Act of 1976; and

(b) to the extent any API, Work Product, or Intellectual Property Rights do not qualify as, or otherwise fails to be, work made for hire, Contractor hereby:

(i) assigns, transfers, and otherwise conveys to the State, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to such API or Work Product, including all Intellectual Property Rights; and

(ii) irrevocably waives any and all claims Contractor may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the API or Work Product.

19. State Data.

19.1 Ownership. The State’s data (“State Data”), which will be treated by Contractor as Confidential Information, includes: (a) User Data; and (b) any other data collected, used, processed, stored, or generated by the State in connection with the Services; (c) any data accessed by, stored in, or flowing through the Software, including but not limited to (i) personally identifiable information (“PII”) collected, used, processed, stored, or generated as the result of the Services, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements here listed; and (ii) personal health information (“PHI”) collected, used, processed, stored, or generated as the result of the Services, which is defined under the Health Insurance Portability and Accountability Act (“HIPAA”) and its related rules and regulations, and (iii) criminal justice information (“CJI”). State Data is and will remain the sole and exclusive property of the State and all right, title, and interest in the same is reserved by the State. This Section 19.1 survives termination or expiration of this Contract.

19.2 Contractor Use of State Data. Contractor is provided a limited license to State Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display State Data only to the extent necessary in the provision of the Services. Contractor must: (a) keep and maintain State Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose State Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Contract, any applicable Statement of Work, and applicable law; and (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available State Data for Contractor’s own purposes or for the benefit of anyone other than the State without the State’s prior written consent. This Section 19.2 survives termination or expiration of this Contract.

19.3 Loss or Compromise of Data. In the event of any act, error or omission, negligence, misconduct, or breach on the part of Contractor that compromises or is suspected to compromise the security, confidentiality, or integrity of State Data or the physical, technical, administrative, or organizational safeguards put in place by Contractor that relate to the protection of the security, confidentiality, or integrity of State Data, Contractor must, as applicable: (a) notify the State as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with the State in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by the State; (c) in the case of PII or PHI, at the State’s sole election, (i) with approval and assistance from the State, notify the affected individuals who comprise the PII or PHI as soon as practicable but no later than is required to comply with applicable law, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or (ii) reimburse the State for any costs in notifying the affected individuals; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twenty-four (24) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) pay for any costs associated with the occurrence, including but not limited to any costs incurred by the State in investigating and resolving the occurrence, including reasonable attorney’s fees associated with such investigation and resolution; (g)

without limiting Contractor’s obligations of indemnification as further described in this Contract, indemnify, defend, and hold harmless the State for any and all claims, including reasonable attorneys’ fees, costs, and incidental expenses, which may be suffered by, accrued against, charged to, or recoverable from the State in connection with the occurrence; (h) be responsible for recreating lost State Data in the manner and on the schedule set by the State without charge to the State; and (i) provide to the State a detailed plan within ten (10) calendar days of the occurrence describing the measures Contractor will undertake to prevent a future occurrence. Notification to affected individuals, as described above, must comply with applicable law, be written in plain language, not be tangentially used for any solicitation purposes, and contain, at a minimum: name and contact information of Contractor’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Contractor has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Contractor. The State will have the option to review and approve any notification sent to affected individuals prior to its delivery. Notification to any other party, including but not limited to public media outlets, must be reviewed and approved by the State in writing prior to its dissemination. The parties agree that any damages relating to a breach of this Section 19.3 are to be considered direct damages and not consequential damages. This section survives termination or expiration of this Contract.

19.4 Security Accreditation Process. Contractor must assist the State at an agreed-upon fees and costs, with development, completion and on-going maintenance of a system security plan (SSP) using the State’s automated governance, risk and compliance (GRC) platform, which requires Contractor to submit evidence, upon request from the State, in order to validate Contractor’s security controls, within two weeks of the State’s request. On an annual basis, or as otherwise required by the State such as for significant changes, re-assessment of the system’s controls will be required to receive and maintain authority to operate (ATO). All identified risks from the SSP will be remediated through a Plan of Action and Milestones (POAM) process with remediation time frames based on the risk level of the identified risk. For all findings associated with the Contractor’s solution, at no additional cost, Contractor will be required to create or assist with the creation of State approved POAMs and perform related remediation activities. Contractor may request risk acceptance, supported by compensating controls, however only the State, at its sole discretion, will determine if it will accept any risk.

20. Confidential Information. Each party acknowledges that it may be exposed to or acquire communication or data of the other party that is confidential in nature and is not intended to be disclosed to third parties. This Section 20 survives termination or expiration of this Contract.

20.1 Meaning of Confidential Information. The term “Confidential Information” means all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was or is: (a) in the possession of the State and subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (e) publicly available when

received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). Notwithstanding the above, in all cases and for all matters, State Data is deemed to be Confidential Information.

20.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to the Contractor’s subcontractor is permissible where: (a) the subcontractor is a Permitted Subcontractor; (b) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the Permitted Subcontractor's responsibilities; and (c) Contractor obligates the Permitted Subcontractor in a written contract to maintain the State’s Confidential Information in confidence. At the State’s request, any of the Contractor’s Representatives may be required to execute a separate agreement to be bound by the provisions of this Section 20.2.

20.3 Cooperation to Prevent Disclosure of Confidential Information. Each party must use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party must advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract. Each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

20.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of the State, at the sole election of the State, the immediate termination, without liability to the State, of this Contract or any Statement of Work corresponding to the breach or threatened breach.

20.5 Surrender of Confidential Information upon Termination. Upon termination or expiration of this Contract or a Statement of Work, in whole or in part, each party must, within five (5) Business Days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession, custody, or control. If Contractor or the State determine that the return of any Confidential Information is not feasible, such party must destroy the Confidential Information and certify the same in writing within five (5) Business Days from the date of termination to the other party.

21. HIPAA Compliance. The State and Contractor must comply with all obligations under HIPAA and its accompanying regulations, including but not limited to entering into a business associate agreement, if reasonably necessary to keep the State and Contractor in compliance with HIPAA.

22. Accessibility Requirements.

a) All Software provided by Contractor under this Contract, including associated content and documentation, must conform to WCAG 2.0 Level AA. Contractor must provide a description of conformance with WCAG 2.0 Level AA specifications by providing a completed PAT for each product

provided under the Contract. At a minimum, Contractor must comply with the WCAG 2.0 Level AA conformance claims it made to the State, including the level of conformance provided in any PAT. Throughout the Term of the Contract, Contractor must:

i) maintain compliance with WCAG 2.0 Level AA and meet or exceed the level of conformance provided in its written materials, including the level of conformance provided in each PAT;

ii) comply with plans and timelines approved by the State to achieve conformance in the event of any deficiencies;

iii) ensure that no Maintenance Release, New Version, update or patch, when properly installed in accordance with this Contract, will have any adverse effect on the conformance of Contractor’s Software to WCAG 2.0 Level AA;

iv) promptly respond to and resolve any complaint the State receives regarding accessibility of Contractor’s Software;

v) upon the State’s written request, provide evidence of compliance with this Section by delivering to the State Contractor’s most current PAT for each product provided under the Contract; and

vi) participate in the State of Michigan Digital Standards Review described below.

b) State of Michigan Digital Standards Review. Contractor must maintain compliance with WCAG 2.0 Level AA, at no additional cost on existing projects. On any new development projects, Contractor must assist the State with development, completion, and on-going maintenance of an accessibility plan, which requires Contractor, upon request from the State, to submit evidence to the State to validate Contractor’s accessibility and compliance with WCAG 2.0 Level AA. Prior to the solution going-live and thereafter on an annual basis, or as otherwise required by the State, re-assessment of accessibility may be required. At no additional cost, Contractor must remediate all issues identified from any assessment of accessibility pursuant to plans and timelines that are approved in writing by the State.

c) Warranty. Contractor warrants that all WCAG 2.0 Level AA conformance claims made by Contractor pursuant to this Contract, including all information provided in any PAT Contractor provides to the State, are true and correct. If the State determines such conformance claims provided by the Contractor represent a higher level of conformance than what is actually provided to the State, Contractor will, at its sole cost and expense, promptly remediate its Software to align with Contractor’s stated WCAG 2.0 Level AA conformance claims in accordance with plans and timelines that are approved in writing by the State. If Contractor is unable to resolve such issues in a manner acceptable to the State, in addition to all other remedies available to the State, the State may terminate this Contract for cause under Section 24.2.

d) Contractor must, without limiting Contractor’s obligations of indemnification as further described in this Contract, indemnify, defend, and hold harmless the State for any and all claims, including reasonable attorneys’ fees, costs, and incidental expenses, which may be suffered by, accrued against, charged to, or recoverable from the State arising out of its failure to comply with the foregoing accessibility standards

e) Failure to comply with the requirements in this Section 22 shall constitute a material breach of this Contract.

23. CJIS Compliance. Contractor shall comply with all Criminal Justice Information Services (CJIS) Security Policy requirements, including the FBI CJIS Security Addendum attached as Schedule E. Changes required to

Contractor’s performance due to a change in CJIS requirements shall be subject to Section 2.2 Change Control Process. Contractor personnel who will be subject to an MSP performed background check, as determined by the State, shall complete security awareness training within six (6) months of initial assignment and biennially thereafter. MSP shall provide Contractor with the required training materials. Documentation of completion of the training will be provided to MSP upon request at no additional cost (or maintenance hours). The State reserves the right to perform additional background checks on Contractor personnel as may be required to comply with the CJIS Security Policy. During the term, Contractor will maintain complete and accurate records relating to its data protection practices and the security of any of the State’s Confidential Information, including any backup, disaster recovery or other policies, practices or procedures relating to the State’s Confidential Information and any other information relevant to its compliance with this Section. Contractor shall make all such records, appropriate personnel, and relevant materials available in the event of an audit initiated by the State or the FBI, provided that all requests for access be scheduled during normal business hours, with at least three business days’ notice.

24. Termination, Expiration, Transition. The State may terminate this Contract, the Support Services, or any Statement of Work, in accordance with the following:

24.1 Notice and Right to Cure. If the Contractor breaches the Contract, and the State in its reasonable discretion determines that the breach is curable, then, prior to any termination, the State shall provide the Contractor with written notice of the breach and a time period (not less than 30 days) to cure the Breach. The notice of breach and opportunity to cure is inapplicable for successive or repeated breaches or if the State determines in its reasonable discretion that the breach poses a serious and imminent threat to the health or safety of any person or the imminent loss, damage, or destruction of any real or tangible personal property.

24.2 Termination for Cause. In addition to any right of termination set forth elsewhere in this Contract:

(a) The State may terminate this Contract for cause, in whole or in part, if Contractor as reasonably determined by the State: (i) endangers the value, integrity, or security of State Systems, State Data, or the State’s facilities or personnel; (ii) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; or (iii) breaches any of its material duties or obligations under this Contract, and the State determines in its reasonable discretion that such alleged default is not curable, or remains uncured after the deadline provided in the notice and right to cure, as provided in Section 24.1. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

(b) If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of this Contract, the termination will be deemed to have been a termination for convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in subsection (b).

(c) The State will only pay for amounts due to Contractor for Services accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. Contractor must promptly

reimburse to the State any Fees prepaid by the State prorated to the date of such termination, including any prepaid Support Services Fees. Further, Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Services from other sources.

24.3 Termination for Convenience. The State may immediately terminate this Contract in whole or in part, without penalty and for any reason, including but not limited to, appropriation or budget shortfalls by giving Contractor written notice of at least 30 days before the date of termination. The notice requirement does not apply to terminations for appropriation or budget shortfalls. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities to the extent the funds are available.

24.4 Transition Responsibilities. Only if and to the extent funds are available to pay Contractor to perform Transition Responsibilities, upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days; the “Transition Period”), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract to continue without interruption or adverse effect, and to facilitate the orderly transfer of the Services to the State or its designees. Such transition assistance may include but is not limited to: (a) continuing to perform the Services at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Services to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all State Data; and (d) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, the “Transition Responsibilities”). The Term of this Contract is automatically extended through the end of the Transition Period.

24.5 Survival. This Section 24 survives termination or expiration of this Contract.

25. Termination By Contractor. If the State breaches the Contract, and the Contractor, in its reasonable discretion, determines that the breach is curable, then the Contractor will provide the State with written notice of the breach and a time period (not less than 30 days) to cure the breach. The Notice of Breach and opportunity to cure is inapplicable for successive and repeated breaches.

The Contractor may terminate this Contract if the State: (i) materially breaches its obligation to pay the Contractor undisputed amounts due and owing under this Contract, (ii) breaches its other obligations under this Contract to an extent that makes it impossible or commercially impractical for the Contractor to perform the Services, or (iii) does not cure the breach within the time period specified in a written notice of breach. The Contractor must discharge its obligations under this Section 25 before it terminates the Contract.

26. Stop Work Order. The State may, at any time, order the Services of Contractor fully or partially stopped for its own convenience for up to ninety (90) calendar days. The State will provide Contractor a written notice detailing such suspension (a “Stop Work Order”). Contractor must comply with the Stop Work Order upon receipt. Within 90 days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate this Contract. The State will not pay for any Services; Contractor’s lost profits, or any additional compensation during a stop work period.

27. Cancellation or Expiration of Stop Work Order. The Contractor shall resume work if the State cancels a Stop Work Order or if it expires. The parties shall agree upon an equitable adjustment in the delivery schedule, the contract price, or both and the contract shall be modified in writing accordingly, if (a) The Stop Work Order results in an increase in the time required for, or in Contractor’s costs properly allocable to, the performance of any part of the Contract; and (b) Contactor asserts its right to an equitable adjustment within 30 calendar days after the end of the period of work stoppage; provided that, if the State decides the facts justify the action, the State may receive and act upon a Contractor proposal submitted at any time before final payment under the Contract.

28. Contractor Representations and Warranties.

28.1 Authority. Contractor represents and warrants to the State that:

(a) It is duly organized, validly existing, and in good standing as a corporation or other entity as represented under this Contract under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;

(b) It has the full right, power, and authority to enter into this Contract, to grant the rights and licenses granted under this Contract, and to perform its contractual obligations;

(c) The execution of this Contract by its Representative has been duly authorized by all necessary organizational action; and

(d) When executed and delivered by Contractor, this Contract will constitute the legal, valid, and binding obligation of Contractor, enforceable against Contractor in accordance with its terms.

(e) Contractor is neither currently engaged in nor will engage in the boycott of a person based in or doing business with a strategic partner as described in 22 USC 8601 to 8606.

28.2 Bid Response. Contractor represents and warrants to the State that:

(a) The prices proposed by Contractor were arrived at independently, without consultation, communication, or agreement with any other Bidder for the purpose of restricting competition; the prices quoted were not knowingly disclosed by Contractor to any other Bidder to the RFP; and no attempt was made by Contractor to induce any other Person to submit or not submit a proposal for the purpose of restricting competition;

(b) All written information furnished to the State by or for Contractor in connection with this Contract, including Contractor’s Bid Response, is true, accurate, and complete, and contains no untrue statement of material fact or omits any material fact necessary to make the information not misleading;

(c) Contractor is not in material default or breach of any other contract or agreement that it may have with the State or any of its departments, commissions, boards, or agencies. Contractor further represents and warrants that it has not been a party to any contract with the State or any of its departments that was terminated by the State within the previous five (5) years for the reason that Contractor failed to perform or otherwise breached an obligation of the contract; and

(d) If any of the certifications, representations, or disclosures made in Contractor’s Bid Response change after contract award, the Contractor is required to report those changes immediately to the Contract Administrator.

28.3 Software Representations and Warranties. Contractor further represents and warrants to the State that:

(a) it is the legal and beneficial owner of the entire right, title and interest in and to the Software, including all Intellectual Property Rights relating thereto;

(b) it has, and throughout the license term, will retain the unconditional and irrevocable right, power and authority to grant and perform the license hereunder;

(c) the Software, and the State's use thereof, is and throughout the license term will be free and clear of all encumbrances, liens and security interests of any kind;

(d) neither its grant of the license, nor its performance under this Contract does or to its knowledge will at any time:

(i) conflict with or violate any applicable Law;

(ii) require the consent, approval or authorization of any governmental or regulatory authority or other third party; or

(iii) require the provision of any payment or other consideration to any third party;

(e) when used by the State or any Authorized User in accordance with this Contract and the Documentation, the Software or Documentation as delivered or installed by Contractor does not or will not:

(i) infringe, misappropriate or otherwise violate any Intellectual Property Right or other right of any third party; or

(ii) fail to comply with any applicable Law;

(f) as provided by Contractor, based on maintaining compliance with controls as identified in the Contract, the Software does not or will not at any time during the license term:

(i) contain any Harmful Code; or

(ii) contain any new Open-Source Components or operate in such a way that it is developed or compiled with or linked to any Open-Source Components, other than Open Source components that are specifically described in this Contract, including any Statements of Work, Exhibits or Schedules attached to this Contract and approved by the State. Such approval by the State shall not be unreasonably withheld or delayed.

(g) all Documentation is and will be complete and accurate in all material respects when provided to the State such that at no time during the license term will the Software have any material undocumented feature; and

(h) it will perform all Services in a timely, skillful, professional and workmanlike manner in accordance with commercially reasonable industry standards and practices for similar services, using personnel with the requisite skill, experience and qualifications, and will devote adequate resources to meet its obligations under this Contract.

(i) when used in the Operating Environment (or any successor thereto) in accordance with the Documentation, all Software as provided by Contractor, will be fully operable, meet all applicable specifications, and function in all respects, in conformity with this Contract and the Documentation; and

(j) no Maintenance Release or New Version, when properly installed in accordance with this Contract, will have a material adverse effect on the functionality or operability of the Software.

28.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, CONTRACTOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS CONTRACT.

29. Indemnification

29.1 General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and 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: (a) any breach by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b) any infringement, misappropriation, or other violation of any Intellectual Property Right or other right of any Third Party; and (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

29.2 Indemnification Procedure. The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced. Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations. 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, at its own cost and expense, if the State deems necessary. Contractor will not, without the State’s prior 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. Any litigation activity on behalf of the State or any of its subdivisions, under this Section 29, must be coordinated with the Department of Attorney General. An attorney designated to represent the State, including by an insurer, may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

29.3 Infringement Remedies.

(a) The remedies set forth in this Section 29.3 are in addition to, and not in lieu of, all other remedies that may be available to the State under this Contract or otherwise, including the State’s right to be indemnified for such actions.

(b) If any Software or any component thereof, other than State Materials, is found to be infringing or if any use of any Software or any component thereof is enjoined, or found to infringe, Contractor must, at Contractor’s sole cost and expense:

(i) procure for the State the right to continue to use such Software or component thereof to the full extent contemplated by this Contract; or

(ii) modify or replace the materials that infringe or are alleged to infringe (“Allegedly Infringing Materials”) to make the Software and all of its components non-infringing while providing fully equivalent features and functionality.

(c) If neither of the foregoing is possible notwithstanding Contractor’s best efforts, then the State may terminate the Contract for cause under Section 24.

(d) If Contractor directs the State to cease using any Software that has been enjoined or finally adjudicated as infringing, then the State may terminate this Contract for cause under Section 24.

(e) Contractor will have no liability for any claim of infringement arising solely from:

(i) Contractor’s compliance with any designs, specifications, or instructions of the State; or

(ii) modification of the Software by the State without the prior knowledge and approval of Contractor;

Unless the claim arose against the Software independently of any of the above specified actions.

30. Liquidated Damages.

30.1 The parties agree that any delay or failure by Contractor to timely perform its obligations in accordance with the Implementation Plan and Milestone Dates agreed to by the parties will interfere with the proper and timely implementation of the Software, to the loss and damage of the State. Further, the State will incur major costs to perform the obligations that would have otherwise been performed by Contractor. The parties understand and agree that any liquidated damages Contractor must pay to the State as a result of such nonperformance are described in the Statement of Work, and that these amounts are reasonable estimates of the State’s damages in accordance with applicable Law.

30.2 The parties acknowledge and agree that Contractor could incur liquidated damages for more than one event if Contractor fails to timely perform its obligations by each Milestone Date.

30.3 The assessment of liquidated damages will not constitute a waiver or release of any other remedy the State may have under this Contract for Contractor’s breach of this Contract, including without limitation, the State’s right to terminate this Contract for cause under Section 24.2, and the State will be entitled in its discretion to recover actual damages caused by Contractor’s failure to perform its obligations under this Contract. However, the State will reduce such actual damages by the amounts of liquidated damages received for the same events causing the actual damages.

30.4 Amounts due the State as liquidated damages may be set off against any Fees payable to Contractor under this Contract, or the State may bill Contractor as a separate item and Contractor will promptly make payments on such bills.

31. Damages Disclaimers and Limitations.

31.1 Disclaimer of Damages. NEITHER PARTY WILL BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOST BUSINESS OPPORTUNITIES.

31.2 The State’s Limitation of Liability. IN NO EVENT WILL THE STATE’S AGGREGATE LIABILITY TO CONTRACTOR UNDER THIS CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED THE MAXIMUM AMOUNT OF FEES PAYABLE UNDER THIS CONTRACT.

31.3 The Contractor’s Limitation of Liability. EXCEPT FOR CONTRACTOR’S INDEMNIFICATION, INFRINGEMENT AND STATE DATA OBLIGATIONS, IN NO EVENT WILL THE CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED THE MAXIMUM AMOUNT OF FEES PAYABLE UNDER THIS CONTRACT.

32. Records Maintenance, Inspection, Examination, and Audit.

32.1 Right of Audit. The State or its designee may audit Contractor to verify compliance with this Contract. Contractor must retain, and provide to the State or its designee and the auditor general upon request, all financial and accounting records related to this Contract through the Term of this Contract and for four (4) years after the latter of termination, expiration, or final payment under this Contract or any extension (“Financial Audit Period”). If an audit, litigation, or other action involving the records is initiated before the end of the Financial Audit Period, Contractor must retain the records until all issues are resolved.

32.2 Right of Inspection. Within ten (10) calendar days of providing notice, the State and its authorized representatives or designees have the right to enter and inspect Contractor’s premises or any other places where Services are being performed, and examine, and audit all records related to this Contract. Contractor must cooperate and provide reasonable assistance, provided that such an audit takes place within normal business hours and Contractor is provided at least three (3) business days’ notice. If financial errors are revealed, the amount in error must be reflected as a credit or debit on subsequent invoices until the amount is paid or refunded. Any remaining balance at the end of this Contract must be paid or refunded within forty-five (45) calendar days.

32.3 Application. This Section 32 applies to Contractor, any Affiliate, and any Permitted Subcontractor that performs Services in connection with this Contract.

33. Insurance

Required Coverage.

(a) Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor's or a subcontractor's performance; (b)

be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by an company with an A.M. Best rating of “A” or better and a financial size of VII or better.

Insurance Type Additional Requirements

Commercial General Liability Insurance

Minimal Limits:

$1,000,000 Each Occurrence Limit

$1,000,000 Personal & Advertising Injury Limit $2,000,000 General Aggregate Limit

$2,000,000 Products/Completed Operations

Deductible Maximum:

$50,000 Each Occurrence

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 2010 07 04 and CG 2037 07 0.

Umbrella or Excess Liability Insurance

Minimal Limits:

$5,000,000 General Aggregate

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds.

Automobile Liability Insurance

Minimal Limits:

$1,000,000 Per Occurrence

Workers' Compensation Insurance

Minimal Limits:

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance

Minimal Limits:

$500,000 Each Accident

$500,000 Each Employee by Disease

$500,000 Aggregate Disease.

Privacy and Security Liability (Cyber Liability) Insurance

Minimal Limits:

$1,000,000 Each Occurrence

$1,000,000 Annual Aggregate

Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

(b) If Contractor's policy contains limits higher than the minimum limits, the State is entitled to coverage to the extent of the higher limits. The minimum limits are not intended, and may not be construed to limit any liability or indemnity of Contractor to any indemnified party or other persons.

(c) If any of the required policies provide claim-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of contract work; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the contract of work; and (c) if coverage is canceled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

(d) Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section; (c) notify the Contract Administrator within 5 business days if any insurance is cancelled; and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

33.1 Non-waiver. This Section 33 is not intended to and is not be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

34. Dispute Resolution.

34.1 Unless otherwise specified in the Statement of Work, the parties will endeavor to resolve any Contract dispute in accordance with Section 33 (the “Dispute Resolution Procedure”). The initiating

party will reduce its description of the dispute to writing (including all supporting documentation) and deliver it to the responding party’s Project Manager. The responding party’s Project Manager must respond in writing within five (5) Business Days. The initiating party has five (5) Business Days to review the response. If after such review resolution cannot be reached, both parties will have an additional five (5) Business Days to negotiate in good faith to resolve the dispute. If the dispute cannot be resolved within a total of fifteen (15) Business Days, the parties must submit the dispute to the parties’ Contract Administrators. The parties will continue performing while a dispute is being resolved, unless the dispute precludes performance. A dispute involving payment does not preclude performance.

34.2 Litigation to resolve the dispute will not be instituted until after the dispute has been elevated to the parties’ Contract Administrators, and either Contract Administrator concludes that resolution is unlikely, or fails to respond within fifteen (15) Business Days. The parties are not prohibited from instituting formal proceedings: (a) to avoid the expiration of statute of limitations period; (b) to preserve a superior position with respect to creditors; or (c) where a party makes a determination that a temporary restraining order or other injunctive relief is the only adequate remedy. This Section 34 does not limit the State’s right to terminate this Contract.

35. General Provisions

35.1 Force Majeure.

(a) Force Majeure Events. Subject to Subsection (b) below, neither party will be liable or responsible to the other party, or be deemed to have defaulted under or breached this Contract, for any failure or delay in fulfilling or performing any term hereof, when and to the extent such failure or delay is caused by: acts of God, flood, fire or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Contract, national or regional emergency, or any passage of law or governmental order, rule, regulation or direction, or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition (each of the foregoing, a “Force Majeure”), in each case provided that: (a) such event is outside the reasonable control of the affected party; (b) the affected party gives prompt written notice to the other party, stating the period of time the occurrence is expected to continue; (c) the affected party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

(b) State Performance; Termination. In the event of a Force Majeure Event affecting Contractor’s performance under this Contract, the State may suspend its performance hereunder until such time as Contractor resumes performance. The State may terminate this Contract by written notice to Contractor if a Force Majeure Event affecting Contractor’s performance hereunder continues substantially uninterrupted for a period of five (5) Business Days or more. Unless the State terminates this Contract pursuant to the preceding sentence, any date specifically designated for Contractor’s performance under this Contract will automatically be extended for a period up to the duration of the Force Majeure Event.

35.2 Further Assurances. Each party will, upon the reasonable request of the other party, execute such documents and perform such acts as may be necessary to give full effect to the terms of this Contract.

35.3 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Contract is to be construed as creating any agency, partnership,

joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever.

35.4 Media Releases. News releases (including promotional literature and commercial advertisements) pertaining to this Contract or project to which it relates must not be made without the prior written approval of the State, and then only in accordance with the explicit written instructions of the State.

35.5 Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Contract must be in writing and addressed to the parties as follows (or as otherwise specified by a party in a notice given in accordance with this Section 35.5):

If to Contractor: Computer Projects of Illinois, Inc. 400 Quadrangle Drive, Suite F, Bolingbrook, Illinois, 60440 Email: [email protected] Attention: Kevin Sawatzky, CEO

With a Copy To:

Levin Ginsburg

Email: [email protected]

Attn: Joseph Ginsburg

180 N. LaSalle St., Suite 3200

Chicago, Illinois, 60601

If to State: 525 W. Allegan, 1st Floor, Lansing, MI 48913 Email: [email protected] Attention: Jarrod Barron, IT Category Specialist

Notices sent in accordance with this Section 35.5 will be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next Business Day, if sent after normal business hours of the recipient; or (d) on the fifth (5th) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

35.6 Headings. The headings in this Contract are for reference only and do not affect the interpretation of this Contract.

35.7 Assignment. Contractor may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Contract, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the State’s prior written consent. The State has the right to terminate this Contract in its entirety or any Services or Statements of Work hereunder, pursuant to Section 24.2, if Contractor delegates or otherwise transfers any of its obligations or performance hereunder, whether voluntarily, involuntarily, by operation of law or otherwise, and no

such delegation or other transfer will relieve Contractor of any of such obligations or performance. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Contractor (regardless of whether Contractor is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Contract for which the State’s prior written consent is required. Any purported assignment, delegation, or transfer in violation of this Section 35.7 is void.

35.8 No Third-party Beneficiaries. This Contract is for the sole benefit of the parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Contract.

35.9 Amendment and Modification; Waiver. No amendment to or modification of this Contract is effective unless it is in writing, identified as an amendment to this Contract and signed by both parties Contract Administrator. Further, certain amendments to this Contract may require State Administrative Board Approval. No waiver by any party of any of the provisions of this Contract will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Contract, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Contract will operate or be construed as a waiver. Nor will any single or partial exercise of any right, remedy, power or privilege under this Contract preclude the exercise of any other right, remedy, power or privilege.

35.10 Severability. If any term or provision of this Contract is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto will negotiate in good faith to modify this Contract so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

35.11 Governing Law. This Contract is governed, construed, and enforced in accordance with Michigan law, excluding choice-of-law principles, and all claims relating to or arising out of this Contract are governed by Michigan law, excluding choice-of-law principles. Any dispute arising from this Contract must be resolved in the Michigan Court of Claims. Complaints against the State must be initiated in Ingham County, Michigan. Contractor waives any objections, such as lack of personal jurisdiction or forum non conveniens. Contractor must appoint agents in Michigan to receive service of process.

35.12 Equitable Relief. Each party to this Contract acknowledges and agrees that (a) a breach or threatened breach by such party of any of its obligations under this Contract may give rise to irreparable harm to the other party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto is, in addition to any and all other rights and remedies that may be available to such party at law, at equity or otherwise in respect of such breach, entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each party to this Contract agrees that such party will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 35.12.

35.13 Nondiscrimination. Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq., the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., and Executive Directive 2019-09, Vendor and its subcontractors agree not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex (as defined in Executive Directive 2019-09), height, weight, marital status, partisan considerations, any mental or physical disability, or genetic information that is unrelated to the person’s ability to perform the duties of a particular job or position. Breach of this covenant is a material breach of the Contract.

35.14 Unfair Labor Practice. Under MCL 423.324, the State may void any Contract with a Contractor or Permitted Subcontractor who appears on the Unfair Labor Practice register compiled under MCL 423.322.

35.15 Schedules All Schedules that are referenced herein and attached hereto are hereby incorporated by reference.

35.16 Counterparts. This Contract may be executed in counterparts, each of which will be deemed an original, but all of which together are deemed to be one and the same agreement and will become effective and binding upon the parties as of the Effective Date at such time as all the signatories hereto have signed a counterpart of this Contract. A signed copy of this Contract delivered by facsimile, e-mail or other means of electronic transmission (to which a signed copy is attached) is deemed to have the same legal effect as delivery of an original signed copy of this Contract.

35.17 Effect of Contractor Bankruptcy. All rights and licenses granted by Contractor under this Contract are and will be deemed to be rights and licenses to “intellectual property,” and all Software and Deliverables are and will be deemed to be “embodiments” of “intellectual property,” for purposes of, and as such terms are used in and interpreted under, Section 365(n) of the United States Bankruptcy Code (the “Code”). If Contractor or its estate becomes subject to any bankruptcy or similar proceeding, the State retains and has the right to fully exercise all rights, licenses, elections, and protections under this Contract, the Code and all other applicable bankruptcy, insolvency, and similar Laws with respect to all Software and other Deliverables. Without limiting the generality of the foregoing, Contractor acknowledges and agrees that, if Contractor or its estate shall become subject to any bankruptcy or similar proceeding:

(a) all rights and licenses granted to the State under this Contract will continue subject to the terms and conditions of this Contract, and will not be affected, even by Contractor’s rejection of this Contract; and

(b) the State will be entitled to a complete duplicate of (or complete access to, as appropriate) all such intellectual property and embodiments of intellectual property comprising or relating to any Software or other Deliverables, and the same, if not already in the State’s possession, will be promptly delivered to the State, unless Contractor elects to and does in fact continue to perform all of its obligations under this Contract.

35.18 Compliance with Laws. Contractor and its Representatives must comply with all Laws in connection with this Contract.

35.19 Non-Exclusivity. Nothing contained in this Contract is intended nor is to be construed as creating any requirements contract with Contractor. This Contract does not restrict the State or its agencies from acquiring similar, equal, or like Services from other sources.

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35.20 Administrative Fee and Reporting. Contractor must pay an administrative fee of 1% on all payments made to Contractor under the Contract including transactions with the State (including its departments, divisions, agencies, offices, and commissions), MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made online by check or credit card:

State of MI Admin Fees: https://www.thepayplace.com/mi/dtmb/adminfee

State of Mi MiDEAL Fees: https://www.thepayplace.com/mi/dtmb/midealfee

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to [email protected].

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter

35.21 Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal. Upon written agreement between the State and Contractor, this contract may also be extended to: (a) other states (including governmental subdivisions and authorized entities) and (b) State of Michigan employees. If extended, Contractor must supply all Contract Activities at the established Contract prices and terms. The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.

35.22 Entire Agreement. This Contract, together with all Schedules, Exhibits, and the Statement of Work which are hereby expressly incorporated, constitutes the sole and entire agreement of the parties to this Contract with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Contract, the Schedules, Exhibits, and the Statement of Work, the following order of precedence governs: (a) first, this Contract, excluding its Schedules, Exhibits and the Statement of Work. and (b) second, the Statement of Work; and (c) third, the Exhibits and Schedules to this Contract. NO TERMS ON CONTRACTORS INVOICES, WEBSITE, BROWSE-WRAP, SHRINK-WRAP, CLICK-WRAP, CLICK-THROUGH OR OTHER NON-NEGOTIATED TERMS AND CONDITIONS PROVIDED WITH ANY OF THE SERVICES, OR DOCUMENTATION HEREUNDER WILL CONSTITUTE A PART OR AMENDMENT OF THIS CONTRACT OR IS BINDING ON THE STATE OR ANY AUTHORIZED USER FOR ANY PURPOSE. ALL SUCH OTHER TERMS AND CONDITIONS HAVE NO FORCE AND EFFECT AND ARE DEEMED REJECTED BY THE STATE AND THE AUTHORIZED USER, EVEN IF ACCESS TO OR USE OF SUCH SERVICE OR DOCUMENTATION REQUIRES AFFIRMATIVE ACCEPTANCE OF SUCH TERMS AND CONDITIONS.

https://www.thepayplace.com/mi/dtmb/adminfee

https://www.thepayplace.com/mi/dtmb/midealfee


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SCHEDULE A STATEMENT OF WORK

1. PURPOSE Contractor shall continue to maintain, support and, at State’s request, enhance, the Law Enforcement Information Network software solution. If needed, the parties will define future enhancements in separate statements of work and incorporate same into contract change notices. 2. SPECIFIC STANDARDS IT Policies, Standards and Procedures (PSP) All Contractor products and services must comply with all applicable State IT policies and standards. Public IT Policies, Standards and Procedures (PSP): https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.html Note: Not all applicable PSP's are available publicly. Controlled PSP's applicable to the Contract are available after signing and returning to the State the required Nondisclosure Agreement (NDA) agreement. Acceptable Use Policy To the extent that Contractor has access to the State’s computer system, Contractor must comply with the State’s Acceptable Use Policy, see https://www.michigan.gov/documents/dtmb/1340.00.01_Acceptable_Use_of_Information_Technology_Standard_458958_7.pdf. All Contractor and Subcontractor Personnel will be required, in writing, to agree to the State’s Acceptable Use Policy before accessing the State’s system. The State reserves the right to terminate Contractor’s access to the State’s system if a violation occurs. Secure Application Development Life Cycle (SADLC) Contractor is required to meet the States Secure Application Development Life Cycle requirements that includes:

Application Scanning Contractor is required to grant the right to the State to scan either the application code or a deployed version of the solution; or in lieu of the State performing a scan, Contractor will provide the State a vulnerabilities assessment after Contractor has used a State approved application scanning tool. These scans must be completed and provided to the State on a regular basis or at least for each major release. For Commercial Off-The Shelf Software (“COTS”), or Contractor owned applications, Contractor, at its sole expense, must provide resources to allow the State to scan State hosted applications and complete the analysis, remediation and validation of vulnerabilities identified by the scans as required by the State Secure Web Application Standards. Application scanning and remediation must include the following types of scans and activities • Dynamic Application Security Testing (DAST) – Scanning interactive application for

vulnerabilities, analysis, remediation and validation (May include IAST) • Static Application Security Testing (SAST) – Scanning source code for vulnerabilities, analysis,

remediation and validation Application scanning and remediation may include the following types of scans and activities as required based on data classification and/or composition: • Software Composition Analysis (SCA) – Third Party and/or Open Source Scanning for

vulnerabilities, analysis, remediation and validation.

https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.html



• Native mobile application software scanning (if applicable) including any interaction with an Application Programming Interface (API)

• Penetration Testing - Simulated attack on the application and infrastructure to identify security weaknesses

The parties agree that the system will not contain PHI/HIPAA data. Look and Feel / Digital Standard All software items provided by the Contractor must adhere to the State of Michigan Application/Site standards which can be found at www.michigan.gov/standards. Mobile Responsiveness Contractor’s Solution must utilize responsive design practices to ensure the application is accessible via a mobile device. 3. USER TYPE AND CAPACITY Contractor’s Solution must be able to meet the expected number of concurrent Users shown below. The Solution must be able to scale up or down without affecting performance.

Type of User Access Type Number of Users Number of Concurrent Users

Authorized State Employees Admin 100 100

Authorized State Employees Write 100 100

Authorized State Employees Read 100 100

Authorized Third-Party Contractors and Non-State Employees

Write 40,000 40,000

Authorized Third-Party Contractors and Non-State Employees

Read 40,000 40,000

4. ACCESS CONTROL AND AUTHENTICATION If applicable, Contractor’s solution must integrate with the State’s IT Identity and Access Management (IAM) environment as described in the State of Michigan Digital Strategy (http://www.michigan.gov/dtmb/0,5552,7-150-56345_56351_69611-336646--,00.html), which consist of:

1. MILogin/Michigan Identity, Credential, and Access Management (MICAM) a. An enterprise single sign-on and identity management solution based on IBM’s Identity

and Access Management products including, IBM Security Identity Manager (ISIM), IBM Security Access Manager for Web (ISAM), IBM Tivoli Federated Identity Manager (TFIM), IBM Security Access Manager for Mobile (ISAMM), and IBM DataPower, which enables the State to establish, manage, and authenticate user identities for the State’s Information Technology (IT) systems.

2. MILogin Identity Federation a. Allows federated single sign-on (SSO) for business partners, as well as citizen-based

applications. 3. MILogin Multi Factor Authentication (MFA, based on system data classification requirements)

a. Required for those applications where data classification is Confidential and Restricted as defined by the 1340.00 Michigan Information Technology Information Security

https://www.michigan.gov/som/0,4669,7-192-86761---,00.html

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standard (i.e. the proposed solution must comply with PHI, PCI, CJIS, IRS, and other standards).

4. MILogin Identity Proofing Services (based on system data classification requirements) a. A system that verifies individual’s identities before the State allows access to its IT

system. This service is based on “life history” or transaction information aggregated from public and proprietary data sources. A leading credit bureau provides this service.

To integrate with the SOM MILogin solution, Contractor’s solution must support HTTP Headers based SSO, or SAML, or OAuth or OpenID interfaces for the SSO purposes.

5. DATA RETENTION AND REMOVAL The Contractor will need to retain all data for the entire length of the Contract unless otherwise directed by the State. The State will need the ability to delete data, even data that may be stored off-line or in backups. The State will need to retrieve data, even data that may be stored off-line or in backups. 6. SECURITY Contractor and Contractor’s software must comply with the following:

• Contractor must sign and maintain compliance with the FBI Criminal Justice Information Services (CJIS) Security Addendum attached to the Contract as Schedule E to this contract.

• Must be capable of meeting compliance requirements for hosting in a FedRAMP authorized computing environment

• Must support data encryption in transit and at rest using AES encryption with 128 bit or higher keys and FIPS validated encryption modules.

• Must support multi-factor authentication for privileged/administrative and other identified access. The use of restricted methods such as SMS text with passcode, phone call with temporary passcode or some other approved multi-factor methods may be appropriate based on data classification and level of access.

• ensure the solution support Identity Federation/Single Sign-on (SSO) capabilities using Security Assertion Markup Language (SAML), Open Authentication (OAuth) or comparable mechanisms

• Must remain compliant with FISMA and the NIST Special Publication 800-53 (most recent version) MOD controls using minimum control values as established in the applicable SOM PSPs.

On-Premise Contractor is responsible for establishing and maintaining a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the State Data; (b) protect against any anticipated threats or hazards to the security or integrity of the State Data; (c) protect against unauthorized disclosure, access to, or use of the State Data; (d) ensure the proper disposal of State Data; and (e) ensure that all Contractor and subcontractor(s) personnel comply with all of the foregoing. In no case will the safeguards of Contractor’s data privacy and information security program be less stringent than the safeguards used by the State, and Contractor must at all times comply with all applicable State IT policies and standards, of which the publicly available ones are at https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.htm. 7. END USER OPERATING ENVIRONMENT Development teams must accommodate the latest browser versions (including mobile browsers) as well as some pre-existing browsers. To ensure that users with older browsers are still able to access online services, applications must, at a minimum, display and function correctly in standards-compliant browsers and the state standard browser without the use of special plugins or extensions. The rules used to base the minimum browser requirements include:

• Over 2% of site traffic, measured using Sessions or Visitors (or) • The current browser identified and approved as the State of Michigan standard

https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.htm

https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.htm

This information can be found at www.michigan.gov/browserstats. Please use the most recent calendar quarter to determine browser statistics. For those browsers with over 2% of site traffic, except Internet Explorer which requires support for at minimum version 11, the current browser version as well as the previous two major versions must be supported. 8. TESTING SERVICES AND ACCEPTANCE Contractor will perform testing services in compliance with Section 11. Pre-Delivery Testing and Section 12. Acceptance Testing, of the COTS Contract Terms. 9. TRAINING SERVICES Contractor will provide training services upon State’s request. 10. HOSTING On-Premise. The State will be hosting the Solution in its own environment. 11. DOCUMENTATION Contractor must provide all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the Software. Contractor must develop and submit for State approval complete, accurate, and timely Solution documentation to support all users, and will update any discrepancies, or errors through the life of the contract. The Contractor’s user documentation must provide detailed information about all software features and functionality, enabling the State to resolve common questions and issues prior to initiating formal support requests. 12. TRANSITION SERVICES Upon termination or expiration of the agreement, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the agreement to continue without interruption or adverse effect, and to facilitate the orderly transfer of the services to the State or its designees. Such transition assistance may include but is not limited to: (a) continuing to perform the services at the established rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable services to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return (in a format specified by the State) to the State all data stored in the solution; and (d) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts. 13. CONTRACTOR KEY PERSONNEL Contractor designates the following persons as Key Personnel: Contractor Contract Administrator. Role defined in Contract Terms.

Contractor Name: Marc J. Smith Address: 400 Quadrangle Drive, Suite F, Bolingbrook, Illinois 60440 Phone: 630-754-8820 x 149 Email: [email protected]

http://www.michigan.gov/browserstats

Contractor Project Manager/Technical Lead. Role defined in Contract Terms.

Contractor Name: Nicholas Sinon Address: 400 Quadrangle Drive, Suite F, Bolingbrook, Illinois, 60440 Phone: 630-754-8820 x 163 Email: [email protected]

Contractor Service Manager. 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.

Contractor Name: Vivek Dubba Address: 400 Quadrangle Drive, Suite F, Bolingbrook, Illinois, 60440 Phone 630.754.8820 x176 Email: [email protected]

14. CONTRACTOR PERSONNEL REQUIREMENTS Contractor must present certifications evidencing satisfactory Michigan State Police Background checks ICHAT and drug tests for all staff identified for assignment to this project. Contractor personnel will be required to complete and submit an RI-8 Fingerprint Card for the National Crime Information Center (NCIC) Finger Prints, if required by project. Contractor will pay for all costs associated with ensuring their staff meets all requirements. 15. STATE RESOURCES/RESPONSIBILITIES The State will provide the following resources as part of the implementation and ongoing support of the Solution. State Contract Administrator. The State Contract Administrator is the individual appointed by the State to (a) administer the terms of this Contract, and (b) approve and execute any Change Notices under this Contract. State Project Manager. The State Project Manager will serve as the primary contact with regard to implementation Services who will have the authority to act on behalf of the State in approving Deliverables, and day to day activities. Agency Business Owner. The Agency Business Owner will serve as the primary contact for the business area with regard to business advisement who will have the authority to act on behalf of the State in matters pertaining to the business Specifications. State Technical Lead. The State Technical Lead will serve as the primary contact with regard to implementation technical advisement.


SCHEDULE B Maintenance and Support

The parties agree as follows:

1. Definitions. For purposes of this Schedule, the following terms have the meanings set forth below. All initial capitalized terms in this Schedule that are not defined in this Section 1 to this Schedule shall have the respective meanings given to them in the Contract.

“Contact List” means a current list of Contractor contacts and telephone numbers set forth in the attached Exhibit 1 to this Schedule to enable the State to escalate its Support Requests, including: (a) the first person to contact; and (b) the persons in successively more qualified or experienced positions to provide the support sought.

“Critical Service Error” has the meaning set forth in the Service Level Table.

“Error” means, generally, any failure or error referred to in the Service Level Table.

“First Line Support” means the identification, diagnosis and correction of Errors by the State.

“High Service Error” has the meaning set forth in the Service Level Table.

“Low Service Error” has the meaning set forth in the Service Level Table.

“Medium Service Error” has the meaning set forth in the Service Level Table.

“Resolve” and the correlative terms, “Resolved”, “Resolving” and “Resolution” each have the meaning set forth in Section 3.4

“Service Credit” has the meaning set forth in Section 4.1

“Second Line Support” means the identification, diagnosis and correction of Errors by the provision of (a) telephone and email assistance by a qualified individual on the Contact List and remote application support, or (b) on-site technical support at the State's premises by a qualified individual on the Contact List.

“Service Levels” means the defined Error and corresponding required service level responses, response times, Resolutions and Resolution times referred to in the Service Level Table.

“Service Level Table” means the table set out in Section 3.4

“State Cause” means any of the following causes of an Error: (a) a State server hardware problem; (b) a desktop/laptop hardware problem; or (c) a State network communication problem.

“State Systems” means the State's information technology infrastructure, including the State's computers, software, databases, electronic systems (including database management systems) and networks.

“Support Hours” means 24 hours a day, seven days a week .

“Support Period” means the period of time beginning 90 days after the date the Software has entered full production mode and ending on the date the Contract expires or is terminated.

“Support Request” has the meaning set forth in Section 3.2.

2. Maintenance.

2.1 Maintenance Releases and New Versions. Provided that the State is current on its Support Services Fees, during the Support Period, Contractor shall provide the State, at no additional charge, with all Maintenance Releases and New Versions for the Software.

2.2 Installation. The State has no obligation to install or use any Maintenance Release or New Version. If the State wishes to install any Maintenance Release or New Version, the State shall have the right to have such Maintenance Release or New Version installed, in the State's discretion, by Contractor or other authorized party. Contractor shall provide the State, at no additional charge, adequate Documentation for installation of the Maintenance Release or New Version, which has been developed and tested by Contractor. The State’s decision not to install or implement a Maintenance Release or New Version of the Software will not affect its right to receive Support Services throughout the Term of this Contract, provided that the State maintains versions that are continued to be supported by Contractor.

3. Support Services. The State will provide First Line Support prior to making a Service Request for Second Line Support. Contractor shall perform all Second Line Support and other Support Services during the Support Hours throughout the Support Period in accordance with the terms and conditions of this Schedule and the Contract, including the Service Levels and other Contractor obligations set forth in this Section.

3.1 Support Service Responsibilities. Contractor shall:

(a) provide unlimited telephone support during all Support Hours;

(b) respond to and Resolve all Support Requests in accordance with the Service Levels;

(c) provide unlimited remote Second Line Support to the State during all Support Hours;

(d) provide on-premise Second Line Support to the State if remote Second Line Support will not Resolve the Error; and

(e) provide to the State all such other services as may be necessary or useful to correct an Error or otherwise fulfill the Service Level requirements, including defect repair, programming corrections and remedial programming.

3.2 Support Requests. Once the State has determined that an Error is not the result of a State Cause, the State may request Support Services by way of a Support Request. The State shall classify its requests for Error corrections in accordance with the support request classification and definitions of the Service Level Table set forth in Section 3.4 (each a "Support Request"). The State shall notify Contractor of each Support Request by e-mail or telephone.

The State shall include in each Support Request a description of the reported Error and the time the State first observed the Error.

3.3 State Obligations. The State shall provide the Contractor with each of the following to the extent reasonably necessary to assist Contractor to reproduce operating conditions similar to those present when the State detected the relevant Error and to respond to and Resolve the relevant Support Request:

(i) if not prohibited by the State’s security policies, remote access to the State Systems, and if prohibited, direct access at the State's premises;

(ii) output and other data, documents and information, each of which is deemed the State's Confidential Information as defined in the Contract; and

(iii) such other reasonable cooperation and assistance as Contractor may request.

3.4 Service Level Table. Response and Resolution times will be measured from the time Contractor receives a Support Request until the respective times Contractor has (a) responded to that Support Request, in the case of response time and (b) Resolved that Support Request, in the case of Resolution time. "Resolve", "Resolved", "Resolution" and correlative capitalized terms mean, with respect to any particular Support Request, that Contractor has corrected the Error that prompted that Support Request and that the State has confirmed such correction and its acceptance of it in writing. Contractor shall respond to and Resolve all Support Requests within the following times based on the State's designation of the severity of the associated Error, subject to the parties' written agreement to revise such designation after Contractor's investigation of the reported Error and consultation with the State:

Support Request

Classification

Definition Service Level Metric (Required Response

Time)

Service Level Metric (Required Resolution

Time) Critical

Service Error (a) Issue affecting entire Software system or single critical production function; (b) Software down or operating in materially degraded state; (c) Data integrity at risk; (d) Material financial impact; (e) Widespread access interruptions: or (f) Classified by the state as a Critical Service Error

Contractor shall acknowledge receipt of a Support Request within thirty (30) minutes.

Contractor shall Resolve the Support Request as soon as practicable and no later than four (4) hours after Contractor's receipt of the Support Request. If the Contractor Resolves the Support Request by way of a work-around accepted in writing by the State, the support classification assessment will be reduced to a High Service Error.

High Service Error

(a) A Critical Service Error for which the State has received, within the Resolution time for Critical Service Errors, a work-

Contractor shall acknowledge receipt of a Support Request or, where applicable, the State's written acceptance of a Critical Service Error work-

Contractor shall Resolve the Support Request as soon as practicable and no later than two (2) Business Days after Contractor's receipt of the Support

around that the State has accepted in writing; or (b) Primary component failure that materially impairs Software’s performance; (c) Data entry or access is materially impaired on a limited basis; or (d) performance issues of severe nature impacting critical processes

around, within twenty-four (24) hours.

Request or, where applicable, the State's written acceptance of a Critical Service Error work-around.

Medium Service Error

An isolated or minor Error in the Software that meets any of the following requirements: (a) does not significantly affect Software functionality; (b) can or does impair or disable only certain non-essential Software functions; or (c) does not materially affect the State's use of the Software

Contractor shall acknowledge receipt of the Support Request within two (2) Business Days.

Contractor shall Resolve the Support Request as soon as practicable and no later than ten (10) Business Days after Contractor's receipt of the Support Request.

3.5 Escalation to Parties' Project Managers. If Contractor does not respond to a Support Request within the relevant Service Level response time, the State may escalate the Support Request to the parties' respective Project Managers and then to their respective Contract Administrators.

3.6 Time Extensions. The State may, on a case-by-case basis, agree in writing to a reasonable extension of the Service Level response or Resolution times.

3.7 Contractor Updates. Contractor shall give the State monthly electronic or other written reports and updates of:

(a) the nature and status of its efforts to correct any Error, including a description of the Error and the time of Contractor's response and Resolution;

(b) its Service Level performance, including Service Level response and Resolution times; and

(c) the Service Credits to which the State has become entitled.

4. Service Credits.

4.1 Service Credit Amounts. If the Contractor fails to respond to a Support Request within the applicable Service Level response time or to Resolve a Support Request within the applicable Service Level Resolution time, the State will be entitled to the corresponding service credits

specified in the table below ("Service Credits"), provided that the relevant Error did not result from a State Cause.

Support Request Classification

Service Level Credits (For Failure to Respond to any

Support Request Within the Corresponding Response Time)

Service Level Credits (For Failure to Resolve any Support Request Within the Corresponding

Required Resolution Time) Critical Service

Error An amount equal to 1% / hour (rounded down) of the then current monthly Support Fee for each hour by which Contractor's response exceeds the required Response time.

An amount equal to 1% of the then current monthly Support Fee for each hour by which Contractor's Resolution of the Support Request exceeds the required Resolution time.

High Service Error

An amount equal to 1% (rounded down) of the then current monthly Support Fee for each Business Day, and a pro-rated share of such percentage for each part of a Business Day, by which Contractor's response exceeds the required Response time.

An amount equal to 1% of the then current monthly Support Fee for each Business Day, and a pro-rated share of such percentage for each part of a Business Day, by which Contractor's Resolution of the Support Request exceeds the required Resolution time.

4.2 Compensatory Purpose. The parties intend that the Service Credits constitute compensation to the State, and not a penalty. The parties acknowledge and agree that the State's harm caused by Contractor's delayed delivery of the Support Services would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Service Credits are a reasonable estimate of the anticipated or actual harm that might arise from Contractor's breach of its Service Level obligations.

4.3 Issuance of Service Credits. Contractor shall, for each monthly invoice period, issue to the State, together with Contractor's invoice for such period, a written acknowledgment setting forth all Service Credits to which the State has become entitled during that invoice period. Contractor shall pay the amount of the Service Credit as a debt to the State within fifteen (15) Business Days of issue of the Service Credit acknowledgment, provided that, at the State's option, the State may, at any time prior to Contractor's payment of such debt, deduct the Service Credit from the amount payable by the State to Contractor pursuant to such invoice.

4.4 Additional Remedies for Service Level Failures. Contractor's repeated failure to meet the Service Levels for Resolution of any Critical Service Errors or High Service Errors, or any combination of such Errors, within the applicable Resolution time set out in the Service Level Table will constitute a material breach under the Contract. Without limiting the State's right to receive Service Credits under this Section, the State may terminate this Schedule for cause in accordance with terms of the Contract.

5. Communications. In addition to the mechanisms for giving notice specified in the Contract, unless expressly specified otherwise in this Schedule or the Contract, the parties may use e-mail for communications on any matter referred to herein.

EXHIBIT 1

CONTRACTOR CONTACT

Kevin Sawatzky CEO 400 Quadrangle Dr. Suite F Bolingbrook, IL 60440 630.754.8820 x 117 [email protected]

Marc J. Smith Director of Sales 400 Quadrangle Dr. Suite F Bolingbrook, IL 60440 630.754.8820 x 149 [email protected]

Nick Sinon Project Manager 400 Quadrangle Dr. Suite F Bolingbrook, IL 60440 630.754.8820 x 163 [email protected] Vivek Dubba Director of Support 400 Quadrangle Dr. Suite F Bolingbrook, IL 60440 630.754.8820 x 176 [email protected]





SCHEDULE C Licensing Agreement

OPENFOX® CENTRAL SITE

SOFTWARE LICENSE

1. Additional Definitions. 1.1 “Licensed System” means the State’s system authorized to download, install, and/or otherwise use the functionality and features of the Software in accordance with terms of this Contract.

1.2 “Central Site” means the site at which the Software code is maintained and as specified in Schedule D of this Contract.

2. Grant of License

2.1 Contractor grants to State a non-sublicensable, non-exclusive and non-transferable right and license to use the Software during the Term solely for State’s internal business purposes on authorized Licensed Systems. 2.2 Following Contract Formation, Contractor will make available the Software to State for download at the Central Site for use of the functionality and features of the Software as set forth in a SOW as attached to the Contract.

2.3 Subject to Section 4, State may make copies of the Documentation for backup or archival purposes, provided that all proprietary markings, titles, trademark symbols, copyright notices and other legends that appear on the original Documentation are reproduced on such copies. All copies shall remain in State’s possession and are subject to the terms of this Contract. State may not reproduce the Software or Documentation except only as expressly provided herein.

2.4 State acknowledges that CPI may recommend or provide Third Party Software as part of its solution. If State chooses to use any Third Party Software, State acknowledges and agrees that the rights and licenses with respect to such Third Party Software shall be under the terms and conditions set forth in the pertinent license agreements between the State and the vendors of such Third Party Software. Further, State acknowledges that CPI does not endorse, indemnify or otherwise guarantee the appropriateness, effectiveness or compatibility of any Third Party Software.

3. Software License Restrictions

Except as expressly set forth in this Contract, State agrees that it will not itself, or through or with any parent, subsidiary, affiliate, agent or other third party, nor attempt to do so, any of the following:

(a) Modify, adapt, reproduce, distribute, or make derivative works from the Software or Documentation or make any copies thereof except only as required to run the Software or for reasonable back-up purposes without Contractor’s written consent; any and all such copies are and shall remain the exclusive property of Contractor subject to this Contract;

(b) Decompile, disassemble or reverse-engineer the Software or otherwise attempt to do any of the foregoing or, (i) derive the Software source code, or (ii) use the Software as a model for development of other software that contains the same functionality or features as the Software;

(c) Rent, sell, lease, loan, encumber or otherwise transfer the Software or Documentation;

(d) Use the Software to provide processing services to third parties, or otherwise use or allow others to use the Software for the benefit of any third party in a commercial, rental, sharing arrangement, or other “service bureau” or similar activity, or

(e) Remove any product identification, trademark, copyright, confidentiality, proprietary or other notice contained on or within the Software or Documentation.

(f) Challenge Contractor’s “Ownership” of the Software (as described in Section 5 (below)) or otherwise in any way and in any forum or manner.

4. Ownership Contractor shall own all worldwide right, title and interest in and to the Software, including all worldwide patent rights (including patent applications and disclosures); copyright rights (including copyrights, copyright registrations and copy rights with respect to computer software, software design, software code, software architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications and databases); moral rights; trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing. Contractor does not grant State any intellectual property rights in the Software, and all right, title and interest in and to all copies of the Software not expressly granted in this Contract remain with Contractor. The Software is copyrighted and protected by the law of the United States.

5. Audit Rights

Contractor may request written certification from the State regarding use of the Software for the sole purpose of verifying compliance with this Contract. Such written certification may occur no more than once in any twenty-four (24) month period during the Term of the Contract. The State will respond to any such request within 45 calendar days of receipt. If the State’s use is greater than contracted, Contractor may invoice the State for any unlicensed use (and related support) pursuant to the terms of this Contract at the rates set forth in Schedule D, and the unpaid license and support fees shall be payable in accordance with the terms of the Contract. Payment under this provision shall be Contractor’s sole and exclusive remedy to cure these issues.

6. Public Announcements/Publicity Contractor shall have the right on its sole discretion to refer to the State as a customer in sales presentations, marketing materials, marketing vehicles, any media and in sales and marketing activities.

7. Export Controls

State shall not export, or otherwise transmit, directly or indirectly, any Software, Documentation, information, data or other materials received under this Contract except in full compliance with all United States Export Administration regulations and other applicable acts, laws and regulations.

8. Central Site Rights State acknowledges that the Software and Documentation, including, without limitation, any and all updates, modifications, alterations or similar work done by Contractor pursuant to this Contract are only available for use by State pursuant to the terms of this Contract and that nothing done by Contractor is a “Work for Hire” nor does it constitute property of State.

SCHEDULE D PRICING

Cost Table 1. Licensing, Maintenance & Support Cost Detail Licensed Software, Copies and Use

Licensed Software CPI Part # Copies For Use on Workstations Connecting to the Central Site System Designated as:

OpenFox® Message Switch Production

CPI-MSG- 2 MSP LEIN Production System

OpenFox® Message Switch Test

CPI-TEST 1 MSP LEIN Test System

OpenFox® Validations CPI-VAL 1 MSP Production Test System

OpenFox® Hotfiles Production

CPI-HFS 1 MSP LEIN Production System

OpenFox® Hotfiles Test CPI-HFST 1 MSP LEIN Test System

OpenFox® Configurator CPI-CNF 11 MSP LEIN Production and Test System

OpenFox® Operator Aid CPI-OPA 11 MSP LEIN Production and Test System

OpenFox® H/A CPI-HAV 1 MSP LEIN Production System

OpenFox® Archive CPI-ARC 1 MSP LEIN Production System

OpenFox® Archive Clients CPI-AC100 11 MSP LEIN Production System

OpenFox® Validations Client Licenses

CPI-VA100 5 MSP LEIN Production System

Description Cost Base Contract Years January 1, 2021 – December 31, 2021 $146,084.46 January 1, 2022 – December 31, 2022 $153,388.68 January 1, 2023 – December 31, 2023 $161,058.12 January 1, 2024 – December 31, 2024 $169,111.03 January 1, 2025 – December 31, 2025 $177,566.57 Base Years Subtotal $807,208.86 Option Years January 1, 2026 – December 31, 2026 $186,444.90 January 1, 2027 – December 31, 2027 $195,767.15 January 1, 2028 – December 31, 2028 $205,555.50 January 1, 2029 – December 31, 2029 $215,833.28

January 1, 2030 – December 31, 2030 $226,624.95 Option Years Subtotal $1,030,225.78

TOTAL $1,837,434.64 Banked Hours Contractor will reserve and make available to the State ten (10) hours of Programmer Services per month for each month of the Term of the Agreement (“Banked Hours”) is in effect. “Programmer Services” are (1) consultation services, (2) implementation of Free Updates or enhancements to the System as requested by the State, or (3) software development, installation or maintenance of third party hardware or software. The State acknowledges that if the State seeks CPI’s assistance with the software development, installation or maintenance of third party hardware or software, the State is solely relying on the representations and warranties of the third party and not CPI with respect to the third party’s hardware or software. In the event that the Banked Hours for Programmer Services defined above is not used in any month, the unused Banked Hours can be applied to one or more subsequent months with a maximum accrual of Banked Hours being eight (8) months, or a maximum accrual of eighty (80) hours. Cost Table 2. Hourly Rates for Optional Additional Services The hourly rates below shall be firm for the contract’s five base years and five option years.

Role Remote Onsite Project Manager $240.00 $312.50 System Analyst $240.00 $312.50 Software Engineer $240.00 $312.50 Quality Assurance / Quality Control Analyst $240.00 $312.50 Technical Writer $240.00 $312.50 Trainer $240.00 $312.50

Note If Contractor reduces its prices for any of the software or services during the term of this Contract, the State shall have the immediate benefit of such lower prices for new purchases. Contractor shall send notice to the State’s Contract Administrator with the reduced prices within fifteen (15) Business Days of the reduction taking effect. Travel and Expenses The State does not pay for overtime or travel expenses.

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FEDERAL BUREAU OF INVESTIGATION

CRIMINAL JUSTICE INFORMATION SERVICES

SECURITY ADDENDUM

The goal of this document is to augment the CJIS Security Policy to ensure adequate security is provided for criminal justice systems while (1) under the control or management of a private entity or (2) connectivity to FBI CJIS Systems has been provided to a private entity (contractor). Adequate security is defined in Office of Management and Budget Circular A-

The intent of this Security Addendum is to require that the Contractor maintain a security program consistent with federal and state laws, regulations, and standards (including the CJIS Security Policy in effect when the contract is executed), as well as with policies and standards established by the Criminal Justice Information Services (CJIS) Advisory Policy Board (APB).

This Security Addendum identifies the duties and responsibilities with respect to the installation and maintenance of adequate internal controls within the contractual relationship so that the security and integrity of the FBI's information resources are not compromised. The security program shall include consideration of personnel security, site security, system security, and data security, and technical security.

The provisions of this Security Addendum apply to all personnel, systems, networks and support facilities supporting and/or acting on behalf of the government agency.

1.00 Definitions

1.01 Contracting Government Agency (CGA) - the government agency, whether a Criminal Justice Agency or a Noncriminal Justice Agency, which enters into an agreement with a private contractor subject to this Security Addendum.

1.02 Contractor - a private business, organization or individual which has entered into an agreement for the administration of criminal justice with a Criminal Justice Agency or a Noncriminal Justice Agency.

2.00 Responsibilities of the Contracting Government Agency.

2.01 The CGA will ensure that each Contractor employee receives a copy of the Security Addendum and the CJIS Security Policy and executes an acknowledgment of such receipt and the contents of the Security Addendum. The signed acknowledgments shall remain in the possession of the CGA and available for audit purposes. The acknowledgement may be signed by hand or via digital signature (see glossary for definition of digital signature).

3.00 Responsibilities of the Contractor.

3.01 The Contractor will maintain a security program consistent with federal and state laws, regulations, and standards (including the CJIS Security Policy in effect when the contract is executed and all subsequent versions), as well as with policies and standards established by the Criminal Justice Information Services (CJIS) Advisory Policy Board (APB).

4.00 Security Violations.

SCHEDULE ECRIMINAL JUSTICE INFORMATION SERVICES (CJIS) SECURITY ADDENDUM

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4.01 The CGA must report security violations to the CJIS Systems Officer (CSO) and the Director, FBI, along with indications of actions taken by the CGA and Contractor.

4.02 Security violations can justify termination of the appended agreement.

4.03 Upon notification, the FBI reserves the right to:

a. Investigate or decline to investigate any report of unauthorized use;

b. Suspend or terminate access and services, including telecommunications links. The FBI will provide the CSO with timely written notice of the suspension. Access and services will be reinstated only after satisfactory assurances have been provided to the FBI by the CGA and Contractor. Upon termination, the Contractor's records containing CHRI must be deleted or returned to the CGA.

5.00 Audit

5.01 The FBI is authorized to perform a final audit of the Contractor's systems after termination of the Security Addendum.

6.00 Scope and Authority

6.01 This Security Addendum does not confer, grant, or authorize any rights, privileges, or obligations on any persons other than the Contractor, CGA, CJA (where applicable), CSA, and FBI.

6.02 The following documents are incorporated by reference and made part of this agreement: (1) the Security Addendum; (2) the NCIC 2000 Operating Manual; (3) the CJIS Security Policy; and (4) Title 28, Code of Federal Regulations, Part 20. The parties are also subject to applicable federal and state laws and regulations.

6.03 The terms set forth in this document do not constitute the sole understanding by and between the parties hereto; rather they augment the provisions of the CJIS Security Policy to provide a minimum basis for the security of the system and contained information and it is understood that there may be terms and conditions of the appended Agreement which impose more stringent requirements upon the Contractor.

6.04 This Security Addendum may only be modified by the FBI, and may not be modified by the parties to the appended Agreement without the consent of the FBI.

6.05 All notices and correspondence shall be forwarded by First Class mail to:

Information Security Officer

Criminal Justice Information Services Division, FBI

1000 Custer Hollow Road

Clarksburg, West Virginia 26306

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FEDERAL BUREAU OF INVESTIGATION

CRIMINAL JUSTICE INFORMATION SERVICES

SECURITY ADDENDUM

CERTIFICATION

I hereby certify that I am familiar with the contents of (1) the Security Addendum, including its legal authority and purpose; (2) the NCIC Operating Manual; (3) the CJIS Security Policy; and (4) Title 28, Code of Federal Regulations, Part 20, and agree to be bound by their provisions.

I recognize that criminal history record information and related data, by its very nature, is sensitive and has potential for great harm if misused. I acknowledge that access to criminal history record information and related data is therefore limited to the purpose(s) for which a government agency has entered into the contract incorporating this Security Addendum. I understand that misuse of the system by, among other things: accessing it without authorization; accessing it by exceeding authorization; accessing it for an improper purpose; using, disseminating or re-disseminating information received as a result of this contract for a purpose other than that envisioned by the contract, may subject me to administrative and criminal penalties. I understand that accessing the system for an appropriate purpose and then using, disseminating or re-disseminating the information received for another purpose other than execution of the contract also constitutes misuse. I further understand that the occurrence of misuse does not depend upon whether or not I receive additional compensation for such authorized activity. Such exposure for misuse includes, but is not limited to, suspension or loss of employment and prosecution for state and federal crimes.

_______________________________________ _______________

Printed Name/Signature of Contractor Employee Date

______________________________________ _______________

Printed Name/Signature of Contractor Representative Date

______________________________________

Organization and Title of Contractor Representative





Various

Jarrod Barron

[email protected]

Steve Sawatzky



CV0017417

630-754-8820


(517) 249-0406STATE

Pro

gra

m

Manager

Contra

ct

Adm

inistra

tor

CO

NTRACTO

R

DTMB

[email protected]

$2,094,867.30



December 31, 2017


3 - 1 Year





☐ ☐ December 31, 2020


$0.00 $2,094,867.30

Effective 5/22/2020, the parties agree to remove the AIX to VM Linux Conversion project as a predecessor project from section 8 of the Archive v3 Installation statement of work detailed in Contract Change Notice 11. This change will enable the parties to complete the Archive v3 Installation project prior to starting the AIX to VM Linux Conversion project. There is no impact to cost or schedule associated with this change. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency and DTMB procurement approval.


DESCRIPTION

CONTRACT SUMMARY


Program Managersfor








Various

Jarrod Barron

[email protected]

Steve Sawatzky



CV0017417

630-754-8820


(517) 249-0406STATE

Pro

gra

m

Manager

Contra

ct

Adm

inistra

tor

CO

NTRACTO

R

DTMB

[email protected]

$2,025,887.52



December 31, 2017


3 - 1 Year





☐ ☐ December 31, 2020


$68,979.78 $2,094,867.30

Effective 5/4/2020, the parties add the LEIN-CARS system interface services detailed in the attached statement of work, adding $68,979.78 and using $194,420.22 existing funds to cover the $263,400.00 total statement of work value. The parties also agree that the Year Two Maintenance cost will be $18,540.00. The State is not purchasing the Year Two Maintenance at this time, but the State will execute a future contract change notice adding those funds if the State opts to make that that purchase. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency and DTMB procurement approval.


DESCRIPTION

CONTRACT SUMMARY


Program Managersfor




Michigan State Police

Secretary of State (SOS) Web Service Interface for Drivers

Statement of Work

MI-2019-001

SOS Web Service Interface for Drivers SOW MI-2019-001

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Definitions The following are definitions of terms, abbreviations and acronyms used in this document:

Term, Abbreviation or Acronym Definition CPI Computer Projects of Illinois, Inc. DDD Drivers Design Document DMV Department of Motor Vehicles DTMB Michigan Department of Technology, Management and Budget HTTP HyperText Transfer Protocol LEIN Law Enforcement Information Network (Switch) MDOS Michigan Department of State MKE Message Key Transactions MSP (the “State”) Michigan State Police MiDRS Michigan Driver Image Retrieval System NCIC National Crime Information Center NIEM National Information Exchange Model Nlets The International Justice and Public Safety Network ORV Off-Road Vehicle PCL Program Control Log PCR Project Change Request PO Purchase Order or Billing Authority SNAP Statewide Network of Agency Photos SOAP Simple Object Access Protocol SOS Secretary of State SOW Statement of Work UAT User Acceptance Testing WBS Work Breakdown Structure WSDL Web Service Definition Language XML eXtensible Markup Language


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TABLE OF CONTENTS

1 Introduction 5

2 Scope of Work 5 2.1 Drivers Web Service Interface 6

2.1.1 Security Configurations 6 2.2 Driver Queries 6

2.2.1 Driver Queries from In-State Sources to LEIN 6 2.2.2 Driver Queries from Nlets to LEIN 7

2.3 Driver Responses 7 2.3.1 Responses from MDOS to LEIN 7 2.3.2 Responses from MDOS to Nlets 7

2.4 Presentation of Driver Responses 7 2.4.1 Presentation of In-State Responses from MDOS 7 2.4.2 Presentation of Out-of-State Responses from Nlets 7

2.5 Scanline Processing 7 2.5.1 Emergency Contacts 8 2.5.2 MiDRS Processing 9

2.5.2.1 Driver Credential Information 9 2.5.2.2 Driver Historical Information 9

2.5.3 625G Transactions 10 2.5.4 Off-Road Vehicle Driver Processing 10

2.5.4.1 Snowmobiles 10 2.5.4.2 Water Crafts 11 2.5.4.3 Off-Road Vehicles 11

2.6 Testing Strategy 11 2.7 Training Strategy and Knowledge Transfer 11 2.8 Project Exclusions 11

3 Assumptions, Constraints, and Dependencies 11

4 Project Risks 12

5 Work Requirements 13 5.1 CPI Responsibilities 13 5.2 Customer Responsibilities 14

6 Deliverable and Milestone Schedule 15

7 Project Acceptance 16


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7.1 Acceptance Period 16 7.2 Acceptance Criteria 16 7.3 Completion 16 7.4 Rejection 16

8 Period of Performance 16

9 Place of Performance 17

10 Other Requirements 17

11 Primary Contacts 18

12 Pricing and Maintenance 19 12.1 Pricing 19 12.2 Invoicing 19 12.3 Maintenance 19 12.4 Not Work for Hire 20


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Project Title: Secretary of State (SOS) Web Service Interface for Drivers

CPI Project ID/Quote #: MI-2019-001


Date: 04/30/2020


Phone: (517) 284-3046


Phone: (630) 754-8820 x163

1 INTRODUCTION This project was initiated by the Michigan Secretary of State (SOS) Department of Motor Vehicles (DMV) to create a new web service for Drivers transactions to exchange data between Michigan Department of State (MDOS) and the OpenFox¢ Message Switch. LEIN and OpenFox are used

interchangeably in this document to refer to the OpenFox¢ Message Switch. At the conclusion of this project, the Drivers Message Keys specified in this SOW will be considered complete from an Nlets XML perspective and will not be modified by the Nlets XML project.

2 SCOPE OF WORK The primary objective of this project is to replace the legacy drivers text interface between MDOS

and the Law Enforcement Information Network (LEIN) OpenFoxⓇ Message Switch with a web

service interface that transmits data using the Nlets National Information Exchange Model (NIEM) standardized format. The scope of this project includes several other driver-related transactions documented in section 2.5 below. CPI will configure the following OpenFox components:

● Configure the existing SOSWS web service client with additional stations "threads" to communicate with a new MDOS endpoint "https://dsvs.sos.state.mi.us/MMP/WS/NLETS" as described in the WSDL provided by MDOS in section 1 of the Drivers Design Document (DDD)

● Modify configurations and transaction processing rules for the following Message Keys (MKEs) to begin processing in NIEM XML:

○ DQ/DR - Driver Status ○ KQ/KR - Driver History ○ BPE/BPR - 625G Implied Consent ○ ECQ/ECR - Emergency Contact

● Add the following MKEs and transactional processing code to the OpenFox Message Switch:

○ BKQ/BKR - Boat Driver History ○ SKQ/SKR - Snowmobile Driver History ○ OKQ/OKR - Off-Road Vehicle Driver History

● Configure new in-state presentation stylesheets as specified in the DDD for Driver related transactions from MDOS (and not from Nlets) (DR, KR, ECR, DCR, DHR, BKR, SKR, OKR) to in-state destinations only

https://dsvs.sos.state.mi.us/MMP/WS/NLETS


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● Configure routing rules to deliver DR and KR transaction payloads from MDOS to Nlets as-is, unmodified, unedited, and unvalidated

● Create a new file route, and new station(s) to support the driver’s web service interface ● Code changes to the OpenFox Message Switch to support the new headers, trailers and

message formats ● CPI will configure the SOSWS web service and transactions to allow LEIN users to retrieve

Michigan Drivers Image Retrieval System (MiDRS) driver hardcard information from MDOS

○ DCQ/DCR - Driver Status Query/Response for hardcard information ○ DHQ/DHR - Driver Status History Query/Response for hardcard information ○ In-state presentation stylesheets will be created for DCR and DHR transactions as

specified in sections 12 and 14 of the DDD

2.1 Drivers Web Service Interface

CPI will utilize the existing SOAP synchronous web service client “SOSWS” currently configured in the LEIN Message Switch. This interface is currently processing vehicle transactions between MDOS and LEIN in production. CPI will expand functionality to allow the SOSWS web service to begin processing drivers transactions.

The web service will use the existing station class “SOSWS”. CPI will configure a new set of rotor stations to handle drivers transactions utilizing the Driver WSDL provided by MDOS. The rotor stations each represent a concurrent thread of the operation to allow multiple, concurrent paths between LEIN and MDOS. The number of rotor stations configured is variable and may be expanded as an enhancement request.

The new SOS web service interface will be configured to route to file route 39 which is currently unused in the system.

2.1.1 Security Configurations

The security configuration used in the existing SOS web service i.e. TLS 1.2 with client credentials sent in the HTTP header using Basic Authorization, will be re-used as-is and without modification in this project.

2.2 Driver Queries

2.2.1 Driver Queries from In-State Sources to LEIN

Queries from in-state sources will be sent to LEIN in legacy text format. LEIN will interrogate the data stream, apply the output stylesheet to transform the query to Nlets NIEM XML format encapsulated within the “LEINMessage” XML envelope, and queue the message to the SOSWS web service.


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2.2.2 Driver Queries from Nlets to LEIN

LEIN will receive out-of-state driver queries from Nlets in NIEM format. LEIN will reformat the query to MDOS specifications, as documented in the DDD, and queue the message to the SOSWS web service.

2.3 Driver Responses

2.3.1 Responses from MDOS to LEIN

MDOS will format all responses in Nlets compliant NIEM XML before being forwarded to the OpenFox Message Switch.

2.3.2 Responses from MDOS to Nlets

CPI will apply the appropriate response message header and trailer for delivery to Nlets, however, the response payload from MDOS will be forwarded to Nlets as-is, unmodified, unedited, and unvalidated.

2.4 Presentation of Driver Responses

2.4.1 Presentation of In-State Responses from MDOS

CPI will change the formats and data exchanges for Driver responses from MDOS to in-state destinations (i.e. DR, KR, ECR, DCR, DHR, BKR, SKR, OKR) to include labels for all field values and additional data elements for presentation to in-state connected devices. CPI will configure the Driver Status (DR) presentation response and Driver History (KR) presentation responses per section 4 and 7 of the DDD.

2.4.2 Presentation of Out-of-State Responses from Nlets

Driver Status (DR) and Driver History (KR) responses from NLETS received in NLETS XML format, will be reformatted into presentation text format for return to the originating station. NLETS responses will be reformatted into formats similar to MDOS text responses as described in section 2.4.1 above.

An exception to this formatting will be responses from states which are not NLETS XML states and are still returning text formats. NLETS wraps those formats in XML and returns to the inquiring state with the text encapsulated in CDATA blocks. In those cases, the text will be delivered to the in-state destination as received from NLETS, without modification, other than being wrapped in a CJISMessage structure.

2.5 Scanline Processing

MSP is consolidating drivers scanline processing codes to MDOS, as a part of this project. CPI will configure the transactional processing code to reduce the number of “47:” driver scanline


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codes from 19 to ten (10), as displayed in the table below. If a “47:” driver scanline code is entered that does match one of the scanline codes shown in the table below, LEIN will reject the transaction and send an error to the end user.

Scanline Code Message Key Definition Presentation Format

47:35 DQ Current Driver Status Section 4 of the DDD

47:35/SOSONLY DQ Current Driver Status - No LEIN Search

Section 4 of the DDD

47:42 KQ Complete Driving History Section 7 of the DDD

47:42C KQ Certified Driver History Section 7 of the DDD

47:42C/SOSONLY KQ Certified Complete Driving History Record - No LEIN search


47:49 DQ Partial Name Search Section 8 of the DDD

47:28 SKQ Snowmobile status/history Section 20 of the DDD

47:27 BKQ Watercraft status/history Section 21 of the DDD

47:29 OKQ Off-Road Vehicle (OVR) status/history


47:EC ECQ Emergency Contact Query Existing legacy presentation format

2.5.1 Emergency Contacts

CPI will configure the ECQ transaction to query a driver based on the following options:

● Name and Date of Birth, or ● Driver’s License Number

When LEIN receives an ECQ transaction, LEIN will route the transaction to MDOS in the XML format specified in section 9 of the DDD. When LEIN receives an ECR transaction from MDOS in the XML format specified in section 10 of the DDD, LEIN will apply the appropriate input and presentation stylesheets and forward the response back to the originating station in legacy text.


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The ECR transaction contains the driver’s emergency contact information. CPI will use the existing emergency contact presentation stylesheet, currently configured for the ECIR transaction.

LEIN will limit access to the ECQ transactions by checking the user profile to verify the user is authorized for the ECQ transaction.

Sample XML for the ECQ and ECR transaction are found in Sections 9 and 10 of the DDD.

2.5.2 MiDRS Processing

CPI will add transactional processing rules to LEIN for the processing of the DCQ/DCR and DHQ/DHR transactions.

Sample XML and presentation formats are found in Sections 11 through 16 of the DDD.

2.5.2.1 Driver Credential Information

CPI will configure the DCQ transaction to query the current driver hardcard information based on the following options:


When LEIN receives a DCQ transaction, LEIN will route the transaction to MDOS in the XML format specified in section 11 of the DDD. When LEIN receives a DCR transaction from MDOS in the XML format specified in section 12 of the DDD, LEIN will apply the appropriate input and presentation stylesheets and forward the response back to the originating station in legacy text format. The DCR transaction contains the current driver hardcard information, current driver license photo, and endorsement image, if available.

2.5.2.2 Driver Historical Information

CPI will configure the DHQ transaction to query the historical driver hardcard information, based on the following options:


When LEIN receives a DHQ transaction, LEIN will route the transaction to MDOS in the XML format specified in section 13 of the DDD. When LEIN receives a DHR transaction from MDOS in the XML format specified in section 14 of the DDD, LEIN will apply the appropriate input and presentation stylesheets and forward the response back to the originating station in legacy text format. The DHR transaction contains the driver’s historical hardcard information, including up to the last five (5) driver license photos and up to the last five (5) endorsement images, if available.


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2.5.3 625G Transactions

CPI will implement transactional processing rules that will enable BPE and BPR transactions between the MSP’s Breath Database and MDOS. When LEIN receives a BPE transaction from the Breath Database, LEIN will route the BPE translation to MDOS in the XML format specified in section 18 of the DDD. When LEIN receives the BPR transaction from MDOS in the XML format specified in section 19 of the DDD, LEIN will forward the information back to the Breath Database in the XML format as-is, unmodified, unedited, and unvalidated.

Sample XML formats are found in Section 18 and 19 of the DDD.

2.5.4 Off-Road Vehicle Driver Processing

Currently, Michigan tracks off-road vehicle drivers history for all off-road vehicle types (snowmobile, watercraft, and off-road vehicle) as one record type. Due to legislative changes in the State, all off-road vehicle driving records must be identified independently of each other. CPI will add six (6) new message keys to track snowmobile (SKQ/SKR), watercraft (BKQ/BKR), and off-road vehicle (OKQ/OKR) driver histories separately.

All query transactions will use the KQ schema found in Section 5 of the DDD. All response transactions will use the KR schema found in section 6 of the DDD.

Presentation formats for all Off-Road Vehicles are found in section 20 through 22 of the DDD.

2.5.4.1 Snowmobiles

CPI will implement transactional processing rules that will enable processing of the SKQ and SKR transactions. When LEIN receives an SKQ transaction, LEIN will route the transaction to MDOS in the XML format specified in section 5 of the DDD. When LEIN receives a SKR transaction containing the individual’s snowmobile driving history from MDOS in the XML format specified in section 6 of the DDD, LEIN will apply the appropriate input and presentation stylesheets, as specified in section 20 of the DDD, and forward the response back to the originating station in legacy text format.

2.5.4.2 Water Crafts

CPI will implement transactional processing rules that will enable processing of the BKQ and BKR transactions. When LEIN receives a BKQ transaction, LEIN will route the transaction to MDOS in the XML format specified in section 5 of the DDD. When LEIN receives a BKR transaction containing the individual’s watercraft driving history from MDOS in the XML format specified in section 6 of the DDD, LEIN will apply the appropriate input and presentation stylesheets, as specified in section 21 of the DDD, and forward the response back to the originating station in legacy text format.


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2.5.4.3 Off-Road Vehicles

CPI will implement transactional processing rules that will enable processing of the OKQ and OKR transactions. When LEIN receives a OKQ transaction, LEIN will route the transaction to MDOS in the XML format specified in section 5 of the DDD. When LEIN receives a OKR transaction containing the individual’s off-road vehicle driving history from MDOS in the XML format specified in section 6 of the DDD, LEIN will apply the appropriate input and presentation stylesheets, as specified in section 22 of the DDD, and forward the response back to the originating station in legacy text format.

2.6 Testing Strategy

The State will develop a high-level test plan to ensure the system functions in accordance with the SOW. The State is responsible for testing and approving the final product prior to production implementation.

2.7 Training Strategy and Knowledge Transfer

CPI-provided training is not included.

2.8 Project Exclusions

The following are outside the scope of the project and are not covered by this SOW:

● Changes to EDL/WHTI processing ● Hardware or third-party software purchases or upgrades ● CPI-provided training ● DNQ/DNR Processing ● Any changes to the interface between LEIN and SNAP (Statewide Network of Agency Photos)

except as described in this SOW for DR and KR ● Any consulting services or in-state configuration work necessary to assist third-party

vendors with consuming MDOS images ● Any changes to image processing in the LEIN switch, such as changing the format of

image messages to third-party recipients ● Development, configuration, or modification to other photo sharing MKE’s or processing ● Any alteration or modification of the existing emergency contact stylesheets ● Any other changes not explicitly included within this SOW

3 ASSUMPTIONS, CONSTRAINTS, AND DEPENDENCIES This SOW is based upon the requirements and information supplied by the State through documentation and information exchanges with CPI. Changes in project scope or assumptions after this SOW is approved and a purchase order issued may result in additional cost or schedule impacts. The following assumptions were made when preparing this SOW:


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● CPI will have necessary access to all needed databases, interfaces and the OpenFox® Message Switch resources via Virtual Private Network (VPN) or other external validation techniques as provided by the State.

● CPI and the State will coordinate the testing effort of all interfaces and timing of go-live. ● Resources will be brought in and out of the project as needed, according to the project

staffing plan and at the direction of the resource managers. ● All configuration, and testing work is performed during normal CPI business hours (8:30

am – 5:00 pm CT, Monday – Friday) using standard CPI configuration methodologies, unless otherwise stipulated.

● CPI configuration for this project will be placed onto the OpenFox LEIN TEST server prior to the State beginning User Acceptance Testing (UAT).

● Any required changes to existing non-CPI, State System Certified Client Software, user agency interface, and/or mobile vendor software is the responsibility of the State and the third-party vendor to identify, coordinate, and implement.

● CPI will use the existing SOSWS interface without modification. No additional security certificate work is needed.

● The interface client credentials will not change from the current configurations for the SOSWS web service currently live on LEIN production.

● CPI will configure the DCQ and DHQ message keys as documented above in section 2.5.2. MSP will build their forms to comply with these configured keys. MSP agrees the key configurations will serve as the basis for the form development and that the key query parameters documented in section 2.5.2 are complete and correct.

● Images transmitted over web services will be inline and Base64 encoded. ● MDOS will encode images in the same resolution constraints and JPEG encoding format as

is currently delivered from SNAP. ● DR and KR responses from MDOS will include images such that OpenFox will no longer

have to query SNAP separately in order to glue the images to the MDOS responses as is done now.

● DR and KR responses from MDOS will include at most a single image and not a list of images.

● The consolidation of 47: scanline codes (as documented in section “2.5 Scanline Processing'') requires that downstream user software no longer transmit deprecated codes or they will receive a reject message from OpenFox. CPI will not delay completion of the project based upon end user devices not being modified, and rejecting deprecated codes from end user devices is consistent with the goals of the project and is not cause for delay of the project, modification of the processing rules, or the valid subject of technical support tickets.

4 PROJECT RISKS The State acknowledges and understands that there are inherent risks arising from the utilization of the deliverables as specified by the State and provided by CPI pursuant to this SOW. Potential risks to the outcome or performance of the project include the following:


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● Additional costs or schedule impacts will be incurred if the State or third-party resources are unavailable for coordinated testing and approval of the deliverables.

● If this project is paused or delayed for any cause or reason not attributable to the acts of CPI for a duration exceeding thirty (30) consecutive calendar days, a Project Change Request (PCR) is required to resume the project and may result in additional cost and/or billable maintenance hours.

● If it is determined during testing that this project impacts downstream systems not identified within this scope of work causing rework of deployed code, then a PCR is required to document the impact to the project and may result in additional cost and/or billable maintenance hours.

● If it is determined during testing that processing rules not identified within this scope of work causes rework of deployed code, then a PCR is required to document the impact to the project and may result in additional cost and/or billable maintenance hours.

● If response formats, query formats, or presentation formats for any and all transactions listed in this SOW substantially deviates from those in the DDD, at CPI’s sole discretion, then schedule and cost will be impacted

● Images may not be consumable by third-party vendors in the state without additional OpenFox configuration beyond the scope of this SOW. A separate future project may be required to perform any in-state configuration work necessary to assist third party vendors with consuming the images.

● Images may not work properly with state distribution lists if there are more than one type of XML stations within the distribution list. A separate project may be quoted to support mixed XML vendors within distribution lists.

● Images may not display properly if traffic to or from an image-capable station is monitored, copied, or routed to a station of a different class.

● DCQ and DHQ forms will respect query parameters as stated in section 2.5.2. In the event that query parameters deviate from those listed in section 2.5.2, then a PCR is needed.

5 WORK REQUIREMENTS

5.1 CPI Responsibilities

CPI will perform the following tasks and responsibilities to successfully implement the solution:

● Project Management: ○ Coordinate with the State including routine project status meetings and information

exchange ○ Maintain Program Control Log (PCL) ○ Present written and/or verbal status at weekly technical meeting

● Planning: ○ Create project management plan including Work Breakdown Structure (WBS),

project schedule, implementation plan, resource plan, and transition plan ○ Present detailed project plan(s) to the State for review and approval ○ Conduct a project kickoff meeting

● Discovery and Design:


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○ Work with the State to gather requirements ○ Document interfaces, configuration, and systems design based on collected

requirements ● Configuration and Testing:

○ Complete all interfaces, configuration, and coding for implementation of the system ○ Test the interfaces and components to ensure the system is working as designed ○ Resolve any configuration and coding issues identified during testing ○ Compile a testing report to present to the State for review/approval

● Implementation and Cutover: ○ Support the State User Acceptance Testing ○ Implement the SOS Web Service Interface for Drivers upon acceptance by the

State ● Project Transition and Closure:

○ Provide the State with all documentation in accordance with the approved transition plan

○ Present final Deliverable Acceptance Form(s) to the State for review and approval ○ Present invoices for milestone payment(s) as defined in section 12.2

5.2 Customer Responsibilities

In order to implement the solution, the State will provide the following:

● Project oversight to include a point of contact ● Coordinate required communications with Nlets, other state departments, and/or third-

party vendors ● Provide resources in a reasonably timely manner for discovery and testing as required for

this project ● Develop a User Acceptance Test Plan and complete UAT testing within thirty (30) calendar

days of delivery of the requested changes ● Final approval to move to Production (PROD) ● Provide documentation on all ‘codes’ used in the Driver responses, including a complete

list of code values, literal translations and any cross-code dependencies, if any ● Provide test records to verify all scope functionality ● Provide documentation and identify any caveats required by MDOS for driver responses,

including any dependencies ● Ensure all responses from MDOS are formatted in Nlets compliant NIEM XML before

being forwarded to the OpenFox Message Switch ● Ensure all end user agencies are notified of the MDOS 47: scanline consolidation

consequences which will cause message rejects of transaction using deprecated codes after this project goes live and which will not be remediated by changes to OpenFox

● Enforce that end users and MDOS adhere to the transaction formats as specified in the DDD

● Add ECQ transaction to the appropriate user profiles to allow user to obtain emergency contact information as described in section 2.5.1

● Receive Nlets NIEM verification prior to the production go-live of this project


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● Configuring stations as image or non-image capable as is currently the case

6 DELIVERABLE AND MILESTONE SCHEDULE The initial deliverables and milestones for the project are identified in the table below. Actual deliverable dates will be determined once the SOW is executed and the Purchase Order (PO) is received from the State:

Deliverable Name Description of Product or Service Schedule Date

Milestone / Deliverable

Statement of Work Accepted

Agreed-on Project Scope Within ninety (90) calendar days from the date of delivery to the State

Milestone

Purchase Order Received

Valid Authorization to Bill, PO, or PSA received

Upon acceptance of the SOW

Milestone

Project Prerequisites Complete

See conditions specified in section 8

Upon acceptance of the SOW

Milestone

Project Plan and Timeline Approved

Formal, approved document used to define the approach to be used by the project team to deliver the project

Within three (3) weeks after meeting the conditions specified in section 8

Written Deliverable

Project Start Confirmed start date of project

Per approved project plan and timeline

Milestone

Discovery and Design Complete

Detailed document that describes all data, architectural, interface, configuration, and component-level design for the product or service


Written Deliverable

Configuration and Testing Complete

Testing Plan Verified Per approved project plan and timeline

Milestone

Validation and User Acceptance Testing Complete

Testing performed by the State to validate the functionality in accordance with the approved specification and established acceptance criteria

Within thirty (30) calendar days after Configuration and Testing Complete

Milestone

Implementation and Cutover Complete

Approval to move to PROD received from the State

Within ten (10) business days after Validation and User Acceptance Testing Complete

Payment Milestone

Project Transition and Closure Complete

Project closeout activities completed

Within thirty (30) calendar days after Implementation and Cutover Complete

Administrative Closure


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7 PROJECT ACCEPTANCE

7.1 Acceptance Period

The State will have thirty (30) calendar days following the date of delivery to UAT to validate the functionality in accordance with the approved specification and established acceptance criteria.

7.2 Acceptance Criteria

The State will develop a test plan to ensure the system is functioning as specified. Successful UAT will consist of the following:

● Verify installation of the web service including the associated IP addresses, firewall changes, encryption certificates and communication driver, including publication of the URL

● Verify configurations for the web service ● Verify message key routing configurations ● Verify data exchange via the web service ● Verify representative message keys for affected in-state and out-of-state drivers

transactions, including MiDRS, Emergency Contact, 625G, and Off-Road Vehicle transactions

● Verify error response from SOS to LEIN ● Data exchange for driver queries and responses are approved by Nlets

7.3 Completion

Each deliverable created under this SOW will be delivered to the State with a Deliverable Acceptance Form. This form will describe the deliverable and provide the State Project Manager ten (10) business days to accept or reject the deliverable. If CPI delivers the products and/or services in accordance with the approved Specifications, then CPI will be deemed to have completed its delivery obligations.

7.4 Rejection

If CPI fails to deliver the products and/or services in accordance with the Specifications, the State shall detail in writing the reason for rejection. CPI will correct any non-conformities identified by the State pursuant to this SOW within five (5) business days or in a mutually agreed upon time frame. Upon delivery of the corrected product and/or services, the process of the thirty (30) day acceptance testing will resume.

8 PERIOD OF PERFORMANCE A project start date will be determined when all of the following conditions are met:

1) this SOW is agreed to and accepted by all parties;


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2) appropriate billing authority is received from the State, such as a Purchase Order; 3) all required predecessor projects are complete; 4) receipt of signed PCR putting MI-2017-001 Nlets XML project on hold until after the

completion of this project; 5) CPI and the State resources are assigned and ready to start the work; and 6) security clearances for CPI personnel are received, if applicable.

CPI estimates the time to design, configure, test, and implement all the components detailed in this document will be completed within nine (9) months from the confirmed start date of the project. Actual timelines may be affected by the results of the discovery process or other factors outside the control of CPI.

9 PLACE OF PERFORMANCE CPI will perform all OpenFox® configuration and installation items remotely from the CPI facility in Bolingbrook, Illinois.

10 OTHER REQUIREMENTS No additional requirements have been identified.


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11 PRIMARY CONTACTS The following personnel shall provide management oversight for the project and serve as the primary points of contact for day-to-day communication for their respective organizations:


Kevin Collins LEIN Manager Phone: (517) 284-3046 Email: [email protected]

Computer Projects of Illinois, Inc. (CPI)

Nick Sinon Project Manager 400 Quadrangle Drive, Suite F Bolingbrook, IL 60440 Phone: (630) 754-8820 x163 Email: [email protected]

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




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12 PRICING AND MAINTENANCE

12.1 Pricing

The following table presents the pricing associated with the tasks for this SOW. This project is quoted as Fixed Price and is inclusive of all products and services as defined within the scope of this SOW. Any deviation from this project scope or changes to approved deliverables will be subject to the CPI Project Change Request (PCR) process and presented to all parties for approval. Changes or amendment(s) to this SOW may impact the project cost and/or schedule.

The work associated with this SOW is assigned CPI Quote number: MI-2019-001.

Pricing is valid for 90 days from the date of CPI Signature of Acceptance on page 2

Item Description Qty Unit Price Total

Annual Maintenance (Year Two)

1 Message Switch Configuration Changes 1 $76,800.00 $76,800.00 $7,680.00

2 Interface Configuration Changes 1 $108,600.00 $108,600.00 $10,860.00

3 Implementation Services 1 $78,000.00 $78,000.00 N/A

Total $263,400.00 $18,540.00

12.2 Invoicing

The State will be invoiced $223,890.00 upon completion of UAT, in accordance with Section 7. The State will be invoiced for the remaining balance of $39,510.00 upon successful cutover to production in accordance with Section 7.3.

12.3 Maintenance

Maintenance for all CPI products and software is included until the next anniversary date of the CPI OpenFox® Message Switching System Support and Maintenance Agreement. Maintenance charges in the amount of $18,540.00 USD for the above quoted products and services will be added to the current system maintenance and support amount on the renewal date which is subject to a five percent (5%) escalation.


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12.4 Not Work for Hire

The State acknowledges and agrees that:

12.4.1 CPI previously designed and developed an interface for use with its proprietary CPI Intellectual Property, in which it shall retain exclusive right, title and interest (“CPI Proprietary Interface”)

12.4.2 The only deliverables to be provided by CPI pursuant to this Michigan State Police Secretary of State (SOS) Web Service Interface for Drivers Statement of Work MI-2019-001 consist of customized WSDLs and certain related stylesheets to be used by the MSP and SOS in connection with the CPI Proprietary Interface (“Interface Deliverables”)

12.4.3 Consistent with Subsections 12.4.1 and 12.4.2, the State shall only be entitled to ownership of the Interface Deliverables, which shall be considered a Work for Hire.

SOS Drivers Web Service Interface Design Document

MI-2019-001

Page 1 of 39


Secretary of State (SOS)

Web Service Interface for Drivers

Design Document

MI-2019-001


MI-2019-001

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Table of Contents 1. Drivers Web Services Definition Language (WSDL) ........................................................................................... 3 2. DQ XML Sample .................................................................................................................................................. 7

3. DR XML SAMPLE .............................................................................................................................................. 8 4. DR Presentation Format ...................................................................................................................................... 10

5. KQ XML Sample ................................................................................................................................................ 11 6. KR XML Sample ................................................................................................................................................ 12

7. KR Response Format .......................................................................................................................................... 17 8. DR/KR List Response Format ............................................................................................................................ 25

9. ECQ XML Sample .............................................................................................................................................. 26 10. ECR XML Sample ......................................................................................................................................... 27

11. DCQ XML Sample ......................................................................................................................................... 28 12. DCR XML Sample ......................................................................................................................................... 29

13. DHQ XML Sample ......................................................................................................................................... 30 14. DHR XML Sample ......................................................................................................................................... 32

15. DCR Response Format ................................................................................................................................... 32 16. DHR Response Format ................................................................................................................................... 33

17. MiDRS List Response Format ........................................................................................................................ 34 18. BPE Sample XML .......................................................................................................................................... 35

19. BPR Sample XML .......................................................................................................................................... 36 20. SKR Presentation Format ............................................................................................................................... 37

21. BKR Presentation Format ............................................................................................................................... 38 22. OKR Presentation Format .............................................................................................................................. 39


MI-2019-001

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1. Drivers Web Services Definition Language (WSDL) 1 <wsdl:definitions xmlns:wsdl="http://schemas.xmlsoap.org/wsdl/" xmlns:wsam="

http://www.w3.org/2007/05/addressing/metadata" xmlns:wsx=" http://schemas.xmlsoap.org/ws/2004/09/mex" xmlns:wsap=" http://schemas.xmlsoap.org/ws/2004/08/addressing/policy" xmlns:msc=" http://schemas.microsoft.com/ws/2005/12/wsdl/contract" xmlns:wsp="http://www.w3.org/ns/ws-policy " xmlns:xsd="http://www.w3.org/2001/XMLSchema" xmlns:soap="http://schemas.xmlsoap.org/wsdl/soap/ " xmlns:wsu="http://docs.oasis-open.org/wss/2004/01/oasis-200401-wss-wssecurity-utility-1.0.xsd" xmlns:soap12="http://schemas.xmlsoap.org/wsdl/soap12/" xmlns:soapenc=" http://schemas.xmlsoap.org/soap/encoding/" xmlns:tns="http://www.michigan.gov/CARS/WebService/" xmlns:wsa10="http://www.w3.org/2005/08/addressing" xmlns:wsaw=" http://www.w3.org/2006/05/addressing/wsdl" xmlns:wsa=" http://schemas.xmlsoap.org/ws/2004/08/addressing" name="NLETS" targetNamespace=" http://www.michigan.gov/CARS/WebService/">

2 <wsdl:types> 3 <xs:schema xmlns:xs="http://www.w3.org/2001/XMLSchema"

elementFormDefault="qualified" targetNamespace="http://www.michigan.gov/CARS/WebService/">

4 <xs:element name="LEINService"> 5

<xs:complexType> 6

<xs:sequence> 7 <xs:element minOccurs="0" maxOccurs="1" name="LEINMessage"

type= "xs:string"/> 8

</xs:sequence> 9

</xs:complexType> 10 </xs:element> 11 <xs:element name="LEINServiceResponse"> 12 <xs:complexType> 13 <xs:sequence> 14 <xs:element minOccurs="0" maxOccurs="1" name="LEINServiceResult"

type= "xs:string"/> 15 </xs:sequence> 16 </xs:complexType> 17 </xs:element> 18 <xs:element name="Ping"> 19 <xs:complexType> 20 <xs:sequence> 21 <xs:element minOccurs="0" maxOccurs="1" name="PingMessage"

type= "xs:string"/> 22 </xs:sequence> 23 </xs:complexType> 24 </xs:element> 25 <xs:element name="PingResponse"> 26 <xs:complexType> 27 <xs:sequence> 28 <xs:element minOccurs="0" maxOccurs="1" name="PingMessage"

type= "xs:string"/> 29 </xs:sequence> 30 </xs:complexType> 31 </xs:element> 32 </xs:schema>

http://schemas.xmlsoap.org/wsdl/

http://www.w3.org/2007/05/addressing/metadata

http://schemas.xmlsoap.org/ws/2004/09/mex

http://schemas.xmlsoap.org/ws/2004/08/addressing/policy

http://schemas.microsoft.com/ws/2005/12/wsdl/contract

http://www.w3.org/ns/ws-policy

http://www.w3.org/ns/ws-policy

http://www.w3.org/2001/XMLSchema

http://schemas.xmlsoap.org/wsdl/soap/

http://docs.oasis-open.org/wss/2004/01/oasis-200401-wss-wssecurity-utility-1.0.xsd

http://docs.oasis-open.org/wss/2004/01/oasis-200401-wss-wssecurity-utility-1.0.xsd

http://schemas.xmlsoap.org/wsdl/soap12/

http://schemas.xmlsoap.org/soap/encoding/

http://www.michigan.gov/CARS/WebService/

http://www.w3.org/2005/08/addressing

http://www.w3.org/2006/05/addressing/wsdl

http://schemas.xmlsoap.org/ws/2004/08/addressing





MI-2019-001

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33 <xs:schema xmlns:xs="http://www.w3.org/2001/XMLSchema" xmlns:tns=" http://schemas.microsoft.com/2003/10/Serialization/" attributeFormDefault="qualified" elementFormDefault="qualified" targetNamespace=" http://schemas.microsoft.com/2003/10/Serialization/">

34 <xs:element name="anyType" nillable="true" type="xs:anyType"/> 35 <xs:element name="anyURI" nillable="true" type="xs:anyURI"/> 36 <xs:element name="base64Binary" nillable="true" type="xs:base64Binary"/> 37 <xs:element name="boolean" nillable="true" type="xs:boolean"/> 38 <xs:element name="byte" nillable="true" type="xs:byte"/> 39 <xs:element name="dateTime" nillable="true" type="xs:dateTime"/> 40 <xs:element name="decimal" nillable="true" type="xs:decimal"/> 41 <xs:element name="double" nillable="true" type="xs:double"/> 42 <xs:element name="float" nillable="true" type="xs:float"/> 43 <xs:element name="int" nillable="true" type="xs:int"/> 44 <xs:element name="long" nillable="true" type="xs:long"/> 45 <xs:element name="QName" nillable="true" type="xs:QName"/> 46 <xs:element name="short" nillable="true" type="xs:short"/>

47 <xs:element name="string" nillable="true" type="xs:string"/> 48 <xs:element name="unsignedByte" nillable="true" type="xs:unsignedByte"/> 49 <xs:element name="unsignedInt" nillable="true" type="xs:unsignedInt"/> 50 <xs:element name="unsignedLong" nillable="true" type="xs:unsignedLong"/> 51 <xs:element name="unsignedShort" nillable="true" type="xs:unsignedShort"/> 52 <xs:element name="char" nillable="true" type="tns:char"/> 53 <xs:simpleType name="char"> 54 <xs:restriction base="xs:int"/> 55 </xs:simpleType> 56 <xs:element name="duration" nillable="true" type="tns:duration"/> 57 <xs:simpleType name="duration"> 58 <xs:restriction base="xs:duration"> 59 <xs:pattern value="\-?P(\d*D)?(T(\d*H)?(\d*M)?(\d*(\.\d*)?S)?)?"/> 60 <xs:minInclusive value="-P10675199DT2H48M5.4775808S"/> 61 <xs:maxInclusive value="P10675199DT2H48M5.4775807S"/> 62 </xs:restriction> 63 </xs:simpleType> 64 <xs:element name="guid" nillable="true" type="tns:guid"/> 65 <xs:simpleType name="guid"> 66 <xs:restriction base="xs:string"> 67 <xs:pattern value=

"[\da-fA-F]{8}-[\da-fA-F]{4}-[\da-fA-F]{4}-[\da-fA-F]{4}-[\da-fA-F]{12}"/> 68 </xs:restriction> 69 </xs:simpleType> 70 <xs:attribute name="FactoryType" type="xs:QName"/> 71 <xs:attribute name="Id" type="xs:ID"/> 72 <xs:attribute name="Ref" type="xs:IDREF"/> 73 </xs:schema> 74 <xs:schema xmlns:xs="http://www.w3.org/2001/XMLSchema" xmlns:tns="

http://schemas.datacontract.org/2004/07/MM.MM_ngNlt" elementFormDefault="qualified" targetNamespace="http://schemas.datacontract.org/2004/07/MM.MM_ngNlt">

75 <xs:complexType name="GenericFault"> 76 <xs:sequence> 77 <xs:element minOccurs="0" name="Message" nillable="true" type="xs:string"/> 78 </xs:sequence> 79 </xs:complexType> 80 <xs:element name="GenericFault" nillable="true" type="tns:GenericFault"/> 81 </xs:schema>


http://schemas.microsoft.com/2003/10/Serialization/

http://schemas.microsoft.com/2003/10/Serialization/


http://schemas.datacontract.org/2004/07/MM.MM_ngNlt



MI-2019-001

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82 <xs:schema xmlns:xs="http://www.w3.org/2001/XMLSchema" xmlns:tns=" http://www.michigan.gov/CARS/WebService" elementFormDefault="qualified" targetNamespace= "http://www.michigan.gov/CARS/WebService">

83 <xs:element xmlns:q1="http://schemas.datacontract.org/2004/07/MM.MM_ngNlt" name= "GenericFault" nillable="true" type="q1:GenericFault"/>

84 </xs:schema> 85 </wsdl:types> 86 <wsdl:message name="NLETS_LEINService_InputMessage"> 87 <wsdl:part name="parameters" element="tns:LEINService"/> 88 </wsdl:message> 89 <wsdl:message name="NLETS_LEINService_OutputMessage"> 90 <wsdl:part name="parameters" element="tns:LEINServiceResponse"/> 91 </wsdl:message> 92 <wsdl:message name="NLETS_LEINService_GenericFault_FaultMessage"> 93 <wsdl:part xmlns:q2="http://www.michigan.gov/CARS/WebService" name="detail"

element= "q2:GenericFault"/> 94 </wsdl:message> 95 <wsdl:message name="NLETS_Ping_InputMessage"> 96 <wsdl:part name="parameters" element="tns:Ping"/> 97 </wsdl:message> 98 <wsdl:message name="NLETS_Ping_OutputMessage"> 99 <wsdl:part name="parameters" element="tns:PingResponse"/>

100 </wsdl:message>

101 <wsdl:portType name="NLETS"> 102 <wsdl:documentation>Service that allows for standard NLETS driver related inquires.

</wsdl:documentation>

103 <wsdl:operation name="LEINService"> 104 <wsdl:documentation> 105 <summary>Service to submit a driver message.</summary> 106 </wsdl:documentation> 107 <wsdl:input wsam:Action="http://www.michigan.gov/CARS/WebService/"

message= "tns:NLETS_LEINService_InputMessage"/> 108 <wsdl:output wsam:Action="

http://www.michigan.gov/CARS/WebService/NLETS/LEINServiceResponse" message= "tns:NLETS_LEINService_OutputMessage"/>

109 <wsdl:fault wsam:Action="http://www.michigan.gov/CARS/WebService/NLETS/GenericFault" name="GenericFault" message="tns:NLETS_LEINService_GenericFault_FaultMessage"/>

110 </wsdl:operation> 111 <wsdl:operation name="Ping"> 112 <wsdl:documentation> 113 <summary>Service to test connectivity.</summary> 114 </wsdl:documentation> 115 <wsdl:input

wsam:Action="http://www.michigan.gov/CARS/WebService/NLETS/Diagnostic" message="tns:NLETS_Ping_InputMessage"/>

116 <wsdl:output wsam:Action="http://www.michigan.gov/CARS/WebService/NLETS/PingResponse

" message="tns:NLETS_Ping_OutputMessage"/>

117 </wsdl:operation> 118 </wsdl:portType> 119 <wsdl:binding name="BasicHttpBinding_NLETS" type="tns:NLETS"> 120 <soap:binding transport="http://schemas.xmlsoap.org/soap/http"/> 121 <wsdl:operation name="LEINService">


http://www.michigan.gov/CARS/WebService





http://www.michigan.gov/CARS/WebService/NLETS/LEINServiceResponse

http://www.michigan.gov/CARS/WebService/NLETS/GenericFault

http://www.michigan.gov/CARS/WebService/NLETS/Diagnostic

http://www.michigan.gov/CARS/WebService/NLETS/PingResponse

http://schemas.xmlsoap.org/soap/http


MI-2019-001

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122 <soap:operation soapAction="http://www.michigan.gov/CARS/WebService/" style= "document"/>

123 <wsdl:input> 124 <soap:body use="literal"/> 125 </wsdl:input> 126 <wsdl:output> 127 <soap:body use="literal"/> 128 </wsdl:output> 129 <wsdl:fault name="GenericFault"> 130 <soap:fault use="literal" name="GenericFault" namespace=""/> 131 </wsdl:fault> 132 </wsdl:operation> 133 <wsdl:operation name="Ping"> 134 <soap:operation soapAction=

"http://www.michigan.gov/CARS/WebService/NLETS/Diagnostic" style="document"/>

135 <wsdl:input> 136 <soap:body use="literal"/> 137 </wsdl:input> 138 <wsdl:output> 139 <soap:body use="literal"/> 140 </wsdl:output> 141 </wsdl:operation> 142 </wsdl:binding> 143 <wsdl:service name="NLETS"> 144 <wsdl:port name="BasicHttpBinding_NLETS" binding="tns:BasicHttpBinding_NLETS"> 145 <soap:address location="http://localhost/M2D/WS/NLETS/"/> 146 </wsdl:port> 147 </wsdl:service> 148 </wsdl:definitions>


http://www.michigan.gov/CARS/WebService/NLETS/Diagnostic

http://localhost/M2D/WS/NLETS/


MI-2019-001

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2. DQ XML Sample 1 <n2:NLETSInquiryData xmlns="http://www.w3.org/2001/XMLSchema" xmlns:s="

http://niem.gov/niem/structures/2.0" xmlns:nc="http://niem.gov/niem/niem-core/2.0" xmlns:niem-xsd="http://niem.gov/niem/proxy/xsd/2.0" xmlns:n2="http://www.nlets.org/niem/1.0" xmlns:xsd="http://www.w3.org/2001/XMLSchema" xmlns:nh2="http://www.nlets.org/niem/nlets-hdr/1.0" xmlns:j="http://niem.gov/niem/domains/jxdm/4.1" targetNamespace="http://www.nlets.org/niem/1.0" n2:key="DQ">

2 <n2:Person> 3 <nc:DriverLicense> 4 <nc:DriverLicenseIdentification> 5 <nc:IdentificationID>H900000289762</nc:IdentificationID> 6 </nc:DriverLicenseIdentification> 7 </nc:DriverLicense> 8 </n2:Person> 9 </n2:NLETSInquiryData>

10 11


http://niem.gov/niem/structures/2.0

http://niem.gov/niem/niem-core/2.0


http://niem.gov/niem/proxy/xsd/2.0

http://www.nlets.org/niem/1.0


http://www.nlets.org/niem/nlets-hdr/1.0


http://niem.gov/niem/domains/jxdm/4.1



MI-2019-001

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3. DR XML SAMPLE 1 <n2:NLETSResponseData xmlns:nds2="http://www.nlets.gov/niem/nlets-driver-status/1.0/"

xmlns:s="http://niem.gov/niem/structures/2.0" xmlns:niem-xsd=" http://niem.gov/niem/proxy/xsd/2.0" xmlns:n2c="http://www.nlets.org/niem/nlets-core/1.0" xmlns:nh2="http://www.nlets.org/niem/nlets-hdr/1.0" xmlns:i=" http://niem.gov/niem/appinfo/2.0" xmlns:nc="http://niem.gov/niem/niem-core/2.0" xmlns:xsi= "http://www.w3.org/2001/XMLSchema-instance" xmlns:n2="http://www.nlets.org/niem/1.0">

2 <DriverStatus xmlns="http://www.nlets.org/niem/nlets-driver-status/1.0"> 3 <n2c:AdditionalInformation> 4 <n2c:StateElement> 5 <n2c:ElementFieldName>VERIFYIDENTITY</n2c:ElementFieldName> 6 <n2c:ElementFieldValue>VERIFY SUBJECT'S IDENTITY</n2c:ElementFieldValue> 7 </n2c:StateElement> 8 </n2c:AdditionalInformation> 9 <StandardResponse>

10 <n2c:Driver> 11 <nc:PersonBirthDate> 12 <nc:Date>1978-05-04</nc:Date> 13 </nc:PersonBirthDate> 14 <nc:PersonDigitalImage> 15 <nc:BinaryAvailableIndicator xsi:nil="true" /> 16 <nc:BinaryBase64Object xsi:nil="true" /> 17 <nc:BinaryCaptureDate xsi:nil="true" /> 18 <nc:BinaryFormatID xsi:nil="true" /> 19 <nc:BinaryCategoryText xsi:nil="true" /> 20 </nc:PersonDigitalImage> 21 <nc:PersonEyeColorText>MULTI</nc:PersonEyeColorText> 22 <nc:PersonHairColorText xsi:nil="true" /> 23 <nc:PersonHeightMeasure> 24 <nc:MeasurePointValue>44</nc:MeasurePointValue> 25 </nc:PersonHeightMeasure> 26 <nc:PersonMedicalFileIndicator xsi:nil="true" /> 27 <nc:PersonName> 28 <nc:PersonGivenName>GRACE</nc:PersonGivenName> 29 <nc:PersonMiddleName>ELIZABETH</nc:PersonMiddleName> 30 <nc:PersonSurName>HAYES</nc:PersonSurName> 31 <nc:PersonNameSuffixText xsi:type="nc:PersonNameTextType" /> 32 <nc:PersonFullName xsi:nil="true" /> 33 </nc:PersonName> 34 <nc:PersonOrganDonatorIndicator>false</nc:PersonOrganDonatorIndicator> 35 <nc:PersonOtherIdentification xsi:nil="true" /> 36 <nc:PersonRaceText xsi:nil="true" /> 37 <nc:PersonSexText>FEMALE</nc:PersonSexText> 38 <nc:PersonSSNIdentification xsi:nil="true" /> 39 <nc:PersonWeightMeasure> 40 <nc:MeasurePointValue>149</nc:MeasurePointValue> 41 </nc:PersonWeightMeasure> 42 <nc:DriverLicense xsi:type="n2c:DriverLicenseType"> 43 <nc:DriverLicenseIdentification> 44 <nc:IdentificationID>H900000289762</nc:IdentificationID> 45 <nc:IdentificationJurisdictionText>MI</nc:IdentificationJurisdictionText> 46 </nc:DriverLicenseIdentification> 47 <nc:DriverLicenseExpirationDate> 48 <nc:Date>2023-05-04</nc:Date> 49 </nc:DriverLicenseExpirationDate>

http://www.nlets.gov/niem/nlets-driver-status/1.0/



http://www.nlets.org/niem/nlets-core/1.0


http://niem.gov/niem/appinfo/2.0


http://www.w3.org/2001/XMLSchema-instance


http://www.nlets.org/niem/nlets-driver-status/1.0


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50 <nc:DriverLicenseIssueDate> 51 <nc:Date>2020-02-20</nc:Date> 52 </nc:DriverLicenseIssueDate> 53 <nc:DriverLicenseCommercialClassText /> 54 <nc:DriverLicenseCommercialStatusText>NOT LICENSED

</nc:DriverLicenseCommercialStatusText> 55 <nc:DriverLicenseNonCommercialClassText>OPERATOR

</nc:DriverLicenseNonCommercialClassText> 56 <nc:DriverLicenseNonCommercialStatusText>SUSPENDED

</nc:DriverLicenseNonCommercialStatusText>

57 <nc:DriverLicensePermitQuantity>NaN</nc:DriverLicensePermitQuantity>58 <n2c:DriverLicenseCommercialLicensedIndicator>false

</n2c:DriverLicenseCommercialLicensedIndicator> 59 <n2c:DriverLicenseNonCommercialLicensedIndicator>true

</n2c:DriverLicenseNonCommercialLicensedIndicator> 60 </nc:DriverLicense> 61 <n2c:PersonResidentialAddress> 62 <nc:LocationStreet> 63 <nc:StreetFullText>21869 WEST RD</nc:StreetFullText> 64 </nc:LocationStreet> 65 <nc:LocationCityName>WOODHAVEN</nc:LocationCityName> 66 <nc:LocationCountyName>WAYNE</nc:LocationCountyName> 67 <nc:LocationStateName>MI</nc:LocationStateName> 68 <nc:LocationCountryName>USA</nc:LocationCountryName> 69 <nc:LocationPostalCode>481833297</nc:LocationPostalCode> 70 </n2c:PersonResidentialAddress> 71 <n2c:PersonContactInformation /> 72 </n2c:Driver> 73 </StandardResponse> 74 </DriverStatus> 75 <MedicalCertificate xsi:nil="true" xmlns="http://www.nlets.org/niem/nlets-driver-cert/1.0" /> 76 </n2:NLETSResponseData>

http://www.nlets.org/niem/nlets-driver-cert/1.0


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4. DR Presentation Format A SOS 10/03/19 1434 LEIN. MI3300210 35;2;ANNE CARR DRIVER;112062. FOR:BATES/MSP OPR:BATES MICHIGAN DRIVER REGISTRATION RESPONSE FOR QUERY: D616067108888 LICENSE INFORMATION: ANNE CARR DRIVER DOB: 01/10/1986 SEX: M IMAGE: YES 7064 CROWNER DRIVE HGT: 505 WGT: 130 EYE: BRO LANSING MI 48980 CTZ: LIMITED TERM VISA DRIVER STATUS: DECEASED 10/14/19 STATUS: LICENSE VALID OLN: D-616-067-108-888 LIC: CHAUFFEUR TYPE: ORIGINAL NO LICENSE-GDL ORIG: 11/21/1980 ISSUED: 10/01/2003 EXP: 11/20/2017 TOTAL POINTS: 4 EDL STATUS: ISSUED REAL ID: YES SPECIAL ENDORSEMENTS: FARM, RECREATION, OPERATOR, MOTORCYCLE, MOPED DRIVER RESTRICTIONS: CORRECTIVE LENS, R OUTSIDE MIRROR, DAYLIGHT DRIVING ONLY, ALL HAND CONTROLS 002 PRIOR ALCOHOL VIOLATIONS [625] OR MURDER, MANSLAUGHTER, NEG HOM WITH A VEHICLE 000 PRIOR ADDITIONAL SUSPENSIONS/REVOCATIONS [904 (10), (11) OR (12)]; IF ARRESTING FOR 2nd OR MORE ALCOHOL [625] OR DWLS (DURING ANY TYPE OF SUSP/REV) WITH 2 OR MORE PRIOR MANDATORY ADDITIONAL SUSPENSIONS/REVOCATIONS, PLATE CONFISCATION IS REQUIRED. DESTROY THE PLATE AND ISSUE A PAPER PLATE. *------------------------------------------------------------------------* * DO NOT CONFISCATE DEALER, MANUFACTURER, OUT-OF-STATE, RENTAL, TRAILER, * * TRIBAL, US GOVERNMENT, OR APPORTIONED (IRP) PLATES. * *------------------------------------------------------ MCL 257.904c ----*


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5. KQ XML Sample 1 <n2:NLETSInquiryData xmlns="http://www.w3.org/2001/XMLSchema" xmlns:s="

http://niem.gov/niem/structures/2.0" xmlns:nc="http://niem.gov/niem/niem-core/2.0" xmlns:niem-xsd="http://niem.gov/niem/proxy/xsd/2.0" xmlns:n2="http://www.nlets.org/niem/1.0" xmlns:xsd="http://www.w3.org/2001/XMLSchema" xmlns:nh2="http://www.nlets.org/niem/nlets-hdr/1.0" xmlns:j="http://niem.gov/niem/domains/jxdm/4.1" xmlns:n2c=" http://www.nlets.org/niem/nlets-core/1.0" targetNamespace="http://www.nlets.org/niem/1.0" n2:key ="KQ">

2 <n2c:Driver> 3 <nc:DriverLicense> 4 <nc:DriverLicenseIdentification> 5 <nc:IdentificationID>H900000289762</nc:IdentificationID> 6 </nc:DriverLicenseIdentification> 7 </nc:DriverLicense> 8 </n2c:Driver> 9 </n2:NLETSInquiryData>

10














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6. KR XML Sample 1 <n2:NLETSResponseData xmlns:n2c="http://www.nlets.org/niem/nlets-core/1.0" xmlns:j="

http://niem.gov/niem/domains/jxdm/4.1" xmlns:nh2="http://www.nlets.org/niem/nlets-hdr/1.0" xmlns:nc="http://niem.gov/niem/niem-core/2.0" xmlns:ndh2=" http://www.nlets.org/niem/nlets-driver-history/1.0" xmlns:n2="http://www.nlets.org/niem/1.0">

2 <DriverStatus d2p1:nil="true" xmlns:d2p1="http://www.w3.org/2001/XMLSchema-instance" xmlns=" http://www.nlets.org/niem/nlets-driver-status/1.0" />

3 <DriverMatch d2p1:nil="true" xmlns:d2p1="http://www.w3.org/2001/XMLSchema-instance" xmlns=" http://www.nlets.org/niem/nlets-driver-match/1.0" />

4 <MedicalCertificate d2p1:nil="true" xmlns:d2p1="http://www.w3.org/2001/XMLSchema-instance" xmlns="http://www.nlets.org/niem/nlets-driver-cert/1.0" />

5 <ndh2:DriverHistory> 6 <n2c:AdditionalInformation> 7 <n2c:StateElement> 8 <n2c:ElementFieldName>VERIFYIDENTITY</n2c:ElementFieldName> 9 <n2c:ElementFieldValue>VERIFY SUBJECT'S IDENTITY</n2c:ElementFieldValue>

10 </n2c:StateElement> 11 </n2c:AdditionalInformation> 12 <ndh2:StandardResponse> 13 <n2c:Driver> 14 <nc:PersonBirthDate> 15 <nc:Date>1978-05-04</nc:Date> 16 </nc:PersonBirthDate> 17 <nc:PersonDigitalImage> 18 <nc:BinaryAvailableIndicator d6p1:nil="true"

xmlns:d6p1=" http://www.w3.org/2001/XMLSchema-instance" />

19 <nc:BinaryBase64Object d6p1:nil="true" xmlns:d6p1=" http://www.w3.org/2001/XMLSchema-instance" />

20 <nc:BinaryCaptureDate d6p1:nil="true" xmlns:d6p1=" http://www.w3.org/2001/XMLSchema-instance" />

21 <nc:BinaryFormatID d6p1:nil="true" xmlns:d6p1=" http://www.w3.org/2001/XMLSchema-instance" />

22 <nc:BinaryCategoryText d6p1:nil="true" xmlns:d6p1=" http://www.w3.org/2001/XMLSchema-instance" />

23 </nc:PersonDigitalImage> 24 <nc:PersonEyeColorText>MULTI</nc:PersonEyeColorText> 25 <nc:PersonHairColorText d5p1:nil="true"


26 <nc:PersonHeightMeasure> 27 <nc:MeasurePointValue>44</nc:MeasurePointValue> 28 </nc:PersonHeightMeasure> 29 <nc:PersonMedicalFileIndicator d5p1:nil="true"

xmlns:d5p1=" http://www.w3.org/2001/XMLSchema-instance" /> 30 <nc:PersonName> 31 <nc:PersonGivenName>GRACE</nc:PersonGivenName> 32 <nc:PersonMiddleName>ELIZABETH</nc:PersonMiddleName> 33 <nc:PersonSurName>HAYES</nc:PersonSurName> 34 <nc:PersonNameSuffixText d6p1:type="nc:PersonNameTextType"







http://www.nlets.org/niem/nlets-driver-history/1.0



http://www.nlets.org/niem/nlets-driver-status/1.0


http://www.nlets.org/niem/nlets-driver-match/1.0



http://www.nlets.org/niem/nlets-driver-cert/1.0















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35 <nc:PersonFullName d6p1:nil="true" xmlns:d6p1=" http://www.w3.org/2001/XMLSchema-instance" />

36 </nc:PersonName> 37 <nc:PersonOrganDonatorIndicator>false</nc:PersonOrganDonatorIndicator> 38 <nc:PersonOtherIdentification d5p1:nil="true"


39 <nc:PersonRaceText d5p1:nil="true"


40 <nc:PersonSexText>FEMALE</nc:PersonSexText> 41 <nc:PersonSSNIdentification d5p1:nil="true"


42 <nc:PersonWeightMeasure> 43 <nc:MeasurePointValue>149</nc:MeasurePointValue> 44 </nc:PersonWeightMeasure> 45 <j:Crash> 46 <nc:ActivityIdentification> 47 <nc:IdentificationID>0000183685</nc:IdentificationID> 48 <nc:IdentificationJurisdictionText /> 49 </nc:ActivityIdentification> 50 <nc:ActivityDate> 51 <nc:Date>2020-02-05</nc:Date> 52 </nc:ActivityDate> 53 <nc:ActivityDescriptionText d6p1:nil="true" xmlns:d6p1="

http://www.w3.org/2001/XMLSchema-instance" /> 54 <j:DrivingAccidentSeverityText d6p1:nil="true" xmlns:d6p1="

http://www.w3.org/2001/XMLSchema-instance" /> 55 <j:DrivingIncidentCMVText d6p1:nil="true" xmlns:d6p1="

http://www.w3.org/2001/XMLSchema-instance" /> 56 <j:DrivingIncidentHazMatText d6p1:nil="true" xmlns:d6p1="

http://www.w3.org/2001/XMLSchema-instance" /> 57 <j:DrivingIncidentJurisdiction> 58 <nc:LocationStateName>MICHIGAN</nc:LocationStateName> 59 </j:DrivingIncidentJurisdiction> 60 </j:Crash> 61 <j:DriverConviction> 62 <nc:ActivityIdentification> 63 <nc:IdentificationID>0000183690</nc:IdentificationID> 64 <nc:IdentificationJurisdictionText /> 65 </nc:ActivityIdentification> 66 <nc:ActivityDate> 67 <nc:Date>2020-02-05</nc:Date> 68 </nc:ActivityDate> 69 <nc:ActivityDescriptionText d6p1:nil="true" xmlns:d6p1="

http://www.w3.org/2001/XMLSchema-instance" /> 70 <j:ConvictionCharge d6p1:nil="true" xmlns:d6p1="

http://www.w3.org/2001/XMLSchema-instance" /> 71 <j:ConvictionCourt d6p1:nil="true" xmlns:d6p1="

http://www.w3.org/2001/XMLSchema-instance" /> 72 <j:DriverConvictionCMVText>0</j:DriverConvictionCMVText> 73 <j:DriverConvictionHazMatText>0</j:DriverConvictionHazMatText> 74 <j:DriverConvictionOffenseText>1025 - OPERATING WHILE INTOXICATED

</j:DriverConvictionOffenseText>














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75 <j:DriverConvictionOffenseDescriptionText d6p1:nil="true" xmlns:d6p1=" http://www.w3.org/2001/XMLSchema-instance" />

76 </j:DriverConviction> 77 <j:DriverConviction> 78 <nc:ActivityIdentification> 79 <nc:IdentificationID>0000183689</nc:IdentificationID> 80 <nc:IdentificationJurisdictionText /> 81 </nc:ActivityIdentification> 82 <nc:ActivityDate> 83 <nc:Date>2020-01-30</nc:Date> 84 </nc:ActivityDate> 85 <nc:ActivityDescriptionText d6p1:nil="true" xmlns:d6p1=

"http://www.w3.org/2001/XMLSchema-instance" /> 86 <j:ConvictionCharge d6p1:nil="true" xmlns:d6p1=

"http://www.w3.org/2001/XMLSchema-instance" /> 87 <j:ConvictionCourt d6p1:nil="true" xmlns:d6p1=

"http://www.w3.org/2001/XMLSchema-instance" /> 88 <j:DriverConvictionCMVText>0</j:DriverConvictionCMVText> 89 <j:DriverConvictionHazMatText>0</j:DriverConvictionHazMatText> 90 <j:DriverConvictionOffenseText>1810 - CARELESS DRIVING

</j:DriverConvictionOffenseText> 91 <j:DriverConvictionOffenseDescriptionText d6p1:nil="true" xmlns:d6p1=

"http://www.w3.org/2001/XMLSchema-instance" /> 92 </j:DriverConviction> 93 <j:DriverConviction> 94 <nc:ActivityIdentification> 95 <nc:IdentificationID>0000183687</nc:IdentificationID> 96 <nc:IdentificationJurisdictionText /> 97 </nc:ActivityIdentification> 98 <nc:ActivityDate>99 <nc:Date>2020-01-21</nc:Date> 100 </nc:ActivityDate> 101 <nc:ActivityDescriptionText d6p1:nil="true"

xmlns:d6p1= "http://www.w3.org/2001/XMLSchema-instance" />

102 <j:ConvictionCharge d6p1:nil="true" xmlns:d6p1= "http://www.w3.org/2001/XMLSchema-instance" />

103 <j:ConvictionCourt d6p1:nil="true" xmlns:d6p1= "http://www.w3.org/2001/XMLSchema-instance" />

104 <j:DriverConvictionCMVText>0</j:DriverConvictionCMVText> 105 <j:DriverConvictionHazMatText>0</j:DriverConvictionHazMatText> 106 <j:DriverConvictionOffenseText>2000 - SPEEDING

</j:DriverConvictionOffenseText> 107 <j:DriverConvictionOffenseDescriptionText d6p1:nil="true"

xmlns:d6p1= "http://www.w3.org/2001/XMLSchema-instance" /> 108 </j:DriverConviction> 109 <j:DriverConviction> 110 <nc:ActivityIdentification> 111 <nc:IdentificationID>0000183686</nc:IdentificationID> 112 <nc:IdentificationJurisdictionText /> 113 </nc:ActivityIdentification> 114 <nc:ActivityDate> 115 <nc:Date>2020-01-11</nc:Date> 116 </nc:ActivityDate>












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117 <nc:ActivityDescriptionText d6p1:nil="true" xmlns:d6p1= "http://www.w3.org/2001/XMLSchema-instance" />

118 <j:ConvictionCharge d6p1:nil="true" xmlns:d6p1= "http://www.w3.org/2001/XMLSchema-instance" />

119 <j:ConvictionCourt d6p1:nil="true" xmlns:d6p1= "http://www.w3.org/2001/XMLSchema-instance" />

120 <j:DriverConvictionCMVText>0</j:DriverConvictionCMVText> 121 <j:DriverConvictionHazMatText>0</j:DriverConvictionHazMatText> 122 <j:DriverConvictionOffenseText>2000 - SPEEDING

</j:DriverConvictionOffenseText> 123 <j:DriverConvictionOffenseDescriptionText d6p1:nil="true"

xmlns:d6p1= "http://www.w3.org/2001/XMLSchema-instance" /> 124 </j:DriverConviction> 125 <j:DriverHistorySummary> 126 <j:DriverHistoryAccidentQuantity>1</j:DriverHistoryAccidentQuantity> 127 <j:DriverHistoryConvictionQuantity>4</j:DriverHistoryConvictionQuantity> 128 <j:DriverHistoryWithdrawalQuantity>1</j:DriverHistoryWithdrawalQuantity> 129 </j:DriverHistorySummary> 130 <nc:DriverLicense d5p1:type="n2c:DriverLicenseType"

xmlns:d5p1= "http://www.w3.org/2001/XMLSchema-instance"> 131 <nc:DriverLicenseIdentification> 132 <nc:IdentificationID>H900000289762</nc:IdentificationID> 133 <nc:IdentificationJurisdictionText>MI</nc:IdentificationJurisdictionText> 134 </nc:DriverLicenseIdentification> 135 <nc:DriverLicenseExpirationDate> 136 <nc:Date>2023-05-04</nc:Date> 137 </nc:DriverLicenseExpirationDate> 138 <nc:DriverLicenseIssueDate> 139 <nc:Date>2020-02-20</nc:Date> 140 </nc:DriverLicenseIssueDate> 141 <nc:DriverLicenseCommercialClassText /> 142 <nc:DriverLicenseCommercialStatusText>NOT LICENSED

</nc:DriverLicenseCommercialStatusText> 143 <nc:DriverLicenseNonCommercialClassText>OPERATOR

</nc:DriverLicenseNonCommercialClassText> 144 <nc:DriverLicenseNonCommercialStatusText>SUSPENDED

</nc:DriverLicenseNonCommercialStatusText> 145 <nc:DriverLicensePermitQuantity>NaN</nc:DriverLicensePermitQuantity> 146 <nc:DriverLicenseWithdrawal> 147 <nc:ActivityIdentification d5p1:nil="true" /> 148 <nc:ActivityDate d5p1:nil="true" /> 149 <nc:ActivityDescriptionText>RESTRICTED PENDING REQUIREMENT</nc:ActivityDescriptionText> 150 <nc:DriverLicenseWithdrawalActionCode d5p1:nil="true" /> 151 <nc:DriverLicenseWithdrawalBasisCode d5p1:nil="true" /> 152 <nc:DriverLicenseWithdrawalText>SUSPENSION FOLLOWED BY RESTRICTED

LICENSE</nc:DriverLicenseWithdrawalText> 153 <nc:DriverLicenseWithdrawalDueProcessStatusCode>3

</nc:DriverLicenseWithdrawalDueProcessStatusCode> 154 <nc:DriverLicenseWithdrawalEffectiveDate> 155 <nc:Date>2020-02-25</nc:Date> 156 </nc:DriverLicenseWithdrawalEffectiveDate>








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157 <nc:DriverLicenseWithdrawalEligibilityCode>Indefinite </nc:DriverLicenseWithdrawalEligibilityCode>

158 <nc:DriverLicenseWithdrawalEligibilityDate> 159 <nc:Date d5p1:nil="true" /> 160 </nc:DriverLicenseWithdrawalEligibilityDate> 161 <nc:DriverLicenseWithdrawalExtentText>NCL

</nc:DriverLicenseWithdrawalExtentText> 162 <nc:DriverLicenseWithdrawalIssuingAuthorityText>MI

</nc:DriverLicenseWithdrawalIssuingAuthorityText> 163 <nc:DriverLicenseWithdrawalLocatorReferenceIdentification> 164 <nc:IdentificationID>0000183690</nc:IdentificationID> 165 <nc:IdentificationJurisdictionText /> 166 </nc:DriverLicenseWithdrawalLocatorReferenceIdentification> 167 <nc:DriverLicenseWithdrawalReinstatementDate d5p1:nil="true" /> 168 </nc:DriverLicenseWithdrawal> 169 <n2c:DriverLicenseCommercialLicensedIndicator>false

</n2c:DriverLicenseCommercialLicensedIndicator> 170 <n2c:DriverLicenseNonCommercialLicensedIndicator>true

</n2c:DriverLicenseNonCommercialLicensedIndicator> 171 </nc:DriverLicense> 172 <n2c:PersonResidentialAddress> 173 <nc:LocationStreet> 174 <nc:StreetFullText>21869 WEST RD</nc:StreetFullText> 175 </nc:LocationStreet> 176 <nc:LocationCityName>WOODHAVEN</nc:LocationCityName> 177 <nc:LocationCountyName>WAYNE</nc:LocationCountyName> 178 <nc:LocationStateName>MI</nc:LocationStateName> 179 <nc:LocationCountryName>USA</nc:LocationCountryName> 180 <nc:LocationPostalCode>481833297</nc:LocationPostalCode> 181 </n2c:PersonResidentialAddress> 182 <n2c:PersonContactInformation /> 183 </n2c:Driver> 184 </ndh2:StandardResponse> 185 </ndh2:DriverHistory> 186 <n2:ResponseText d2p1:nil="true" xmlns:d2p1="http://www.w3.org/2001/XMLSchema-instance" /> 187 </n2:NLETSResponseData>



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7. KR Response Format A SOS 10/03/19 1434 LEIN. MI3300210 42;2;ANNE CARR DRIVER;112062. FOR:BATES/MSP OPR:BATES MICHIGAN DRIVER REGISTRATION RESPONSE FOR QUERY: D616067108888 LICENSE INFORMATION: ANNE CARR DRIVER DOB: 01/10/1986 SEX: M IMAGE: YES 7064 CROWNER DRIVE HGT: 505 WGT: 130 EYE: BRO LANSING MI 48980 CTZ: LIMITED TERM VISA DRIVER STATUS: DECEASED 10/14/19 STATUS: LICENSE VALID OLN: D-616-067-108-888 LIC: CHAUFFEUR TYPE: ORIGINAL NO LICENSE-GDL ORIG: 11/21/1980 ISSUED: 10/01/2003 EXP: 11/20/2017 TOTAL POINTS: 4 EDL STATUS: ISSUED REAL ID: YES SPECIAL ENDORSEMENTS: FARM, RECREATION, OPERATOR, MOTORCYCLE, MOPED DRIVER RESTRICTIONS: CORRECTIVE LENS, R OUTSIDE MIRROR, DAYLIGHT DRIVING ONLY, ALL HAND CONTROLS GRADUATED DRIVER’S LICENSE INFORMATION: GDL LEVEL: 1 – SUPERVISED LEARNER’S LICENSE ISSUED: 12/25/2005 NEXT LEVEL ELIG: 12/25/2008 MOTORCYCLE LEARNER PERMIT INFORMATION: STATUE: ACTIVE ISSUED: 10/09/2003 EXP: 03/10/2004 COMMERCIAL DRIVER’S LICENSE INFORMATION: STATUS: ACTIVE CDL GROUP: A ISSUED: 01/01/2018 EXP: 01/01/2022 ENDORSEMENTS: HAZARDOUS, TANK, PASSENGER, SCHOOL BUS, DOUBLE/TRIPLE TANKER CDL POINTER DUE TO CMV CONVICTION ACTIVITY FED BACKGROUND CHECK: APPROVED DATE: 05/05/2013 COMMERCIAL DRIVER’S LICENSE PERMIT INFORMATION: STATUS: ACTIVE CDL GROUP: B ISSUED: 10/05/2015 EXP: 10/05/2020 ENDORSEMENTS: HAZARDOUS, TANK, PASSENGER, SCHOOL BUS, RESTRICTIONS: CDL INTRASTATE ONLY, NO PASSENGERS IN CMV BUS, NO CLASS A PASSENGER VEHICLE SELF-CERTIFY TYPE: NON-EXCEPTED INTERSTATE, EXCEPTED INTERSTATE, NON-EXCEPTED INTRASTATE, INTRASTATE COMMERCIAL DRIVER’S LICENSE MEDICAL INFORMATION: MEDICAL STATUS: CERTIFIED ISSUED: 01/01/2014 EXP: 01/01/2016 MEDICAL WAIVER ISSUE: 01/01/2014 EXP: 01/01/2016 MEDICAL RESTRICTIONS: CORRECTIVE LENS, HEARING AID REQUIRED MEDICAL EXAMINER NAME: JOHN DAVIS TYPE: MD PHONE: 248-555-5555 LICENSE NUMBER: 5101212121 REGISTRY NUMBER: 6101515151515 LICENSING JURISDICTION: MI


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MAILING ADDRESS: 7064 CROWNER DRIVE LANSING MI 48917 PREVIOUS ADDRESS HISTORY: CHANGED ON: 12/18/2014, 09/13/2011, 08/17/2009 PREVIOUS IDENTIFICATION HISTORY: NAME: JOHN SMITH PREV OLN: S-530-429-000-012 SSN:123-45-6789 PREV OUT OF STATE NAME: JOHN JAMES SMITH OLN: TX/12340089 PREV SEX: M DATE OF CHANGE: 12/10/2019 DRIVER CONVICTION INFORMATION: DENIAL/REVOCATION **** ACTION DATES: FROM 12/15/2014 AND MCL 257.303 UNTIL APPROVED

WARNING: REINSTATEMENT FEE REQUIRED. ELIGIBLE FOR REVIEW AFTER 12/15/2015, 2 OR MORE SUBSTANCE ABUSE CONV IN 7 YEARS ACTIVITY TRACKING:0017, 0027

UID:0035 625G PERMIT **** CLEARED DATE: 12/15/2014 CLEAR COMPLAINT #: 162226897 ARREST DATE: 04/12/2014 UID:0034 LICENSE HOLD **** EFFECTIVE HOLD DATE: 09/06/2014 ACTION: DRIVER LICENSE HOLD – UNPAID PARKING TICKETS COURT NAME: DETROIT PRKG BUREAU COURT FILE #: Z1483698 DATE RECD: 09/06/2014 CDL HOLDER: N DATE OF LAST UNPAID TKT: 05/31/2012 UID:0033 REEXAMINATION SUSPENSION **** REEXAMINATION DATE: 09/05/2014 DATE POSTED: 09/05/2014

RESTRICTED LICENSE: 09/10/2014 THROUGH MIDNIGHT OF 03/09/2015 AND UNTIL PAYMENT OF

REINSTATEMENT FEE WARNING:UNSATISFACTORY DRIVING RECORD RESTRICTIONS: MAY DRIVE ONLY TO AND FROM PERSONS RESIDENCE AND PLACE OF EMPLOYMENT, AND IN THE COURSE OF EMPLOYMENT, MAY DRIVE FOR MEDICAL REASONS, MAY DRIVE TO AND FROM EDUCATIONAL INSTITUTION, NO OTHER DRIVING. SAFTEY BELT USE REQUIRED

ACTIVITY TRACKER:0035 UID:0032

REFERRAL **** ISSUE DATE: 08/13/2014


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ACTION: REFERRED TO DRIVER IMPROVEMENT REEXAMINATION

REFERRAL TYPE: UNSATISFACTORY DRIVING RECORD TOTAL PTS: 12

ACTIVITY TRACKING: 0017, 0018, 0029 UID:0031

DRIVER RESPONSIBILITY **** ACTION: 06/10/2014 FEE PAID FEE PAID 06/10/2014 CODE: 8355

UID:0030 DRIVER RESPONSIBILITY **** TERMINATED DRIVER RESPONSIBILITY FEE SUSPENSION 05/23/2014 ASSESSMENT #: TY42227

WARNING: LICENSE NOT VALID UNTIL REINSTATEMENT ACTIVITY TRACKING: 0026

UID:0029 625G PERMIT **** ISSUE DATE: 04/12/2014 ISSUED COMPLAINT #: 162226897

ORI: MI3300210, NEWAYGO SO, TIME: 1630 UID:0028 VIOLATION/CITATION DATE OF VIOLATION/CITATION: 04/12/2014 CONVICTION DATE: 05/02/2014 COURT LOCATION: DETROIT OPERATING WHILE INTOXICATED – LATE RECD ABST VEHICLE TYPE: PASSENGER VEHICLE

TICKET: TEST34152 CHARGE: 1630 PTS: 6 TRIAL: PLEA DATE RECD: 11/20/2014 CDL HOLDER: Y UID:0027 REINSTATE DRIVER **** REINSTATE DRIVER RESPONSIBILITY FEE RESPONSIBILITY FEE SUSPENSION OF 01/29/2014.

SUSPENSION:EFFECTIVE 08/04/2014 THROUGH *INDEFINITE*

ASSESSMENT #: TY42227 WARNING: LICENSE NOT VALID UNTIL REINSTATEMENT FEE PAID

ACTIVITY TRACKER:0027 UID:0026

DRIVER RESPONSIBILITY **** DRIVER RESPONSIBILITY FEE FEE SUSPENSION SUSPENSION FROM 01/29/2014 THROUGH *INDEFINITE* ASSESSMENT #: TY42227

WARNING: LICENSE NOT VALID UNTIL REINSTATEMENT FEE PAID ACTIVITY TRACKER:0027

UID:0025


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CDL/CMV PRIVELEGE **** ACTION DATES: FROM 12/15/2013 THROUGH SUSPENDED MIDNIGHT OF 12/14/2014 CDL GROUP: B

ENDORSEMENTS: NONE ACTIVITY TRACKING: 0027

UID:0024 CRASH DATE OF CRASH: 10/14/2013 CRASH ID: 061-8507

REPORTING AGENCY: RICHMOND PD INCIDENT #: 23-159-13 1 VEH/UNIT 0 INJ 0 KILLED

HAZARDOUS ACTION CODE: SPEEDING DRUGS/ALCOHOL: DRIVER HAD NOT BEEN DRINKING VEHICLE TYPE: PASSENGER VEHICLE

UID:0023 CRASH (CJDC REMOVAL) DATE OF CRASH: 10/14/2013

CRASH ID: 061-8507 REPORTING AGENCY: RICHMOND PD INCIDENT #: 23-159-13 1 VEH/UNIT 0 INJ 0 KILLED

HAZARDOUS ACTION CODE: SPEEDING DRUGS/ALCOHOL: DRIVER HAD NOT BEEN DRINKING VEHICLE TYPE: PASSENGER VEHICLE

UID:0022 LICENSE SUSPENSION **** SUSPENSION: 10/03/2013 THROUGH FOLLOWED BY MIDNIGHT OF 11/01/2013 RESTRICTIONS RESTRICTED LICENSE: FROM 11/02/2013 THROUGH MIDNIGHT OF 03/31/2014 AND UNTIL PAYMENT OF REINSTATEMENT FEE, RESTRICTIONS: MAY DRIVE TO AND

FROM RESIDENCE AND EMPLOYMENT, DURING EMPLOYMENT, TO TRTMENT AND/OR SUPPORT GROUP MTGS, TO REGULARLY SCHEDULED TRTMENT FOR SERIOUS MEDICAL CONDITION, TO PROBATION, COMMUNITY SERVICE AND SCHOOL, MUST CARRY PROOF OF DESTINATIONS AND HOURS, SHALL NOT DRIVE A VEHICLE REQUIRING A COMMERCIAL DRIVER LICENSE ACTIVITY TRACKING:0017 UID:0022

CDL/CMV PRIVLEDGE **** ACTION DATES: FROM 09/28/2013 THROUGH SUSPENSION MIDNIGHT OF 12/29/2013, FROM CONVICTION OF 08/25/2013 CDL CDL GROUP: A

ENDORSEMENTS: HAZARDOUS, TANK, PASSENGER ACTIVITY TRACKING:0018

UID:0020


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DRIVER RESPONSIBILITY **** 09/19/2013 DRIVER RESPONSIBILITY FEE FEE NOTIFICATION NOTIFICATION FOR QUALIFYING CONVICTION, ASSESSMENT #: TY42227

ACTIVITY TRACKING:0019 UID:0018

VIOLATION/CITATION DATE OF VIOLATION/CITATION: 07/30/2013 CONVICTION DATE: 08/25/2013 COURT LOCATION: DETROIT FAILURE TO OBEY TRAFFIC CONTROL DEVICE

OR ENFORCEMENT OFFICIAL AT RAILROAD CROSSING - LATE RECD ABST

VEHICLE TYPE: GROUP B VEHICLE TICKET: TEST84488

ORIG CHG: 2452 PTS: 3 TRIAL: PLEA DATE RECD: 09/10/2013 CDL HOLDER: Y UID:0018 VIOLATION/CITATION DATE OF VIOLATION/CITATION: 04/10/2013 CONVICTION DATE: 08/06/2013 COURT LOCATION: SOUTH DAKOTA OPERATING WHILE INTOXICATED VEHICLE TYPE: NON-COMMERCIAL VEHICLE

OUT OF STATE INFO: 41CRI1300026 DWI DATE RECD: 09/12/2013 CDL HOLDER: Y UID:0017 VIOLATION/CITATION DATE OF VIOLATION/CITATION: 07/14/2007 CONVICTION DATE: 07/31/2007 COURT LOCATION: ST JOSEPH LIMITED ACCESS SPEED 85/70 VEHICLE TYPE: PASSENGER VEHICLE

TICKET: 2007028682 ORIG CHG: 2100 PTS: 3 TRIAL: PLEA DATE RECD: 08/02/2007 CDL HOLDER: N UID:0016 DRUG CRIME DATE OF INCIDENT: 06/01/2007 CONVICTION DATE: 08/10/2007 COURT LOCATION: MUSKEGON

SUSPENSION:03/08/2010 THROUGH MIDNIGHT OF 09/03/2010 WARNING: DRUG CRIME SUSP, REINSTATEMENT FEE NOT REQUIRED BY LAW ACTIVITY TRACKING:0013

UID:0015 FAILURE TO APPEAR **** DATE OF VIOLATION/CITATION: 02/01/2007 IN COURT SUSPENSION SUSPENSION END DATE: 07/01/2007 TERMINATED COURT LOCATION: HIGHLAND PARK FAILURE TO YIELD


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FAILURE TO APPEAR **** DATE OF VIOLATION/CITATION: 02/01/2007 IN COURT SUSPENSION SUSPENSION START DATE: 07/01/2007 COURT LOCATION: HIGHLAND PARK FAILURE TO YIELD

TICKET: 2007028682 DATE RECD: 08/02/2007 CDL HOLDER: N UID:0013 FAILURE TO COMPLY **** DATE OF VIOLATION/CITATION: 12/10/2006 WITH JUDGEMENT SUSPENSION END DATE: 04/01/2007 SUSPENSION TERMINATED COURT LOCATION: HIGHLAND PARK DISOBEYED STOP SIGN


FAILURE TO COMPLY **** DATE OF VIOLATION/CITATION: 12/10/2006 WITH JUDGEMENT SUSPENSION START DATE: 12/30/2006 SUSPENSION COURT LOCATION: HIGHLAND PARK DISOBEYED STOP SIGN

TICKET: 200680014 DATE RECD: 12/15/2006 CDL HOLDER: N UID:0011 SOBRIETY RESTRICTED **** DATE OF SOBRIETY COURT RESTRICTION: 10/15/2006 LICENSE COURT LOCATION: DETROIT

RESTRICTED LICENSE: 10/30/2006 THROUGH *INDEFINITE* AND UNTIL APPROVED WARNING: LICENSE NOT VALID UNTIL REINSTATEMENT FEE PAID, ANY ALCOHOL/DRUG RELATED ACTIVITY, ORIGINAL ACTION TO BE REINSTATED, VOID ON VIOLATION OF ORDER RESTRICTIONS: MAY DRIVE TO AND FROM RESIDENCE AND EMPLOYMENT, TO TREATMENT AND/OR SUPPORT GROUP MTGS, TO PROBATION AND SCHOOL, MUST CARRY PROOF OF DESTINATION AND HOURS, MAY DRIVE TO CT HEARINGS, AND IGNITION INTERLOCK PROVIDER, MAY ONLY OPERATE VEHICLE EQUIPPED WITH IGNITION INTERLOCK DEVICE INSTALLED ACTIVITY TRACKING:0008

UID:0010 CANCELLATION **** DATE OF CANCELATION: 08/15/2006 ACTION: VOLUNTARILY SURRENDERED LICENSE UID:0009 DRIVER IMPROVEMENT **** DATE OF LETTER: 06/20/2006 WARNING LETTER ACTION: NO LICENSE UID:0008


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HIGH BAC SUSPENSION **** DATE OF VIOLATION/CITATION: 05/16/2006 CONVICTION DATE: 07/31/2007 COURT LOCATION: IONIA SUSPENSION: 08/03/2012 THROUGH MIDNIGHT OF 08/02/2013 WARNING: LICENSE NOT VALID UNTIL REINSTATEMENT

FEE PAID, MANDATORY ACTION CONVICTION ACTIVITY TRACKING:0002 UID:0007 PROBATIONARY EXTENSION **** DATE OF EXTENSION: 04/30/2006 PROBATIONARY TIME: 10/03/2006 THROUGH MIDNIGHT OF 02/20/2009 WARNING: MUST MEET REQUIREMENTS OF

MCL 257.310D ACTIVITY TRACKING:0002 UID:0006 RESTRICTION **** DATE OF VIOLATION/CITATION: 02/02/2006 DATE OF CONVICTION: 04/10/2006 COURT LOCATION: BATTLE CREEK PERSON UNDER 21 PURCHASE/CONSUME/POSSESS LIQUOR

SUSPENDED LICENSE: 06/01/2006 THROUGH MIDNIGHT OF 01/06/2007 RESTRICTED LICENSE: 01/07/2007 THROUGH MIDNIGHT OF 03/08/2007 WARNING: LICENSE NOT VALID UNTIL REINSTATEMENT FEE PAID, MANDATORY ACTION CONVICTION RESTRICTIONS: MAY DRIVE TO AND FROM RESIDENCE AND EMPLOYMENT, TO PROBATION AND SCHOOL, MUST CARRY PROOF OF DESTINATION AND HOURS ACTIVITY TRACKING:0005

UID:0004 SUSPENSION **** DATE OF VIOLATION/CITATION: 11/20/2005 DATE OF CONVICTION: 12/30/2005 COURT LOCATION: INKSTER DROVE WHILE LICENSE SUS/REV/DENIED

SUSPENDED LICENSE: 01/10/2006 THROUGH MIDNIGHT OF 04/15/2006 WARNING: REINSTATEMENT FEE NOT REQUIRED BY LAW ACTIVITY TRACKING:0002

UID:0003 SUSPENSION/RESTRICTION **** DATE OF VIOLATION/CITATION: 08/28/2005 DATE OF CONVICTION: 11/25/2006 COURT LOCATION: HILLSDALE PERSON UNDER 21 WITH BAC

SUSPENDED/RESTRICTED LICENSE: 12/01/2006 THROUGH MIDNIGHT OF 03/01/2006


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WARNING: LICENSE NOT VALID UNTIL REINSTATEMENT FEE PAID RESTRICTIONS: MAY DRIVE TO AND FROM RESIDENCE AND EMPLOYMENT, TO PROBATION AND SCHOOL, MUST CARRY PROOF OF DESTINATION AND HOURS ACTIVITY TRACKING:0001

UID:0002 **********THE FOLLOWING ENTRY IS NOT APPLICABLE TO MI RECORD********** DATE OF VIOLATION/CITATION: 03/09/2012 CONVICTION DATE: 04/17/2012 COURT LOCATION: OHIO ACD CODE: E01 OFFENSE: OPER WITHOUT EQUIPMENT REQ BY LAW POINTS: 0 ********************************************************************** UID:0041 *BASIC DRIVER IMPROVEMENT COURSE* LETTER SENT: 02/01/2012

PASSED:02/25/2012 DATE OF CITATION: 01/09/2012 CONVICTION DATE: 01/30/2012 COURT LOCATION: MASON OFFENSE: SPEED 40/35 VEHICLE TYPE: PASSENGER VEHICLE TICKET: 12I090904 ORIG CHG: 2000 *** PID ON FILE *** *** WATERCRAFT/SNOWMOBILE/ORV ENTRIES ON FILE *** END OF MICHIGAN SOS RESULTS


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8. DR/KR List Response Format A SOS 10/03/19 1434 LEIN. MI3300210 ??;?;ANNE CARR DRIVER;112062. FOR:BATES/MSP OPR:BATES

MICHIGAN DRIVER IMAGE RETRIEVAL QUERY RESPONSE FOR QUERY: D616067108888

NAM: DRIVER, ANNE CARR ADD: 7064 CROWNER DRIVE, LANSING, MI 48917 OLN: D-616-067-108-888 DOB: 11/20/1962 SEX: F

NAM: SMITH, CAROLINE MARIE ADD: 7064 CROWNER DRIVE, LANSING, MI 48917 OLN: D-616-067-108-888 DOB: 11/20/1962 SEX: F

NAM: SMITH, ROBERT DEWAYNE JR ADD: 7064 CROWNER DRIVE, LANSING, MI 48917 OLN: D-616-067-108-888 DOB: 11/20/1962 SEX: F


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9. ECQ XML Sample 1 <?xml version="1.0" encoding="UTF-8"?>  2 <xsd:schema xmlns:xsd="http://www.w3.org/2001/XMLSchema"> 3 <xsd:element name="DLN" type="xsd:string"/> 4 <xsd:element name="FirstName" type="xsd:string"/> 5 <xsd:element name="MiddleName" type="xsd:string"/> 6 <xsd:element name="LastName" type="xsd:string"/> 7 <xsd:element name="Suffix" type="xsd:string"/> 8 <xsd:element name="DateOfBirth" type="xsd:date"/> 9 </xsd:schema>



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10. ECR XML Sample 1 <?xml version="1.0" encoding="UTF-8"?>  2 <xsd:schema xmlns:xsd="http://www.w3.org/2001/XMLSchema"> 3 <xsd:element name="EmergencyContactResult" type="EmergencyContactResultType"/> 4 <xsd:complexType name="EmergencyContactResultType"> 5 <xsd:sequence> 6 <xsd:element name="Driver" type="xsd:DriverType" /> 7 <xsd:element name="EmergencyContact" type="xsd:EmergencyContactType"/> 8 </xsd:sequence> 9 </xsd:complexType>

10 <xsd:complexType name="DriverType"> 11 <xsd:sequence> 12 <xsd:element name="DLN" type="xsd:string"/> 13 <xsd:element name="FirstName" type="xsd:string"/> 14 <xsd:element name="MiddleName" type="xsd:string"/> 15 <xsd:element name="LastName" type="xsd:string"/> 16 <xsd:element name="Suffix" type="xsd:string"/> 17 <xsd:element name="DateOfBirth" type="xsd:string"/> 18 </xsd:sequence> 19 </xsd:complexType> 20 <xsd:complexType name="EmergencyContactType"> 21 <xsd:sequence> 22 <xsd:element name="Name" type="xsd:string"/> 23 <xsd:element name="Relationship" type="xsd:string"/> 24 <xsd:element name="PhoneNumber" type="xsd:string"/> 25 <xsd:element name="PhoneType" type="xsd:string"/> 26 <xsd:element name="Street" type="xsd:string"/> 27 <xsd:element name="City" type="xsd:string"/> 28 <xsd:element name="State" type="xsd:string"/> 29 <xsd:element name="Zip" type="xsd:string"/> 30 </xsd:sequence> 31 </xsd:complexType> 32 </xsd:schema>



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11. DCQ XML Sample 1 <?xml version="1.0" encoding="UTF-8"?>  2 <xsd:schema xmlns:xsd="http://www.w3.org/2001/XMLSchema"> 3 <xsd:element name="DLN" type="xsd:string"/> 4 <xsd:element name="FirstName" type="xsd:string"/> 5 <xsd:element name="MiddleName" type="xsd:string"/> 6 <xsd:element name="LastName" type="xsd:string"/> 7 <xsd:element name="Suffix" type="xsd:string"/> 8 <xsd:element name="DateOfBirth" type="xsd:date"/> 9 </xsd:schema>



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12. DCR XML Sample 1 <?xml version="1.0" encoding="UTF-8"?>  2 <xsd:schema xmlns:xsd="http://www.w3.org/2001/XMLSchema"> 3 <xsd:element name="Credential" type="CredentialType"/> 4 <xsd:complexType name="CredentialType"> 5 <xsd:sequence> 6 <xsd:element name="DLN" type="xsd:string"/> 7 <xsd:element name="DisplayName" type="xsd:string"/> 8 <xsd:element name="DateOfBirth" type="xsd:string"/> 9 <xsd:element name="Issue" type="xsd:date"/>

10 <xsd:element name="Expire" type="xsd:date"/> 11 <xsd:element name="Printed" type="xsd:date"/> 12 <xsd:element name="Street" type="xsd:string"/> 13 <xsd:element name="City" type="xsd:string"/> 14 <xsd:element name="State" type="xsd:string"/> 15 <xsd:element name="Zip" type="xsd:string"/> 16 <xsd:element name="Sex" type="xsd:string"/> 17 <xsd:element name="LicenseType" type="xsd:string"/> 18 <xsd:element name="Height" type="xsd:string"/> 19 <xsd:element name="EyeColor" type="xsd:string"/> 20 <xsd:element name="Endorsements" type="EndorsementsType"/> 21 <xsd:element name="Restrictions" type="RestrictionsType"/> 22 <xsd:element name="OrganDonor" type="xsd:boolean"/> 23 <xsd:element name="Veteran" type="xsd:boolean"/> 24 <xsd:element name="RealId" type="xsd:boolean"/> 25 <xsd:element name="Enhanced" type="xsd:boolean"/> 26 <xsd:element name="DocumentDiscriminator" type="xsd:string"/> 27 <xsd:element name="Signature" type="xsd:base64Binary"/> 28 <xsd:element name="ParentSignature" type="xsd:base64Binary"/> 29 <xsd:element name="Photo" type="xsd:base64Binary"/> 30 </xsd:sequence> 31 </xsd:complexType> 32 <xsd:complexType name="EndorsementsType"> 33 <xsd:sequence> 34 <xsd:element name="Endorsement" type="xsd:string"/> 35 </xsd:sequence> 36 </xsd:complexType> 37 <xsd:complexType name="RestrictionsType"> 38 <xsd:sequence> 39 <xsd:element name="Restriction" type="xsd:string"/> 40 </xsd:sequence> 41 </xsd:complexType> 42 </xsd:schema>



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13. DCR Response Format A SOS 10/03/19 1434 LEIN. MI3300210 ??;?;ANNE CARR DRIVER;112062. FOR:BATES/MSP OPR:BATES


LICENSE INFORMATION:

ANNE CARR DRIVER DOB: 11/20/1986 SEX: M 7064 CROWNER DRIVE HGT: 505 WGT: 130 EYE: BRO LANSING MI 48980

OLN: D-616-067-108-888 FORMAT: HORIZONTAL REAL ID: YES LIC TYPE: CHAUFFEUR ORGAN DONOR: YES ISSUED: 10/01/2003 PRINTED: 10/05/2003 EXP: 11/20/2017 BRANCH: SPECIAL

207 ENDORSEMENTS:

TRANS: 0009 CLERK: G

FARM, RECREATION, OPERATOR, MOTORCYCLE, MOPED DRIVER RESTRICTIONS: CORRECTIVE LENS, R OUTSIDE MIRROR, DAYLIGHT DRIVING ONLY, ALL HAND CONTROLS

<DRIVER’S IMAGE 1> <DRIVER’S SIGNATURE 1>


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14. DHQ XML Sample 1 <?xml version="1.0" encoding="UTF-8"?>  2 <xsd:schema xmlns:xsd="http://www.w3.org/2001/XMLSchema"> 3 <xsd:element name="DLN" type="xsd:string"/> 4 </xsd:schema>



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15. DHR XML Sample 1 <?xml version="1.0" encoding="UTF-8"?>  2 <xsd:schema xmlns:xsd="http://www.w3.org/2001/XMLSchema"> 3 <xsd:element name="CredentialHistory" type="CredentialHistoryType"/> 4 <xsd:complexType name="CredentialHistoryType"> 5 <xsd:sequence> 6 <xsd:element name="Sequence" type="xsd:integer"/> 7 <xsd:element name="DLN" type="xsd:string"/> 8 <xsd:element name="DisplayName" type="xsd:string"/> 9 <xsd:element name="DateOfBirth" type="xsd:string"/>

10 <xsd:element name="Issue" type="xsd:date"/> 11 <xsd:element name="Expire" type="xsd:date"/> 12 <xsd:element name="Printed" type="xsd:date"/> 13 <xsd:element name="Street" type="xsd:string"/> 14 <xsd:element name="City" type="xsd:string"/> 15 <xsd:element name="State" type="xsd:string"/> 16 <xsd:element name="Zip" type="xsd:string"/> 17 <xsd:element name="Sex" type="xsd:string"/> 18 <xsd:element name="LicenseType" type="xsd:string"/> 19 <xsd:element name="Height" type="xsd:string"/> 20 <xsd:element name="EyeColor" type="xsd:string"/> 21 <xsd:element name="Endorsements" type="EndorsementsType"/> 22 <xsd:element name="Restrictions" type="RestrictionsType"/> 23 <xsd:element name="OrganDonor" type="xsd:boolean"/> 24 <xsd:element name="Veteran" type="xsd:boolean"/> 25 <xsd:element name="RealId" type="xsd:boolean"/> 26 <xsd:element name="Enhanced" type="xsd:boolean"/> 27 <xsd:element name="DocumentDiscriminator" type="xsd:string"/> 28 <xsd:element name="Signature" type="xsd:base64Binary"/> 29 <xsd:element name="ParentSignature" type="xsd:base64Binary"/> 30 <xsd:element name="Photo" type="xsd:base64Binary"/> 31 </xsd:sequence> 32 </xsd:complexType> 33 <xsd:complexType name="EndorsementsType"> 34 <xsd:sequence> 35 <xsd:element name="Endorsement" type="xsd:string"/> 36 </xsd:sequence> 37 </xsd:complexType> 38 <xsd:complexType name="RestrictionsType"> 39 <xsd:sequence> 40 <xsd:element name="Restriction" type="xsd:string"/> 41 </xsd:sequence> 42 </xsd:complexType> 43 </xsd:schema



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16. DHR Response Format A SOS 10/03/19 1434 LEIN. MI3300210 ??;?;ANNE CARR DRIVER;112062. FOR:BATES/MSP OPR:BATES


LICENSE INFORMATION:

ANNE CARR DRIVER DOB: 11/20/1986 SEX: M 7064 CROWNER DRIVE HGT: 505 WGT: 130 EYE: BRO

LANSING MI 48980 OLN: D-616-067-108-888

FORMAT: HORIZONTAL

REAL ID: YES LIC TYPE: CHAUFFEUR ISSUED: 10/01/2003

ORGAN DONOR: YES PRINTED: 10/05/2003

EXP: 11/20/2017

BRANCH: 207 TRANS: 0009 CLERK: G

SPECIAL ENDORSEMENTS: FARM, RECREATION, OPERATOR, MOTORCYCLE, MOPED

DRIVER RESTRICTIONS: CORRECTIVE LENS, R OUTSIDE MIRROR, DAYLIGHT DRIVING ONLY, ALL HAND CONTROLS

<DRIVER’S IMAGE 1> <DRIVER’S SIGNATURE

1>

ISSUED: 10/01/2003

PRINTED:

10/05/2003

EXP:

11/20/2017


2>

ISSUED: 10/01/2003

PRINTED:

10/05/2003

EXP:

11/20/2017


3>

ISSUED: 10/01/2003

PRINTED:

10/05/2003

EXP:

11/20/2017


4>

ISSUED: 10/01/2003

PRINTED:

10/05/2003

EXP:

11/20/2017


5>


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17. MiDRS List Response Format A SOS 10/03/19 1434 LEIN. MI3300210 ??;?;ANNE CARR DRIVER;112062. FOR:BATES/MSP OPR:BATES


NAM: DRIVER, ANNE CARR ADD: 7064 CROWNER DRIVE, LANSING, MI 48917 OLN: D-616-067-108-888 DOB: 11/20/1962 SEX: F

NAM: SMITH, CAROLINE MARIE ADD: 7064 CROWNER DRIVE, LANSING, MI 48917 OLN: D-616-067-108-888 DOB: 11/20/1962 SEX: F

NAM: SMITH, ROBERT DEWAYNE JR ADD: 7064 CROWNER DRIVE, LANSING, MI 48917OLN: D-616-067-108-888 DOB: 11/20/1962 SEX: F


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18. BPE Sample XML 1 <?xml version="1.0" encoding="UTF-8"?>  2 <xsd:schema xmlns:xsd="http://www.w3.org/2001/XMLSchema"> 3 <xsd:element name="Action" type="xsd:string"/> 4 <xsd:element name="DriversLicenseNumber" type="xsd:string"/> 5 <xsd:element name="DriversLicenseState" type="xsd:string"/>

6 <xsd:element name="FirstName" type="xsd:string"/> 7 <xsd:element name="MiddleName" type="xsd:string"/> 8 <xsd:element name="LastName" type="xsd:string"/> 9 <xsd:element name="Suffix" type="xsd:string"/>

10 <xsd:element name="DateOfBirth" type="xsd:date"/> 11 <xsd:element name="Sex" type="xsd:string"/> 12 <xsd:element name="Street" type="xsd:string"/> 13 <xsd:element name="City" type="xsd:string"/> 14 <xsd:element name="State" type="xsd:string"/> 15 <xsd:element name="Zip" type="xsd:string"/> 16 <xsd:element name="Instrument" type="xsd:string"/> 17 <xsd:element name="ArrestORI" type="xsd:string"/> 18 <xsd:element name="ArrestDate" type="xsd:date"/> 19 <xsd:element name="ArrestTime" type="xsd:string"/> 20 <xsd:element name="ArrestCharge" type="xsd:string"/> 21 <xsd:element name="ArrestLocation" type="xsd:string"/> 22 <xsd:element name="ComplaintNumber" type="xsd:string"/> 23 <xsd:element name="Drugs" type="xsd:string"/> 24 <xsd:element name="BAC" type="xsd:decimal"/> 25 <xsd:element name="BAC2" type="xsd:decimal"/> 26 <xsd:element name="BAC3" type="xsd:decimal"/> 27 <xsd:element name="RefusalDate" type="xsd:date"/> 28 <xsd:element name="RefusalTime" type="xsd:string"/> 29 <xsd:element name="ArrestingOfficer" type="ArrestingOfficerType"/> 30 <xsd:element name="VehicleType" type="xsd:string"/> 31 <xsd:element name="LicensePlateNumber" type="xsd:string"/> 32 <xsd:element name="LicensePlateState" type="xsd:string"/> 33 <xsd:element name="LEINSequenceNumber" type="xsd:string"/> 34 <xsd:element name="Correction" type="CorrectionType"/> 35 <xsd:complexType name="ArrestingOfficerType"> 36 <xsd:sequence> 37 <xsd:element name="Officer" type="xsd:string"/> 38 <xsd:element name="Badge" type="xsd:string"/> 39 <xsd:element name="ORI" type="xsd:string"/> 40 </xsd:sequence> 41 </xsd:complexType> 42 <xsd:complexType name="CorrectionType"> 43 <xsd:attribute name="OriginalDriversLicenseNumber" type="xsd:string"/> 44 <xsd:attribute name="OriginalDriversLicenseState" type="xsd:string"/> 45 <xsd:attribute name="OriginalArrestDate" type="xsd:date"/> 46 </xsd:complexType> 47 </xsd:schema>



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19. BPR Sample XML 1 <?xml version="1.0" encoding="UTF-8"?>  2 <xsd:schema xmlns:xsd="http://www.w3.org/2001/XMLSchema"> 3 <xsd:element name="Successful" type="xsd:boolean"/> 4 <xsd:element name="Error" type="ErrorType"/> 5 <xsd:complexType name="ErrorType"> 6 <xsd:sequence> 7 <xsd:element name="Error" type="xsd:string"/> 8 <xsd:element name="ErrorDescription" type="xsd:string"/> 9 </xsd:sequence>

10 </xsd:complexType> 11 </xsd:schema>



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20. SKR Presentation Format A SOS 00001 78 01/31/20 0748 LEIN. MI3300210 28;2;ANNE CARR DRIVER;112062. FOR:BATES/MSP CJIC OPR:BATES MICHIGAN SNOWMOBILE STATUS/HISTORY RESPONSE FOR QUERY: D616067108888 ANNE CARR DRIVER DOB: 01/10/1986 SEX: M IMAGE: YES 7064 CROWNER DRIVE HGT: 505 WGT: 130 EYE: BRO LANSING MI 48980 CTZ: LIMITED TERM VISA SNOWMOBILE OPERATOR STATUS: VALID OPERATOR CONVICTION INFORMATION: VIOLATION/CITATION DATE OF VIOLATION/CITATION: 08/04/2011 CONVICTION DATE: 10/06/2011 COURT LOCATION: DETROIT MARINE SAFTEY – OPERATED WHILE IMPAIRED BY LIQUOR

TICKET: TEST34152 CHARGE: 1630 PTS: 6 TRIAL: PLEA UID:0002 SNOWMOBILE PRIVELEGE **** ACTION DATES: FROM 03/28/2018 THROUGH SUSPENDED MIDNIGHT OF 07/19/2018 TICKET: TEST34152

ACTIVITY TRACKING: 0002 UID:0001 SNOWMOBILE RECORD - NATURAL RESOURCE AND ENVIRONMENTAL PROTECTION ACT VIOLATIONS ONLY. THESE CONVICTIONS ARE NOT DRIVING VIOLATIONS UNDER THE MICHIGAN VEHICLE CODE. MI SOS


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21. BKR Presentation Format A SOS 00001 78 01/31/20 0748 LEIN. MI3300210 27;2;ANNE CARR DRIVER;112062. FOR:BATES/MSP CJIC OPR:BATES MICHIGAN WATERCRAFT STATUS/HISTORY RESPONSE FOR QUERY: D616067108888 ANNE CARR DRIVER DOB: 01/10/1986 SEX: M IMAGE: YES 7064 CROWNER DRIVE HGT: 505 WGT: 130 EYE: BRO LANSING MI 48980 CTZ: LIMITED TERM VISA WATERCRAFT OPERATOR STATUS: VALID OPERATOR CONVICTION INFORMATION: VIOLATION/CITATION DATE OF VIOLATION/CITATION: 08/04/2011 CONVICTION DATE: 10/06/2011 COURT LOCATION: DETROIT MARINE SAFTEY – OPERATED WHILE IMPAIRED BY LIQUOR

TICKET: TEST34152 CHARGE: 1630 PTS: 6 TRIAL: PLEA UID:0002 WATERCRAFT PRIVELEGE **** ACTION DATES: FROM 03/28/2018 THROUGH SUSPENDED MIDNIGHT OF 07/19/2018 TICKET: TEST34152

ACTIVITY TRACKING: 0002 UID:0001 WATERCRAFT RECORD - NATURAL RESOURCE AND ENVIRONMENTAL PROTECTION ACT VIOLATIONS ONLY. THESE CONVICTIONS ARE NOT DRIVING VIOLATIONS UNDER THE MICHIGAN VEHICLE CODE. MI SOS


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22. OKR Presentation Format A SOS 00001 78 01/31/20 0748 LEIN. MI3300210 29;2;ANNE CARR DRIVER;112062. FOR:BATES/MSP CJIC OPR:BATES MICHIGAN ORV STATUS/HISTORY RESPONSE FOR QUERY: D616067108888 ANNE CARR DRIVER DOB: 01/10/1986 SEX: M IMAGE: YES 7064 CROWNER DRIVE HGT: 505 WGT: 130 EYE: BRO LANSING MI 48980 CTZ: LIMITED TERM VISA ORV OPERATOR STATUS: VALID OPERATOR CONVICTION INFORMATION: VIOLATION/CITATION DATE OF VIOLATION/CITATION: 08/04/2011 CONVICTION DATE: 10/06/2011 COURT LOCATION: DETROIT MARINE SAFTEY – OPERATED WHILE IMPAIRED BY LIQUOR

TICKET: TEST34152 CHARGE: 1630 PTS: 6 TRIAL: PLEA UID:0002 ORV PRIVELEGE **** ACTION DATES: FROM 03/28/2018 THROUGH SUSPENDED MIDNIGHT OF 07/19/2018 TICKET: TEST34152

ACTIVITY TRACKING: 0002 UID:0001 ORV RECORD - NATURAL RESOURCE AND ENVIRONMENTAL PROTECTION ACT VIOLATIONS ONLY. THESE CONVICTIONS ARE NOT DRIVING VIOLATIONS UNDER THE MICHIGAN VEHICLE CODE. MI SOS





VARIOUS

Jarrod Barron

[email protected]

Steve Sawatzky



CV0017417

630-754-8820


(517) 249-0406STATE

Pro

gra

m

Manager

Contra

ct

Adm

inistra

tor

CO

NTRACTO

R

DTMB

[email protected]

$2,025,887.52



December 31, 2017


3 - 1 Year





☒ 1 Year ☐ December 31, 2020


$0.00 $2,025,887.52

Effective 10/23/2019, the State exercises the final option year and utilizes existing contract funds for the attached quote. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency and DTMB procurement.


DESCRIPTION

CONTRACT SUMMARY


Program Managersfor




Computer Projects of Illinois, Inc. 400 Quadrangle Drive, Suite F

Phone (630) 754-8820 Fax (630) 754-8835

The Information Provided By This Document Is Considered Confidential And Is Intended For Use, Possession and Dissemination Only By Those Parties

To Whom It Was Distributed By Computer Projects OF Illinois, Inc.

Computer Projects of Illinois, Inc. Quotation #

MI – 2020 - MNTC

Michigan State Police LEIN Message Switching System

Annual Maintenance

Please note the CPI Quote # on all Purchase Orders and Invoice Payments.

To: Kevin Collins Michigan State Police 715 Harris Dr. Dimondale, MI 48821 (517) 241-0641 [email protected]

Date: 10/22/2019 Quote good for: 120-Days

Remarks: Extension of current annual maintenance agreement for the OpenFox® Message Switching system for period 1/1/2020 – 12/31/2020

From: Marc Smith

Shipping: N/A

Est. Completion: 12/31/2020

Product Description

Quantity

nit price Total

1. OpenFox® Message Switch Software License renewal and Support and Maintenance for the period 01/1/2019 through 12/31/2019.

1

$137,750.55

$137,750.55

TOTAL $137,750.55






VARIOUS

Sean Regan

[email protected]

Steve Sawatzky



CV0017417

630-754-8820


(517) 243-8459STATE

Pro

gra

m

Manager

Contra

ct

Adm

inistra

tor

CO

NTRACTO

R

MSP

DTMB

$2,025,887.52


LAW ENFORCEMENT INFORMATION NETWORK - DISASTER RECOVERY SOFTWARE, MAINTENANCE, SUPPORT, AND INSTALLATION SERVICES

December 31, 2017


3 - 1 Year



☐ P-Card ☐ PRC ☒ Other ☐ Yes ☒ NoMINIMUM DELIVERY REQUIREMENTS



☐ ☐ December 31, 2019


$0.00 $2,025,887.52

Effective February 15, 2019, the Michigan State Police are adding two Statement's of Work to this contract, as outlined below:1. To configure new presentation stylesheets to display snowmobile and watercraft list responses2. To install Archive v3 within the State's LEIN Test and Production environments

No additonal funding is needed at this time; existing funds are adequate to support this change.

All other terms, conditions, sepcifcations and pricing remain the same. Per contractor, agency, and DTMB procurment.


DESCRIPTION

CONTRACT SUMMARY

[email protected]



Program Managers

for


DTMB Ramesh Devaram 517-898-6895 [email protected]



Archive v3 Installation

Statement of Work

MI-2018-ARC3

Computer Projects of Illinois, Inc.

400 Quadrangle Drive Bolingbrook, IL 60440

(630) 754-8820

Archive V3 Installation SOW MI-2018-ARC3

COPYRIGHT © 2018 COMPUTER PROJECTS OF ILLINOIS, INC. ALL RIGHTS RESERVED

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Revision Tracking The following is the document control for the revisions to this document.

Revision Date of Issuance Author(s) Brief Description of Change

0.01 10/8/2018 Nick Sinon Original draft

0.02 10/15/2018 Nick Sinon Revisions from CPI Directors

0.03 10/17/2018 Lori Ambrose Revisions from Director PM review

0.04 10/18/2018 Lori Ambrose Revisions from Project Advisory Board review

1.00 10/19/2018 Nick Sinon Version for CPI and State acceptance

Definitions The following are definitions of terms, abbreviations and acronyms used in this document.

Term, Abbreviation or Acronym Definition

CPI Computer Projects of Illinois, Inc.

DTMB Michigan Department of Technology, Management and Budget

MKE Message Key Transactions

MSP (“the State”) Michigan State Police

NCIC National Crime Information Center

Nlets National Law Enforcement Telecommunications System

PCR Project Change Request

SOW Statement of Work

UAT User Acceptance Testing

VPN Virtual Private Network

WBS Work Breakdown Structure

CPI Reviewers The following are the required CPI Reviewer(s) and Approver(s) of this document.

Department/Role Reviewer Name Review Date

Director, Data Services Karen Yuan C/R 10/15/2018

Director, Database Cathy Wantroba C/R 10/17/2018

Director, User Apps Maria Martinez C/R 10/15/2018

Director, Message Switch Tim Edwards C/R 10/16/2018

Director, Project Management Lori Ambrose C/R 10/17/2018

Manager, Sales and Marketing Marc Smith C/R 10/18/2018

Project Advisory Board Kevin Sawatzky, Ryan Sawatzky, Steven Sawatzky

R/A 10/18/2018



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TABLE OF CONTENTS

1 INTRODUCTION ............................................................................................................... 1

2 SCOPE OF WORK ............................................................................................................ 1 2.1 System Integration ................................................................................................... 1 2.2 Hardware Configuration ........................................................................................... 1 2.3 Testing Strategy ...................................................................................................... 1 2.4 Training Strategy and Knowledge Transfer .............................................................. 2 2.5 Project Exclusions ................................................................................................... 2

3 ASSUMPTIONS, CONSTRAINTS, AND DEPENDENCIES .............................................. 2

4 PROJECT RISKS ............................................................................................................. 3

5 WORK REQUIREMENTS ................................................................................................. 3 5.1 CPI Responsibilities ................................................................................................. 3 5.2 Customer Responsibilities ....................................................................................... 4

6 DELIVERABLE AND MILESTONE SCHEDULE .............................................................. 5

7 PROJECT ACCEPTANCE CRITERIA .............................................................................. 6 7.1 Acceptance Period .................................................................................................. 6 7.2 Acceptance Criteria ................................................................................................. 6 7.3 Completion .............................................................................................................. 6 7.4 Rejection ................................................................................................................. 6

8 PERIOD OF PERFORMANCE .......................................................................................... 7

9 PLACE OF PERFORMANCE ........................................................................................... 7

10 OTHER REQUIREMENTS ................................................................................................ 7

11 PRIMARY CONTACTS ..................................................................................................... 8

12 PRICING AND MAINTENANCE ........................................................................................ 9 12.1 Pricing ..................................................................................................................... 9 12.2 Invoicing .................................................................................................................. 9 12.3 Maintenance ............................................................................................................ 9 12.4 Not Work for Hire ..................................................................................................... 9



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Project Title: Archive V3 Installation

CPI Project ID/Quote #: MI-2018-Archive3


Date: 2/19/2019


Phone: (517) 284-3046


Phone: (630) 754-8820 x163

1 INTRODUCTION

This Statement of Work (SOW) describes the scope of work required to complete the Archive v3 Installation project for Michigan State Police (“the State”). The SOW provides an overall structure, schedule, and price for the installation, configuration, testing and implementation of the Archive v3 product and services based upon the requirements and information supplied by the State through documentation and information exchanges.

2 SCOPE OF WORK

Computer Projects of Illinois, Inc. (CPI) will install Archive v3 within the State’s LEIN Test and Production environments. The high-level scope for this project is outlined below:

• Day-forward installation and configuration of Archive v3, in Test and Production • Access to Archive v1 data will be made available in Production

2.1 System Integration

Archive v1 data will be accessible through the OpenFox® Desktop, in the State’s Production environments. Archive v3 will be a day-forward installation. After Archive v3 installation, all messages will be archived in v3 only and nothing further will be added to v1.

2.2 Hardware Configuration

The hardware will be provided by the State and will consist of a Windows-based system with sufficient processing power, memory and disk to satisfy data storage requirements, as detailed in Appendix A of the AIX to Linux SOW. The State will also provide access and licensing to all Oracle 12c databases.


CPI will work with the State to develop a high-level test plan to ensure the system functions in accordance with the SOW. The State is responsible for testing and approving the final product prior to production implementation.



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CPI-provided training is not included.


The following are outside the scope of the project and are not covered by this Statement of Work:

• No new product functionality and customization will be delivered as a result of this project • Data conversion from Archive v1 to Archive v3 • Procurement, installation, maintenance, support, and system administration for the

associated hardware, operating system (OS), databases, and virtualization software is the responsibility of the State

3 ASSUMPTIONS, CONSTRAINTS, AND DEPENDENCIES

This statement of work is based upon the requirements and information supplied by the State through documentation and information exchanges. Changes in project scope or assumptions after this Statement of Work is approved and a purchase order issued may result in additional cost or schedule impacts. The following assumptions were made when preparing this SOW:

• CPI will have complete access to all needed databases, interfaces and the OpenFox® Message Switch resources via Virtual Private Network (VPN) or other external validation technique as provided by the State.

• CPI and the State will coordinate the testing effort of all interfaces and timing of go-live. • Resources will be brought in and out of the project as needed, according to the project

staffing plan and at the direction of the resource managers. • All development and testing work is performed during normal business hours (8:00 am –

5:00 pm CT, Monday – Friday) using standard CPI development methodologies, except where stipulated in this SOW and/or mutually agreed to by both parties in writing.

• Any required changes to existing non-CPI, the State System Certified Client Software, user agency interface, and/or mobile vendor software is the responsibility of the State and the third-party vendor to identify, coordinate, and implement. If a change is necessary, CPI will communicate the need, and the details of the change to the State within four (4) weeks for third-parties to negotiate the change.

• All changes to this SOW must be documented in writing and signed by the requestor. The State and CPI Project Managers will analyze these requests and generate initial assessment as to the impact on cost and/or schedule within five (5) business days.

• Any changes to the work effort may require review of scope, schedule and/or pricing; and the possibility of additional charges and/or lengthening of the project schedule.

• Downtime associated with the loading of data into Archive v3 will be approved by the State and scheduled in advanced. The downtime for loading data into Archive v3 for the CPI quoted services will total no more than two (2) hours unless mutually agreed to by both



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parties in writing, or unless the delay is due to the State.

4 PROJECT RISKS

The State acknowledges and understands that there are inherent risks arising from the utilization of the deliverables as specified by the State and provided by CPI pursuant to this SOW. Potential risks to the outcome or performance of the project include the following:

• If the State staff is unavailable to conduct and complete User Acceptance Testing (UAT) within the allotted timeframe, then the project timeline will be impacted.

• Delays may occur if the State servers experience hardware failures, are offline, inaccessible, or unstable

• The proposed schedule is dependent upon the State having procured, installed, and configured the hardware and software as part of the AIX to Linux migration. Delays caused by the State may impact the project schedule

• The proposed schedule is dependent upon the State having allocated the appropriate storage requirements to all Archive v1 & v3 databases in the State’s Test and Production environments. Delays caused by the State may impact the project schedule.

• Additional costs or schedule delays will be incurred if the State or third-party resources are unavailable for coordinated testing and approval of the deliverables.

• If this project is paused or delayed for any cause or reason not attributable to the acts of CPI for a duration exceeding 30 consecutive calendar days, a Project Change Request (PCR) is required to resume the project and may result in increased cost and/or billable maintenance hours.

• DTMB has decided to install network attached storage (NAS) for the Archive v1 & v3 Oracle databases. CPI uses and recommends SAN storage for mission critical applications. Therefore, the State assumes the full risk and accepts responsibility for diagnosing and resolving latency or performance issues that may occur as a result of implementing NAS.

5 WORK REQUIREMENTS



• Project Management: o Coordinate with the State including routine project status meetings and information

exchange o Present written and/or verbal status at weekly meeting

• Planning: o Create project management plan including Work Breakdown Structure (WBS), project

schedule, testing plan, implementation plan, resource plan, and transition plan



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o Present detailed project plan to the State for review and approval o Conduct a project kickoff meeting

• Discovery and Design: o Work with the State to gather requirements o Document configuration and systems design based on collected requirements

• Configuration and Testing: o Complete all configuration and coding for implementation of the system o Test the components to ensure the system is working as designed o Work with the State to develop a high-level test plan to ensure the system functions in

accordance with the SOW or specification document o Resolve any configuration and coding issues identified during testing o Compile a testing report to present to the State for review/approval

• Implementation and Cutover: o Support the State’s UAT o Implement the OpenFox Archive v3 changes upon acceptance by the State

• Project Transition and Closure: o Provide the State with all documentation in accordance with the approved transition

plan o Present final Deliverable Acceptance Form to the State for review and approval o Present invoices for milestone payment(s) upon deliverable acceptance



• Project oversight to include a point of contact • Coordinate required communications with other state departments, or third-party vendors • Provide resources in a reasonably timely manner for discovery and testing as required for

this project • Develop a UAT Plan and complete UAT testing within 30 days of delivery of the requested

changes • Final approval to move to Production (PROD) • Procurement, installation, maintenance, tuning, support, and system administration for the

associated hardware, operating system (OS), databases, network security and performance, third-party software, and virtualization (VM) software, including Windows Operating System and Oracle 12c with appropriate number of licenses

• Administration of the Archive databases • Backup strategy to include OS backups in addition to periodic database backups • The State will be responsible for the OS and databases to include downloading and

applying patches, updates, and security vulnerability fixes • The State will be responsible for all database resource allocation



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6 DELIVERABLE AND MILESTONE SCHEDULE

Following are the initial deliverables and milestones identified for the project. Actual dates will be determined once the SOW is executed and the Purchase Order (PO) is received from the State.




Agreed-on Project Scope Within 90 calendar days from date of submission to the State

Milestone


Valid Authorization to Bill or Physical PO received

Contract 071B3200068 Change Notice No. 3 Received 8/18/2015

Milestone



Within 3 weeks after meeting all of the conditions specified in section 8

Written Deliverable



Milestone




Written Deliverable


• Complete the scope of work as described in section 2 of this SOW

• Testing Plan Verified as described in section 7.2 of this SOW


Service


Testing performed the State to validate the functionality in accordance with the approved specification and established acceptance criteria

Within 30 calendar days after Configuration and Testing Complete

Payment Milestone



Within 10 calendar days after Validation and UAT Complete

Service



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Successful Cutover and Acceptance by the State

Within 30 calendar days after Implementation and Cutover Complete

Payment Milestone

7 PROJECT ACCEPTANCE CRITERIA


The Customer will have 30 calendar days following the date of delivery from CPI to assess and test the Archive v3 Client.


Acceptance Criteria for the project will be based on a User Acceptance Test (UAT) Plan. CPI will work with the State to develop a test plan to ensure all aspects of the system are functioning to specification. Successful UAT will consist of the following:

• Verify data can be pushed to Archive v3 • Verify that reports can be run on the data in ARV v3 • Verify templates save in Archive v3 correctly • Verify that indexes are working correctly • Verify that the Fennec Broker is queueing and reporting on requests correctly • Verify Archive v1 data is accessible through OpenFox Desktop

7.3 Completion

Each deliverable created under this Statement of Work will be delivered to the State with a Deliverable Acceptance Form. This form will describe the deliverable and provide the State project manager 30 calendar days to indicate if the deliverable is accepted or rejected. If CPI delivers the products and/or services in accordance with the approved Specifications, then CPI will be deemed to have completed its delivery obligations.

7.4 Rejection

If CPI fails to deliver the products and/or services in accordance with the Specifications, the State shall detail in writing the reason for rejection. CPI will correct any non-conformities identified by the State pursuant to this Statement of Work within five (5) business days or in a mutually agreed upon time frame, at no additional cost to the State. Upon delivery of the corrected product and/or services, the process of the 30-day acceptance testing will resume.



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8 PERIOD OF PERFORMANCE

A project start date will be determined when all of the following conditions are met:

1) fully executed Statement of Work, and 2) receipt of appropriate approval/billing authority, such as a Purchase Order, and 3) all required predecessor projects are complete, including MI-2017-002 AIX to VM Linux

Conversion, and 4) CPI and the State resources are assigned and ready to start the work, and 5) security clearances are received, if applicable

CPI estimates the time to configure, implement, test, and accept all the components detailed in this document will be completed within three (3) months from the confirmed start date of the project. Actual timelines may be affected by the results of the discovery process or other factors outside the control of CPI.

9 PLACE OF PERFORMANCE

All OpenFox configurations and installation items will be performed remotely from the CPI facility in Bolingbrook, Illinois.

10 OTHER REQUIREMENTS

No additional requirements have been identified.



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11 PRIMARY CONTACTS

The following personnel shall provide management oversight for the project and serve as the primary points of contact for day-to-day communication for their respective organizations.

Michigan State Police OPERATIONAL Kevin Collins Field Support Section Manager Criminal Justice Information Center Michigan State Police PO Box 30634 Lansing, MI 48909 TX: 527-284-3046 FAX: 517-241-0865 Email: [email protected]

Department of Technology, Management & Budget TECHNICAL Gordon Mayes State of Michigan Dept. of Technology Management and Budget 7150 Harris Drive Dimondale, MI 48821 Phone: (517) 241-2257 Email: [email protected]


Nick Sinon Project Manager 400 Quadrangle Drive, Suite A Bolingbrook, IL 60440 Phone: 630-754-8820 x163 Fax: (630) 754-8835 Email: [email protected]






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12.1 Pricing

The following table presents the pricing associated with the tasks for this statement of work. This project is quoted as Fixed Price and is inclusive of all products and services as defined within the scope of this Statement of Work. Any deviation from this project scope or changes to approved deliverables will be subject to the CPI Project Change Request (PCR) process and presented to all parties for approval. Changes or amendment(s) to this SOW may impact the project cost and/or schedule. Pricing is per Contract 071B3200068, Change Notice No. 3.

The work associated with this SOW is assigned CPI Quote number: MI-2018-ARC3.

Item Description Qty Price Total

1 LEIN/Archive Upgrade 1 $20,966.00 $20,966.00

Part 1: Configurator 7.2 Upgrade (cutover to Production completed on 8/20/2018)

Incl Incl

Part 2: Archive v3 Install Incl Incl

Total $20,966.00

12.2 Invoicing

CPI will invoice the State $17,821.00 upon completion of UAT in accordance with sections 6 and 7. CPI will invoice the remaining balance of $3,145.00 upon successful cutover to production in accordance with section 7.3.

12.3 Maintenance

Maintenance for all CPI products and software is included until the next anniversary date of the CPI OpenFox Message Switching System Support and Maintenance Agreement.


This SOW is attached to, and incorporated as part of the Contract between CPI and the State of Michigan, and notwithstanding any conflict in language between the Contract and this SOW, the terms of this SOW shall control. No Work Product is to be provided to the State in connection with Contractor’s obligations under the Contract or this SOW. If this SOW is amended, then Contractor shall specify what Work Product, if any, will be provided (“Contractor’s Specification”). Absent Contractor’s Specification, no Work Product shall be provided in connection with any SOW as amended.





VARIOUS

Sean Regan

[email protected]

Steve Sawatzky



CV0017417

630-754-8820


517-243-8459S

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Pro

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MSP

DTMB

[email protected]

$2,025,887.52


LAW ENFORCEMENT INFORMATION NETWORK (LEIN) DISASTER RECOVERY SOFTWARE, MAINTENANCE, SUPPORT, AND INSTALLATION SERVICES

December 31, 2017


3 - 1 Year






☐ ☐ N/A


$0.00 $2,025,887.52

Effective 1/13/2018, the following amendment is hereby incorporated into the contract to add labels and additional data elements to in-state and Nlets vehicle response presentations. No additional funding is needed at this time; existing funds are adequate to support this change.

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


DESCRIPTION

CONTRACT SUMMARY



Program Managers

for




Project Change Request (PCR)

1

Customer Name: Michigan State Police

Project Name: SOS Vehicles

Project ID and PCR #: MI-2018-001 (01)


Date Requested: 10/25/2018

Customer Point of Contact: Kevin Collins

CPI Point of Contact: Nick Sinon

Change Summary

Michigan State Police (MSP) have requested labels and additional data elements be added to in-state and Nlets vehicle response presentations. All vehicle response presentations will be affected by this change. These response presentations are ’47-53’ presentation, or

standard vehicle response presentation, and the vehicles list response.

Scope of Work

CPI will make the following changes: ● Change the formats and data exchanges for in-state connected devices to include labels

for all field values and additional data elements as highlighted in Appendices A & B. Modify the vehicle list response and the standard vehicle response presentations, 47-53.

● Configure new presentation stylesheets to replicate the presentation response and list response as provided by MSP, shown in Appendix A and Appendix B respectively.

Assumptions

● All configuration and testing work are performed during normal business hours using standard CPI development methodologies, unless otherwise stipulated.

● Any required changes to existing non-CPI software, Agency System Certified Client software, user Agency interface, and/or mobile vendor software is the responsibility of the Agency and the third-party vendor to identify, coordinate, and implement.

● CPI and the State will use the Agency onsite TEST environment to verify functionality prior to User Acceptance Testing and finally the move to Production.

Project Risks

● Current development on the TEST system could be impacted by this development. ● If response presentations for Vehicle data deviates from the formats displayed in

Appendix A and Appendix B, a PCR will be needed to document the change. Schedule and cost will be impacted by this change.

● Changes requested as a result of new requirements from MSP, will require a PCR to add those items to the project scope. Schedule and cost will be impacted by the requested change in scope

Project Exclusions

● This PCR does not include adding labels to the snowmobile and watercraft presentation responses


2

Payment

This project is inclusive of all products and services as defined within this Project Change Request (PCR). Additional changes or amendment(s) to this PCR form may impact the project cost and/or schedule.

CPI will invoice the State the following amount upon delivery to User Acceptance Testing:

☒ Fixed Price of $20,240.00 USD

The State will be invoiced $17,204.00 upon completion of UAT, in accordance with section 7 of the SOW. The State will be invoiced the remaining balance of $3,036.00 upon successful cutover to production in accordance with Section 7.3 of the SOW.

Period of Performance

Dates will be determined when this PCR is accepted by the State and CPI. CPI estimates the time to configure, test, and implement the enhancements detailed in this document will be completed within one (1) month of the confirmed PCR execution date. Actual timelines may be affected by factors outside the control of CPI.

Customer Acceptance: Acceptance Date:

CPI Acceptance: Acceptance Date:


3

Appendix A: New Format with Labels Added

TITLE INFORMATION: *TITLE MAILED TO SECURED INTEREST HOLDER* VYR: 2015 VMA: JEEP VMO: WRANGER VIN: 11111111111111111 VST: STA-WAGON MILES: 60000 MILEAGE CODE: A

PRIMARY COLOR: RED SECONDARY COLOR: BLACK FUEL: ELECTRIC FOREIGN-IN MPT CODE: POLICE TITLE DATE: 09/19/2018 TITLE #: MI1195420000

CMV WEIGHT INFORMATION: (ONLY FOR CMVS) CURRENT WEIGHT: 100,000 GROSS LADEN WEIGHT: 100,000 MAX LOAD WEIGHT: 100,000 UNLADEN WEIGHT: 100,000

**09/19/2018 STOLEN – CONFIRM WITH ENTERING JURIDICTION MI3300210**

REGISTRATION INFORMATION: LIC: 999YZZ LIC DESCRIPTION: BRIDGE EIV: Y LIT: DX (HANDICAP) *HCPLT* REGISTRATION TYPE: ORIGINAL ISSUE DATE: 07/29/2018 EXP DATE: 11/16/2019

GVW: 80,000

**NOT A VALID PLATE** RECREATION PASSPORT

TITLE HOLDER INFORMATION: ANNE CARR DRIVER 7064 CROWNER DR LANSING MI 48901-1111 D-123-456-789-012

*ADDRESS FROM DRIVER LICENSE* *FULL RIGHTS TO SURVIVOR* NO SECURED INTEREST ON RECORD

LIENHOLDER: ANNE CARR DRIVER 11111 S GRANGE RD EAGLE MI 48822-9533

ADDITIONAL LIENHOLDER: ANNE CARR DRIVER 11111 S GRANGE RD EAGLE MI 48822-9533

PREVIOUS PLATE HISTORY (SAME OWNER): LIC: B84010 LIT: PC EXP DATE: 11/16/2019 LIC DESCRIPTION: PENINSULA TYPE: ORIGINAL

CEASE REASON: REGISTRATION WAS REPLACED

PREVIOUS REGISTRATION HISTORY FOR 999YZZ:

VIN: 12345678912345678 DATE: 11/02/2018 TYPE: TRANSFER

**REPORTED AS REPLACED**

MI SOS


4

Appendix B: Vehicle List Response with Labels

New List Response to add City, State, Zip Code, Vehicle Make (VMA), Vehicle Model (VMO), and Vehicle Year (VYR).

A SOS 00001 7 09/17/18 1212 LEIN.

MI3300210

MICHIGAN MOTOR VEHICLE REGISTRATION RESPONSE

FOR QUERY: NAM/DRIVER, ANNE.

DRIVER ANNE CARR 7064 CROWNER DR LANSING MI 48901

VIN: 1GCGTDE35G1408000 VMA: JEEP VMO: WRANGLER VYR: 2015


PC: BAB0010 VMA: JEEP VMO: WRANGLER VYR: 2015




TL: A000003 VMA: JEEP VMO: WRANGLER VYR: 2015




PC: BAB0001 VMA: JEEP VMO: WRANGLER VYR: 2015


PE: 999YZZ VMA: JEEP VMO: WRANGLER VYR: 2015


MC: 00AA5 VMA: JEEP VMO: WRANGLER VYR: 2015

8 RECORDS FOUND.

END OF MICHIGAN SOS RESULTS

IF MAXIMUM RECORDS (250) REACHED, THE BELOW CAVEAT SHOULD BE AT THE BOTTOM OF THE RESPONSE:

MAXIMUM OF 250 RECORDS DISPLAYED. MODIFY SEARCH CRITERIA TO NARROW RESULTS.


IF NO RECORDS ARE FOUND, THE BELOW CAVEAT SHOULD BE AT THE BOTTOM OF THE RESPONSE:

MICHIGAN MOTOR VEHICLE REGISTRATION RESPONSE

FOR QUERY: NAM/DRIVER, ANNE.

NO RECORDS FOUND.






VARIOUS

Sean Regan

[email protected]

Steve Sawatzky



CV0017417

630-754-8820


(517) 243-8459STATE

Pro

gra

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Manager

Contra

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Adm

inistra

tor

CO

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MSP

DTMB

[email protected]

$2,075,887.52



December 31, 2017


3 - 1 Year








$0.00 $2,075,887.52

Effective December 6, 2018, the Michigan State Police (MSP) are exercising option year two of three on the contract. Per the attached quote, MSP are using existing funds in the amount of $133,191.00 for this option year. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency and DTMB procurement.


DESCRIPTION

CONTRACT SUMMARY



Program Managers

for








VARIOUS

Sean Regan

[email protected]

Steve Sawatzky



CV0017417

630-754-8820


(517) 243-8459STATE

Pro

gra

m

Manager

Contra

ct

Adm

inistra

tor

CO

NTRACTO

R

MSP

DTMB

[email protected]

$2,025,887.52



December 31, 2017


3 - 1 Year



☐ P-Card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ NoMINIMUM DELIVERY REQUIREMENTS



☐ ☐ December 31, 2018


$0.00 $2,025,887.52

Effective September 11th, 2018, the Michigan State Police are using $124,800.00 of existing funds on the contract to migrate all existing OpenFox® functionality in the AIX server environments to the new Linux/RHEL VM environments provided by the State, per the attached Statement of Work. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency and DTMB Procurement.


DESCRIPTION

CONTRACT SUMMARY



Program Managers

for





AIX to VM Linux Conversion

Statement of Work

MI-2017-002

Computer Projects of Illinois, Inc. 400 Quadrangle Drive, Suite F

Bolingbrook, IL 60440 (630) 754-8820

AIX to VM Linux Conversion SOW MI-2017-002

Revision 2.00


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Revision Date of

Issuance Author(s) Brief Description of Change 1.00 12/22/2017 Lori Ambrose Version for State acceptance 1.01 01/11/2018 Lori Ambrose Per email from Kevin Collins dated 1/10/2018:

Section 3 added last bullet regarding DR Section 5.2 removed bullets pertaining to DR Section 12 removed item 4 OpenFox Licensing

1.02 3/8/2018 Lori Ambrose Revisions per joint State and CPI review 1.03 3/26/2018 Whitnie Zucker Revisions per State review 1.04 4/13/2018 Lori Ambrose Accepted agreed to changes, modified sections 6 and

12, replaced “MSP” with “the State” 1.05 4/30/2018 Lori Ambrose Clarified A/R V1 will remain on Windows and A/R V3

will be installed on Linux 1.06 8/8/2018 Lori Ambrose Modified sections 2, 2.1, 2.3, 2.6, 4, 5.2, 6, 12.1, 12.2

and 13 per the State’s system configuration and requirements changes

1.07 8/22/2018 Lori Ambrose Removed all references to A/R V3 from Scope and Pricing table. Note: the SSD still includes the system specifications for A/R V3 so that MSP can account for this in their VM planning and design. Added A/R V3 to section 2.6 Project Exclusions. Clarified section 2 and 2.3 to reflect the States decision to migrate A/R V1 to Windows 2016. Corrected line-item Pricing.

1.08 9/4/2018 Lori Ambrose Clarified section 12.2; added reference to sections 6 and 7

2.00 9/4/2018 Lori Ambrose Final version for CPI and MSP acceptance Definitions The following are definitions of terms, abbreviations and acronyms used in this document.

Term, Abbreviation or Acronym Definition A/R Archive and Retrieval CPI Computer Projects of Illinois, Inc. DEV Development system DR Disaster Recovery DTMB Michigan Department of Technology, Management and Budget MSP ("the State”) Michigan State Police NCIC National Crime Information Center Nlets The International Justice and Public Safety Network OpenFox OpenFox® Message Switching System PCR Project Change Request PO Purchase Order PROD Production system RHEL Red Hat Enterprise Linux SOW Statement of Work SSD System Specification Document (Appendix A)


Revision 2.00


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Term, Abbreviation or Acronym Definition UAT User Acceptance Testing VM Virtual Machine VPN Virtual Private Network WBS Work Breakdown Structure

CPI Reviewers The following are the required CPI Reviewers (R) and Approvers (A) of this document.

Department/Role Reviewer Name Review Date Director, Communications Ian Warner C/R 12/21/2017 Director, Databases Cathy Wantroba C/R 12/21/2017 Engineer, Systems Carl Cochran C/R 12/20/2017 Director, Transaction Processing Tim Edwards C/R 12/21/2017 Director, Project Management Lori Ambrose C/R 12/21/2017 Manager, Sales and Marketing Marc Smith C/R 12/19/2017 Project Advisory Board Kevin Sawatzky, Ryan Sawatzky,

Steven Sawatzky R/A 12/21/2017


Revision 2.00


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TABLE OF CONTENTS

1 INTRODUCTION .................................................................................................................. 1

2 SCOPE OF WORK .............................................................................................................. 1 2.1 Hardware Configuration ............................................................................................. 1

2.1.1 Red Hat Enterprise Linux (RHEL) Virtual Machine ........................................ 2 2.1.2 Windows Virtual Machine ............................................................................... 2

2.2 OpenFox® Message Switching Systems ................................................................... 2 2.3 OpenFox® Application Databases ............................................................................. 2 2.4 Testing Strategy ......................................................................................................... 2 2.5 Training Strategy and Knowledge Transfer ................................................................ 3 2.6 Project Exclusions ...................................................................................................... 3

3 ASSUMPTIONS, CONSTRAINTS AND DEPENDENCIES ................................................. 3

4 PROJECT RISKS ................................................................................................................ 4

5 WORK REQUIREMENTS .................................................................................................... 5 5.1 CPI Responsibilities ................................................................................................... 5 5.2 Customer Responsibilities .......................................................................................... 6

6 DELIVERABLE AND MILESTONE SCHEDULE ................................................................ 6

7 PROJECT ACCEPTANCE CRITERIA ................................................................................ 8 7.1 Acceptance Period ..................................................................................................... 8 7.2 Acceptance Criteria .................................................................................................... 8 7.3 Completion ................................................................................................................. 8 7.4 Rejection .................................................................................................................... 8

8 PERIOD OF PERFORMANCE ............................................................................................ 8

9 PLACE OF PERFORMANCE .............................................................................................. 9

10 OTHER REQUIREMENTS ................................................................................................... 9

11 PRIMARY CONTACTS ...................................................................................................... 10

12 PRICING AND MAINTENANCE ........................................................................................ 11 12.1 Pricing ..................................................................................................................... 11 12.2 Invoicing ................................................................................................................... 11 12.3 Maintenance ............................................................................................................. 12 12.4 Not Work for Hire ..................................................................................................... 12

13 APPENDIX A – RECOMMENDED SYSTEM SPECIFICATION ........................................ 13


Revision 2.00


Page 1

Project Title: AIX to VM Linux Conversion



Date: 9/5/2018

Requested By: Kevin Collins (MSP Program Manager)

Phone: (517) 284-3046

Supported By: Gordon Mayes (DTMB Technical Lead)

Phone: (517) 204-8026

Prepared By: Lori Ambrose

Phone: (630) 754-8820 x150

1 INTRODUCTION

Michigan State Police (“the State”) is migrating its current OpenFox® Message Switching system from the current AIX environment to Red Hat Enterprise Linux (RHEL) virtual machines (VM). This Statement of Work (SOW) describes the scope of work required to complete the AIX to Linux Conversion for the State and provides an overall structure, schedule, and price for the design, development, testing, and implementation of the products and services based upon the requirements and information supplied by the State through documentation and information exchanges.

2 SCOPE OF WORK

Computer Project of Illinois, Inc. (CPI) will migrate all existing OpenFox® functionality in the AIX server environments to the new Linux/RHEL VM environments provided by the State. The following OpenFox components are included in the migration:

• OpenFox® Message Switch • Configurator • Operator Aid (OpAid) • Hotfiles (HFS)

Additionally, CPI will migrate the OpenFox Archive and Retrieval (A/R) V1 production application and database from the current Windows server to Windows 2016 VM environment provided by the State. CPI will also upgrade the OpenFox application databases to Oracle 12c as specified in Section 2.3.


The State is responsible for all necessary hardware, operating systems, VM environments, and software licensing. In order to support the project, the State will provide the following virtualized server environments according to the recommended minimum system specifications documented and attached in Appendix A. The backup specifications are provided as guidelines only based on CPI’s method of backing up an Oracle database. Since the State is responsible for backing up


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the databases, these specifications may be modified at the State’s discretion.

2.1.1 Red Hat Enterprise Linux (RHEL) Virtual Machine

• Production o OpenFox® Message Switch RHEL Virtual Machine o HFS Oracle 12c Database RHEL Virtual Machine

• Test o OpenFox® Message Switch RHEL Virtual Machine o HFS Oracle 12c Database RHEL Virtual Machine

• Development o OpenFox® Message Switch RHEL Virtual Machine o HFS Oracle 12c Database RHEL Virtual Machine

2.1.2 Windows Virtual Machine

• Production Archive and Retrieval V1 Oracle 12c Database Windows 2016 Virtual Machine

2.2 OpenFox® Message Switching Systems

CPI will upgrade the core OpenFox Message Switch module(s) to the latest version(s) and replace the current Power/AIX based OpenFox Message Switch Systems with a software only install on Linux/RHEL based virtual machine (VM) provided by the State in Section 2.1.

2.3 OpenFox® Application Databases

CPI will export, convert, and import the OpenFox HFS application database from the State’s current version of AIX-based Oracle to Linux-based Oracle 12c. CPI will upgrade the OpenFox Archive V1 application database to Oracle 12c while migrating the production data to the new Windows 2016 VM environment.

• Convert OpenFox HFS database from AIX to Linux compatibility (PROD and TEST) • Migrate OpenFox Archive V1 database and application from Windows physical server to

new Windows 2016 VM environment and upgrade to Oracle 12c (PROD Only) • Export data from the converted TEST HFS database and import into newly created DEV

HFS database


CPI will perform integration testing of CPI’s components and software. CPI will work with the State to develop a high-level Test Plan to ensure the system functions in accordance with the SOW and/or specification document. The State is responsible for testing and approving the changes before production implementation.


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The OpenFox application functionality will not change as a result of this project. Therefore, CPI provided training is not included.



• Any networking hardware or services are the responsibility of the State. • Network expenses for appliances or services related to redirecting, re-terminating the

State network and all interfaces active at the time the move to new VM begins are not included.

• No new product functionality will be delivered as a result of this project. • Modifications to the MI LEIN Disaster Recovery (DR) System or changes to the DR scripts • Writing scripts, configuration and tuning of the vCenter High Availability solution • Conversion of the Archive and Retrieval data from V1 to V3 • Migration of OpenFox Archive and Retrieval V1 TEST database and application to the

new environment • Installation or conversion of Archive and Retrieval V3 database and application • Procurement, maintenance, support, and system administration for the associated

hardware, operating systems (OS), databases, virtualization software, and Visual Studio 2017 is the responsibility of the State.

3 ASSUMPTIONS, CONSTRAINTS AND DEPENDENCIES

This statement of work is based upon the requirements and information supplied by the State through documentation and information exchanges. Changes in project scope or assumptions after this Statement of Work is approved and a purchase order issued may result in additional cost or schedule impacts. The following assumptions were made when preparing this SOW:

• CPI will have complete access to all needed databases, interfaces and the OpenFox Message Switch resources via Virtual Private Network (VPN) or other external validation technique as provided by the State.

• CPI and the State will coordinate the testing effort of all interfaces and timing of go-live. • Resources will be brought in and out of the project as needed, according to the project

staffing plan and at the direction of the resource managers. • All services will be performed during normal business hours (8:00 am – 5:00 pm CT,

Monday – Friday) using standard CPI methodologies, except where stipulated in this SOW and/or mutually agreed to by both parties in writing.

• Any changes to the existing non-CPI the State System Client Software, user agency interfaces, mobile vendors’ software, and/or network configuration which may be required, is the responsibility of the State and the third-party vendor to identify, coordinate, and


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implement. If a change is necessary, CPI will communicate the need, and the details of the change to the State within 4 weeks for third-parties to negotiate the change.

• The State and/or impacted third-party vendors will complete their development and testing 30 business days prior to the start of CPI integration testing with the vendor's delivered code.

• All changes to this SOW and/or the System Specification Document (SSD) must be documented in writing and signed by the requestor. The State and CPI Project Managers will analyze these requests and generate initial assessment as to the impact on cost and/or schedule within 5 business days.

• Downtime will be associated with move from current on-site production system to new VM production system and will be scheduled in advanced and approved by the State. The application downtime due to CPI quoted services will total no more than 4 hours unless mutually agreed to by both parties in writing or unless the delay is due to the State.

• No other CPI projects can be conducted in parallel with this project. • Because the system is being upgraded from one operating system to another, all

messages in the old AIX queue files will be archived and stored in the A/R system. Linux queue files will be initialized in the new system and data from the AIX queue files will not be available (e.g. trace, find, etc.).

• CPI’s High Availability (HA) product is not compatible with VMware vCenter HA solution and will no longer function after the cutover to PROD.

• The State will follow CPI’s recommendations regarding installation of OS patches and updates following applicable SOM policy.

• The State will decommission the disaster recovery (DR) system as a result of this project and the current OpenFox license will be transferred to the new DEV system.

4 PROJECT RISKS


• Availability of the State staff to conduct and complete User Acceptance Testing within the allotted timeframe

• TEST system communications interfaces may not function properly if remote services do not allow simultaneous traffic from PRODUCTION and TEST

• If the State is unable to change the third-party application to consume the 1024 byte records, then the functionality of the third party application will be impacted

• Delays may occur if the State servers experience hardware failures, are offline, inaccessible, or unstable

• The proposed schedule is dependent upon the customer making necessary network configuration changes within their environment to route their field users to the State VM facility. Delays caused by the customer may extend the project schedule.

• If this project is paused or delayed for any cause or reason not attributable to the acts of


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CPI for a duration exceeding thirty (30) calendar days, a Project Change Request (PCR) is required to resume the project and may result in increased cost.

• DTMB has decided to install network attached storage (NAS) for the Archive V1 Oracle database. CPI uses and recommends SAN storage for mission critical applications. Therefore, the State assumes the full risk and accepts responsibility for resolving latency or performance issues that may occur as a result of implementing NAS.

5 WORK REQUIREMENTS



• Project Management o Coordinate with the State including routine project status meetings and information

exchange o Present written/verbal status at weekly meeting(s)

• Planning: o Create project plan including Work Breakdown Structure (WBS), project schedule,

testing plan, implementation plan, and transition plan o Present project plan to the State for review and approval o Conduct a project kickoff meeting

• Discovery and Design: o Work with the State to gather requirements o Document interfaces, configuration, and/or systems design based on collected

requirements • Configuration and Testing:

o Complete all interfaces, configuration, and coding for implementation of the system o Test the interfaces and components to ensure the system is working as designed o Simulate transaction processing within the OpenFox Message Switch to verify that

internal core input/output processes perform as intended (i.e. CPI load testing) o Work with the State to develop a high-level Test Plan to ensure the system

functions in accordance with the SOW and/or specification document o Resolve any configuration and coding issues identified during testing o During HA failover testing, assist the State with diagnosing issues and provide

possible recommendations for resolution o Compile a testing report to present to the State for review/approval

• Implementation and Cutover: o Support the State User Acceptance Testing o Implement the OpenFox Message Switches upon acceptance by the State

• Project Transition and Closure: o Provide the State with all documentation in accordance with the approved

transition plan o Present final Service Acceptance Form(s) to the State for review and approval


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o Present invoice for payment as defined in section 12.2



• Project oversight to include a point of contact • Coordinate required communications with other state departments, or third-party vendors • Provide resources in a reasonably timely manner for discovery and testing as required for

this project • Establish connections from the new VM solution to the State communications end points

for test and verification of the conversion • Coordinate network changes to support the move • Develop a User Acceptance Test Plan and complete UAT testing within thirty (30) days of

delivery of the requested changes • Final approval to move to Production (PROD) • Purchase, provide, and install all necessary hardware, network security, third-party

software, operating systems, and VM environments, including Linux Operating System and Oracle 12 with the appropriate number of licenses

• Changes to third-party application(s) that currently consume the 512 byte OpenFox Message Switch queue records to consume the new 1024 byte record size

• Administration of the Archive and HFS databases • Implementing a vCenter server HA solution for virtual environments • Backup strategy to include OS backups in addition to periodic database backups • Maintenance and support for the associated hardware • Maintenance, support, and system administration for the OS and databases • Maintenance, support, and system administration for the virtualization software • Procure Visual Studio 2017 that is certified with Microsoft Windows 2016 OS for Archive

and Retrieval V1


Following are the initial deliverables and milestones identified for the project. Actual dates will be determined once the SOW is executed and the Purchase Order (PO) is received from the State.

Milestone Name Description of Deliverable or Service Schedule Date

Milestone / Deliverable Type


Agreed-on Project Scope Within 90 days from date of submission to the State

Milestone


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Milestone Name Description of Deliverable or Service Schedule Date



Valid Authorization to Bill or Physical PO received

Upon Acceptance of the SOW

Milestone



Within 3 weeks of acceptance of SOW and receipt of PO

Written Deliverable

Project Start Date Confirmed

Confirmed start date of project Per approved project plan and timeline

Milestone


Detailed document that describes all data, architectural, interface, configuration, and component-level design changes for the project


Written Deliverable


• Complete the scope of work as described in section 2 of this SOW

• Testing Plan Verified as described in section 7.2 of this SOW


Service



Within 30 days after Configuration and Testing Complete

Payment Milestone


Approval to move to PROD received

Within 10 days after Validation and User Acceptance Testing Complete

Service



Within 30 days after Implementation and Cutover Complete

Payment Milestone


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The Customer will have 30 calendar days following the date of delivery from CPI to assess and test the delivered products and/or services.


Acceptance Criteria for the project will be based on a User Acceptance Test (UAT) Plan. CPI will work with the State to develop a test plan to ensure all aspects of the system are functioning to specification. Successful UAT will consist of the following:

• Verify that connections can be established on each communications path • Verify that the protocols as developed are operating correctly • Verify that messages are processed and routed correctly

7.3 Completion

Each deliverable created under this Statement of Work will be delivered to the State with a Deliverable Acceptance Form. This form will describe the deliverable and provide the State project manager 30 calendar days to indicate if the deliverable is accepted or rejected. If CPI delivers the products and/or services in accordance with the approved Specifications, then CPI will be deemed to have completed its delivery obligations.

7.4 Rejection

If CPI fails to deliver the products and/or services in accordance with the Specifications, the State shall detail in writing the reason for rejection. CPI will correct any non-conformities identified by the State pursuant to this Statement of Work within five (5) business days or in a mutually agreed upon time frame, at no additional cost to the State. Upon delivery of the corrected product and/or services, the process of the 30-day acceptance testing will resume.



1) fully executed Statement of Work, and 2) receipt of appropriate approval/billing authority, such as a Purchase Order, and 3) all required predecessor projects are complete, and 4) CPI and the State resources are assigned and ready to start the work, and 5) security clearances are received, if applicable


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CPI estimates the time to configure, implement, test, and accept all the components detailed in this document will be completed within six (6) months from the confirmed start date of the project. Actual timelines may be affected by the results of the discovery process or other factors outside the control of CPI, such as completion of work by the State or other third-party entities.


All OpenFox development and installation items will be performed remotely from the CPI facility in Bolingbrook, Illinois.




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11 PRIMARY CONTACTS


Department of Technology, Management & Budget TECHNICAL Gordon Mayes State of Michigan Dept. of Technology Management and Budget 7150 Harris Drive Dimondale, MI 48821 Phone: (517) 241-2257 Email: [email protected]


OPERATIONAL Kevin Collins Field Support Section Manager Criminal Justice Information Center Michigan State Police PO Box 30634 Lansing, MI 48909 TX: 517-284-3046 FAX: 517-241-0865 Email: [email protected]

Computer Projects of Illinois Nick Sinon Project Manager 400 Quadrangle Drive, Suite F Bolingbrook, IL 60440 Phone: (630) 754-8820 x163 Fax: (630) 754-8835 Email: [email protected]





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12.1 Pricing

The following table presents the pricing associated with the tasks for this statement of work. This project is quoted as Fixed Price and is inclusive of all products and services as defined within the scope of this Statement of Work. Any deviation from this project scope or changes to approved deliverables will be subject to the CPI Project Change Request (PCR) process and presented to all parties for approval. Changes or amendment(s) to this SOW may impact the project cost and/or schedule.


Pricing is valid for 90 days from the date shown on page one of this Statement of Work

Item Description Qty Unit Price Total Annual

Maintenance

1 Discovery and Design 1 $21,000.00 $21,000.00

No additional maintenance

cost

2 Convert the OpenFox® Message Switch, applications, and configurations to Linux compatibility (P/T)

1 $75,000.00 $75,000.00

3 Convert OpenFox HFS Database to Linux and Upgrade to Oracle 12c (P/T)

1 $19,200.00 $19,200.00

4 Configure new OpenFox Development environment and export HFS data from Test to Dev (D)

1 Incl Incl

5 Migrate OpenFox Archive V1 Application to Windows 2016 and upgrade to Oracle 12c (P)

1 $9,600.00 $9,600.00

Total $124,800.00 N/A

Legend: P=Production, T=Test, D=Development

12.2 Invoicing

CPI will invoice the State $106,080.00 upon completion of UAT, in accordance with Sections 6 and 7. CPI will invoice the remaining balance of $18,720.00 upon successful cutover to production in accordance with section 7.3.


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12.3 Maintenance

Maintenance for all CPI products and software is included until the next anniversary date of the CPI OpenFox® Message Switching System Support and Maintenance Agreement.


This SOW is attached to, and incorporated as part of the Contract between CPI and the State of Michigan. No Work Product is to be provided to the State in connection with Contractor’s obligations under the Contract or this SOW. If this SOW is amended, then Contractor shall specify what Work Product, if any, will be provided (“Contractor’s Specification”). Absent Contractor’s Specification, no Work Product shall be provided in connection with any SOW as amended.


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13 APPENDIX A – RECOMMENDED SYSTEM SPECIFICATION


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VARIOUS

Sean Regan

[email protected]

Steve Sawatzky



CV0017417

630-754-8820


(517) 243-8459STATE

Pro

gra

m

Manager

Contra

ct

Adm

inistra

tor

CO

NTRACTO

R

MSP

DTMB

[email protected]

$2,025,887.52



December 31, 2017


3 - 1 Year






☐ ☐ December 31, 2018


$50,000.00 $2,075,887.52

Effective September 10th, 2018, the Michigan State Police (MSP) is adding $50,000.000, per the attached Statement of Work, to update the Nlets interface to the Nlets XML standards.All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency and DTMB procurement.


DESCRIPTION

CONTRACT SUMMARY



Program Managers

for





Nlets XML Conversion

Statement of Work

MI-2017-001


400 Quadrangle Drive, Suite F Bolingbrook, IL 60440

(630) 754-8820

Nlets XML Conversion SOW MI-2017-001


Page i


Revision Date of Issuance Author(s) Brief Description of Change 3.00 7/23/2018 Lori Ambrose Updated SOW to reflect revised CPI approach and

approved Pricing 3.01 8/8/2018 Lori Ambrose Unprotected Word version and turned on Track

Changes 3.02 08/30/2018 Lori Ambrose Revisions per review with MSP on 8/16 and review

with Nlets on 8/22 3.03 09/06/2018 Lori Ambrose Revised sections 1 and 2 to clarify the solution is

provided as a standard CPI upgrade package 4.00 09/06/2018 Lori Ambrose Final version for MSP and CPI acceptance

Definitions The following are definitions of terms, abbreviations and acronyms used in this document.

Term, Abbreviation or Acronym Definition

BAF Brodie Assistance Fund

CPI Computer Projects of Illinois, Inc.

Legacy Text Dot Delimitated Text libxml2 OpenFox Message Switch XML libraries

MKE Message Key Transactions

NCIC National Crime Information Center

NIEM National Information Exchange Model

Nlets The International Justice and Public Safety Network

PCR Project Change Request

SOW Statement of Work

Standardized Fully-tagged XML format conforming to the NIEM schemas

The State Michigan State Police

UAT User Acceptance Testing VPN Virtual Private Network

WBS Work Breakdown Structure

XML Extensible Markup Language

CPI Reviewers The following are the required CPI Reviewer(s) and Approver(s) of this document.

Department/Role Reviewer Name Review Date

Director, Communications Ian Warner C/R Fast-track approval

Director, Transaction Processing Tim Edwards C/R Fast-track approval

Director, Project Management Lori Ambrose C/R 09/06/2018

Manager, Sales and Marketing Marc Smith C/R Fast-track approval

Project Advisory Board Kevin Sawatzky, Ryan Sawatzky, Steven Sawatzky

R/A Fast-track approval



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TABLE OF CONTENTS

1 INTRODUCTION .................................................................................................................. 1

2 SCOPE OF WORK .............................................................................................................. 1 2.1 Query Transactions .................................................................................................... 1 2.2 Response Transactions ............................................................................................. 1

2.2.1 Nlets Standardized XML Responses ........................................................................... 2 2.2.2 Nlets Non-Standardized XML Responses ................................................................... 2

2.3 Presentation Stylesheets ........................................................................................... 2 2.4 Nlets Impact Points .................................................................................................... 2 2.5 Hardware Configuration ............................................................................................. 3 2.6 Testing Strategy ......................................................................................................... 3 2.7 Training Strategy and Knowledge Transfer ................................................................ 4 2.8 Project Exclusions ...................................................................................................... 4

3 ASSUMPTIONS, CONSTRAINTS, AND DEPENDENCIES ................................................ 4

4 PROJECT RISKS ................................................................................................................ 5

5 WORK REQUIREMENTS .................................................................................................... 6 5.1 CPI Responsibilities ................................................................................................... 6 5.2 Customer Responsibilities .......................................................................................... 7 5.3 Nlets Responsibilities ................................................................................................. 7

6 DELIVERABLE AND MILESTONE SCHEDULE ................................................................ 7

7 PROJECT ACCEPTANCE CRITERIA ................................................................................ 8 7.1 Acceptance Period ..................................................................................................... 8 7.2 Acceptance Criteria .................................................................................................... 9 7.3 Completion ................................................................................................................. 9 7.4 Rejection .................................................................................................................... 9

8 PERIOD OF PERFORMANCE ............................................................................................ 9

9 PLACE OF PERFORMANCE ............................................................................................ 10

10 OTHER REQUIREMENTS ................................................................................................. 10

11 PRIMARY CONTACTS ...................................................................................................... 10

12 PRICING AND MAINTENANCE ........................................................................................ 11 12.1 Pricing ...................................................................................................................... 11 12.2 Invoicing ................................................................................................................... 11 12.3 Maintenance ............................................................................................................. 11 12.4 Not Work for Hire ..................................................................................................... 11

13 APPENDICES .................................................................................................................... 13 13.1 Appendix A: In-Scope Message Keys ...................................................................... 13 13.2 Appendix B: Nlets Supporting Documentation as of 6/30/2017 ............................... 15

13.2.1 Nlets XML FAQ ........................................................................................................ 15 13.2.2 Sunsetting Nlets Socket Protocol and Legacy Text Message Format ..................... 15

Figure 1 Nlets Impact Points ......................................................................................................... 3



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Project Title: Nlets XML Conversion



Date: 9/10/2018


Phone: (517) 284-3046

Prepared By: Lori Ambrose

Phone: (630) 754-8820 x150

1 INTRODUCTION

Nlets has chosen eXtensible Markup Language (XML) as the standard for interstate sharing of data. The purpose of this project is to update the Michigan State Police Nlets interface to the currently available Nlets XML standards. This project will bring the State closer to compliance with the Nlets mandate to sunset legacy, non-standard dot delimited text formats (herein referred to as legacy format). Bringing the State to full compliance with the Nlets mandate is dependent on the in-state repositories or endpoints and may require additional work from CPI, the State, and/or third-parties and is outside the scope of this project.

2 SCOPE OF WORK

Converting from the legacy text formats to standard XML formats aligns with the stated direction of Nlets to sunset the current legacy text formats. This effort includes the conversion of all Nlets conformant transactions to the National Information Exchange Model (NIEM) XML schemas provided by Nlets except where noted in this Statement of Work (SOW). The impacted message keys are listed in Appendix A. In order to prepare the State for the Nlets December 2019 deadline, CPI is making the solution available as a standardized OpenFox® Message Switch, Configurator, and Operator Aid upgrade package.

2.1 Query Transactions

CPI will convert all currently used Nlets outbound query transactions to standardized, fully-tagged NIEM XML format. Additionally, all inbound query transactions from Nlets will be received as XML. The OpenFox® Message Switch will format these queries as appropriate for the targeted in-state system or data repository.

2.2 Response Transactions

All responses originating from a State information repository or endpoint will be formatted to use either standardized, fully-tagged NIEM XML or text encapsulated in NIEM XML depending upon the formatting of the data from the source repository.



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2.2.1 Nlets Standardized XML Responses

For any State information repositories or endpoints that currently respond in Nlets conformant XML, CPI will forward the payload as-is, re-wrapping but not editing or altering the payload in any way. For example:

• Any fully-tagged State XML responses that are currently being sent to and accepted by Nlets will remain unchanged.

• The existing standards for Criminal History, Driver and Vehicle message types have not changed. Therefore, if the JTF XML Rapsheet or CANDLE formatted DRs and RRs were already implemented in standardized XML, those will not be changed.

2.2.2 Nlets Non-Standardized XML Responses

For any State information repositories or endpoints that currently DO NOT respond in Nlets conformant XML or cannot be forwarded to Nlets without modification, CPI will send the response as text encapsulated in NIEM XML. Conversion of responses from text or non-Nlets conformant XML is outside the scope of this project. The following messages will be sent to Nlets as text encapsulated in NIEM XML:

• Not on File, No Hit, and error responses • Administrative and other message types that are text-formatted by nature (e.g. AM, LQ,

LR) • Responses from any State information repository or endpoint that provides formatted text

responses • Responses from any State information repository or endpoint that responds in non-Nlets

conformant XML

2.3 Presentation Stylesheets

CPI will provide standard presentation style sheets to transform the new XML message formats received from Nlets to readable text before the responses are forwarded to the end-user clients.

2.4 Nlets Impact Points

The following diagram illustrates the elements that are in scope for this project.



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Figure 1 Nlets Impact Points


The existing hardware platform will remain unchanged and no additional third-party products are included.


CPI will work with the State to develop a high-level Test Plan to ensure the system functions in accordance with the SOW and/or specification document. The State is responsible for testing and approving the final product before production implementation.



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CPI provided training is not included.



• Conversion of National Crime Information Center (NCIC) message keys to XML • Enhancements to existing processes, message routes, or stations unless specifically

provided for as in scope • Modifications to any State information repositories or endpoints • Transformation of text or non-Nlets conformant XML responses from State information

repositories or endpoints to Nlets standardized XML • Enhancements to existing client presentation formats for in-state data • Modifications to the standard client presentation formats provided by CPI for Nlets data • Modifications to presentation formats received from State information repositories or

endpoints and sent to in-state users • Adding image capability where none existed previously • Nlets standardized formats not currently available or not sufficiently documented as of the

date of CPI’s signature on this SOW • Populating any data in the state-specific area of the Nlets standardized XML format when

delivering responses to Nlets • Configuration of Nlets MKEs and client presentations not currently in use at the time of

SOW acceptance • Updating the OpenFox Message Switch XML libraries to libxml2

3 ASSUMPTIONS, CONSTRAINTS, AND DEPENDENCIES

This Statement of Work is based upon the requirements and information supplied by the State and Nlets through documentation and information exchanges. Changes in project scope or assumptions after this Statement of Work is approved and a purchase order issued may result in additional cost or schedule impacts. The following assumptions were made when preparing this SOW:

• CPI will have complete access to all needed databases, interfaces and the OpenFox® Message Switch resources via Virtual Private Network (VPN) or other external validation technique as provided by the State.

• CPI and the State will coordinate the testing effort of all transactions and timing of go-live. • The State will coordinate and obtain approval from Nlets prior to and during cutovers. • Resources will be brought in and out of the project as needed, according to the project

staffing plan and at the direction of the resource managers.



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• The State Switch will experience interruptions of service during cutovers. • All configuration, testing, and cutover work is performed during normal business hours

(8:00 am – 5:00 pm CT, Monday – Friday) using standard CPI configuration methodologies, unless otherwise stipulated.

• CPI configuration for this project will be placed onto the OpenFox TEST server prior to the State beginning User Acceptance Testing (UAT).

• Any required changes to existing non-CPI, the State System Certified Client Software, user agency interface, and/or mobile vendor software will be the responsibility of the State and the third-party vendor to identify, coordinate, and implement.

• Changes after the message key format is approved by the State are subject to the CPI Project Change Request (PCR) process and will result in additional cost and schedule impacts.

• Nlets is ready to accept the various NIEM XML formats that it is mandating. • If any State information repository or endpoint begins sending Nlets conformant XML

responses after this project is complete, then the CPI cost per message key to make the necessary configuration changes is expected to be minimal and may be performed for maintenance hours.

4 PROJECT RISKS


• If proper vetting and testing of each transaction is not performed there may be the risk of impartial or non-functional transactions. In some cases proper vetting and testing of transactions is not possible because the necessary endpoints do not exist in Test such as Interpol, hazmat, etc.

• Additional costs or schedule impacts will be incurred if the State and Nlets resources are unavailable for coordinated testing and approval of the deliverables.

• Standard presentation text formats may not be consumable by third-party vendors in the State without additional OpenFox configuration beyond the scope of this SOW. A separate future project may be required to perform any in-state configuration work necessary to assist third-party vendors with consuming the standard presentation text format.

• XML messages have significantly more storage and transmission overhead compared to the legacy text messages. The OpenFox Message Switch queue file and archive will not hold the same duration of traffic due to the increased payload size.

• If this project is paused or delayed for any cause or reason not attributable to the acts of CPI for a duration exceeding 30 consecutive calendar days, a Project Change Request (PCR) is required to resume the project and may result in increased cost and/or billable maintenance hours.

• Presentation formats will be modified as a result of this project which could impact end-user agency operations.



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• Nlets XML messages may not display properly if traffic to or from a station is monitored, copied, or routed to a station of a different class.

• Monitoring, Set Station Route (SSR), Set Station Copy (SSC) will display differently and messages cannot be monitored after switched to XML

5 WORK REQUIREMENTS



• Project Management o Coordinate with the State including routine project status meetings and information

exchange o Present written/verbal status at weekly meeting(s)

• Planning: o Create project plan including Work Breakdown Structure (WBS), project schedule,

testing plan, implementation plan, and transition plan o Present project plan to the State for review and approval o Conduct a project kickoff meeting

• Discovery and Design: o Work with the State to gather requirements o Document interfaces, configuration, and/or systems design based on collected

requirements • Configuration and Testing:

o Complete all stylesheets, configuration, and coding for implementation of the XML upgrade

o Test the converted Nlets message keys and stylesheets to ensure the wrapper and format are accepted by Nlets

o Work with the State to develop a test plan to ensure the converted message keys communicate with Nlets

o Resolve any configuration and coding issues identified during testing o Compile a testing report to present to the State for review/approval

• Implementation and Cutover: o Support the State User Acceptance Testing o Implement the OpenFox configuration changes upon acceptance by the State

• Project Transition and Closure: o Provide the State with all documentation in accordance with the approved

transition plan o Present final Deliverable Acceptance Form(s) to the State for review and approval o Present invoices for milestone payment(s) upon deliverable acceptance



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• Project oversight to include a point of contact • Review Appendix A for accuracy and completeness • Coordinate required communications with Nlets, other State departments, and/or third-

party vendors • Provide CPI with all required documentation and sample files, as necessary • Coordinate configuration changes between Nlets and the State • Provide resources in a reasonably timely manner for discovery and testing as required for

this project • Develop a User Acceptance Test Plan and complete UAT testing within 30 calendar days

of delivery of the converted message keys as described in this document. • Final approval to move to Production (PROD)

5.3 Nlets Responsibilities

In order to implement the solution, Nlets will provide the following:

• Project management for Nlets activities • Coordination of Nlets resources • Coordination and support with the State • Approve all Nlets-bound XML for Nlets MKEs • Make configuration format changes, as necessary • Analyze and resolve any reported issues in a timely manner • Provide the State with all required documentation and sample files, as necessary


Following are the initial deliverables and milestones identified for the project. Actual deliverable dates will be determined once the SOW is executed and the Purchase Order (PO) is received from the State:




Agreed-on Project Scope Within 90 calendar days from date of submission to the State

Milestone



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Valid Authorization to Bill, PO, or PSA received

Upon Acceptance of the SOW

Milestone



Within 3 weeks of acceptance of SOW and receipt of PO

Written Deliverable



Milestone




Written Deliverable


Testing Plan Verified Per approved project plan and timeline

Service



Within 30 calendar days after Configuration and Testing Complete

Payment Milestone



Within 10 calendar days after Validation and User Acceptance Testing Complete

Service



Within 30 calendar days after Implementation and Cutover Complete

Payment Milestone



The Customer will have 30 calendar days following the date of delivery from CPI to assess and test the converted queries and responses for the impacted message keys documented in Appendix A.



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Acceptance Criteria for the project will be based on a User Acceptance Test (UAT) Plan. CPI will work with the State to develop a test plan to ensure all aspects of the system are functioning to specification. Successful User Acceptance Testing (UAT) will consist of the following:

• Test and validate converted Nlets queries and responses for the impacted message keys documented in Appendix A

7.3 Completion

Each deliverable created under this Statement of Work will be delivered to the State with a Deliverable Acceptance Form. This form will describe the deliverable and provide the State project manager ten business days to accept or reject the deliverable. If CPI delivers the products and/or services in accordance with the approved Specifications, then CPI will be deemed to have completed its delivery obligations.

7.4 Rejection

If CPI fails to deliver the products and/or services in accordance with the Specifications, the State shall detail in writing the reason for rejection. CPI will correct any non-conformities identified by the State pursuant to this Statement of Work within five business days or in a mutually agreed upon time frame, at no additional cost to the State. Upon delivery of the corrected product and/or services, the process of the 30-day acceptance testing will resume.



1) fully executed Statement of Work, and 2) receipt of appropriate approval/billing authority, such as a Purchase Order, and 3) all required predecessor projects are complete, and 4) CPI and the State resources are assigned and ready to start the work, and 5) security clearances are received, if applicable

CPI estimates the time to configure, implement, test, and accept all the components detailed in this document will be completed within twelve (12) months from the confirmed start date of the project. Actual timelines may be affected by the results of the discovery process or other factors outside the control of CPI.



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All OpenFox configuration and installation items will be performed remotely from the CPI facility in Bolingbrook, Illinois.



11 PRIMARY CONTACTS


Michigan State Police Kevin Collins Criminal Justice Information Center Michigan State Police PO Box 30634 Lansing, MI 48909 Phone: (517) 284-3046 Email: [email protected]

Nlets, The International Justice and Public Safety Network

Nlets Project Manager 1918 W. Whispering Wind Drive Phoenix, AZ 85085 Phone: (623) 308-3500

Computer Projects of Illinois Nick Sinon Project Manager 400 Quadrangle Drive, Suite F Bolingbrook, IL 60440 Phone: 630-754-8820 x163 Fax: (630) 754-8835 Email: [email protected]





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12.1 Pricing

The following table presents the pricing associated with the tasks for this Statement of Work. This project is quoted as Fixed Price and is inclusive of all products and services as defined within the scope of this Statement of Work. Any deviation from this project scope or changes to approved deliverables will be subject to the CPI Project Change Request (PCR) process and presented to all parties for approval. Changes or amendment(s) to this SOW may impact the project cost and/or schedule.


Pricing is valid for 90 days from the date shown on page one of this Statement of Work


Annual Maintenance (Year Two)

1 Nlets XML Conversion 1 $50,000.00 $50,000.00 N/A

2 Testing and Quality Assurance

1 Incl Incl

3 Project Management 1 Incl Incl

Total $50,000.00 N/A

12.2 Invoicing

CPI will invoice the State $42,500.00 upon completion of UAT in accordance with sections 6 and 7. CPI will invoice the remaining balance of $7,500.00 upon successful cutover to production in accordance with section 7.3.

12.3 Maintenance

Maintenance for all CPI products and software is included until the next anniversary date of the CPI OpenFox® Message Switching System Support and Maintenance Agreement.


This SOW is attached to, and incorporated as part of the Contract between CPI and the State of Michigan and notwithstanding any conflict in language between the Contract and this SOW, the terms of this SOW shall control. No Work Product is to be provided to the State in connection with Contractor’s obligations under the Contract or this SOW. If this SOW is amended, then Contractor



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shall specify what Work Product, if any, will be provided (“Contractor’s Specification”). Absent Contractor’s Specification, no Work Product shall be provided in connection with any SOW as amended.



Page 13

13 APPENDICES

13.1 Appendix A: In-Scope Message Keys

Message Key Description


AA Amber Alert ITQ Interpol Detailed Travel Document Query

ACQ CVIS Commercial Carrier Inquiry ITR Interpol Detailed Travel Document Response

ACR CVIS Commercial Carrier Response IVQ Interpol Detailed Stolen Vehicle Query

ALQ Alarm Query IVR Interpol Detailed Stolen Vehicle Response

ALR Alarm Response KQ Driver History Request

AM Administrative Message KR Driver History Response

AML Administrative Message – Law Enforcement Only

LPQ License Plate Reader Inquiry

AQ CHRI Supplemental Information Request

LPR License Plate Reader Response

AR CHRI Supplemental Information Response

LQ Generic Query Message

AVQ CVIS Commercial Vehicle Inquiry LR Generic Response Message

AVR CVIS Commercial Vehicle Response MQ Hazardous Materials Inquiry

BCQ Bulk Cash Smuggling Query MR Hazardous Materials Response

BCR Bulk Cash Smuggling Response NAQ NICB All Files Inquiry

BQ Boat Registration Inquiry NAR NICB All Files Response

BR Boat Registration Response NCI NICB Impound Record Cancel

CAQ Canadian Article Inquiry NCA NICB Impound Record Cancel Response

CAR Canadian Article Response NEI NICB Enter Impound Record

CBQ Canadian Boat Inquiry NEA NICB Enter Impound Record Response

CBR Canadian Boat Response NFQ RAND Full Text Retrieval Inquiry

CGQ Canadian Gun Inquiry NFR RAND Full Text Retrieval Response

CGR Canadian Gun Response NIQ NICB Impound/Export File Query

CPQ Correctional Photo Query NIR NICB Impound/Export File Response

CPR Corrections Photo Response NLQ RAND Message Database Inquiry

CSQ Canadian Security Inquiry NLR RAND Message Database Response

CSR Canadian Security Response NUI NICB Impound Record Update

CWQ Concealed Weapons Permit Query NUA NICB Impound Record Update Response

CWR Concealed Weapons Permit Response

PAQ Parole, Probation, Corrections Inquiry

DEX NDPIX Record Entry PAR Parole, Probation, Corrections Response

DEA NDPIX Record Entry Response PBQ Probation Inquiry



Page 14



DNQ Driver Candidate List Inquiry PBR Probation Response

DNR Driver Candidate List Response PCQ Corrections Inquiry

DQ Driver License Inquiry PCR Corrections Response

DQG Driver License Inquiry by Region PPQ Parole Inquiry

DR Driver License Response PPR Parole Response

DRX NDPIX Record Renew RCQ Railroad Crossing Query

DRR NDPIX Record Renew Response RCR Railroad Crossing Response

DTX NDPIX Record Inquiry RNQ Vehicle List Registration Inquiry

DTR NDPIX Record Inquiry Response RNR Vehicle List Registration Response

DUX NDPIX Record Update RQ Vehicle Registration Inquiry

DUA NDPIX Record Update Response RR Vehicle Registration Response

ER Error Message RQG Vehicle Registration Inquiry

FGQ Interpol Detailed Gun Query SM Service Message

FGR Interpol Detailed Gun Response SON Sex Offender Notification

FPQ Interpol Full Detail Wanted Person Query

SOQ Sex Offender Registration Inquiry

FPR Interpol Full Detail Wanted Person Response

SOR Sex Offender Registration Response

FQ CHRI Full Record Inquiry SQ Snowmobile Registration Query

FR/CR CHRI Full Record Response SR Snowmobile Registration Response

FTQ Interpol Detailed Stolen Travel Document Query

SWQ State Wanted Person Query

FTR Interpol Detailed Stolen Travel Document Response

SWR State Wanted Person Response

FVQ Interpol Detailed Stolen Vehicle Query

TA ORION Record Entry

FVR Interpol Detailed Stolen Vehicle Response

TD ORION Record Deletion

GPQ ICE Inquiry TQ ORION Record Inquiry

GPR ICE Response TR ORION Record Response

GQ Aircraft Registration Inquiry TSQ TASER Query

GR Aircraft Registration Response TSR TASER Response

HQ Road/Weather Inquiry TU ORION Record Update

HR Road/Weather Response UQ Canadian Driver License Inquiry

HS Homeland Security NLETS message UR Canadian Driver License Response

HSL Homeland Security NLETS message - LE

VQ Canadian Stolen Vehicle Inquiry

IAQ INS Alien Inquiry VR Canadian Stolen Vehicle Response

IAR INS Alien Response WLQ Wildlife Crime Information Inquiry

IGQ Interpol Gun Inquiry WLR Wildlife Crime Information Response

IGR Interpol Gun Response WQ Canadian Wanted Person Inquiry

IPQ Interpol Person Inquiry WR Canadian Wanted Person Response



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IPR Interpol Person Response XQ Canadian Vehicle Registration Inquiry

IQ CHRI Identity Inquiry XR Canadian Vehicle Registration Response

IR CHRI Identity Response YQ Hit Confirmation Request YR Hit Confirmation Response

13.2 Appendix B: Nlets Supporting Documentation as of 6/30/2017

13.2.1 Nlets XML FAQ

13.2.2 Sunsetting Nlets Socket Protocol and Legacy Text Message Format

STATE OF MICHIGAN ENTERPRISE PROCUREMENT Department of Technology, Management, and Budget 525 W. ALLEGAN ST., LANSING, MICHIGAN 48913 P.O. BOX 30026 LANSING, MICHIGAN 48909



to Contract Number 071B3200068

CONTRACT SUMMARY


INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE CHANGE(S) NOTED BELOW

January 1, 2013 December 31, 2017 3 - 1 Year December 31, 2018



□ P-Card ☐ Direct Voucher (DV) ☐ Other □ Yes ☒ No MINIMUM DELIVERY REQUIREMENTS



☐ ☐ December 31, 2018


$2,025,887.52 $0.00 $2,025,887.52 DESCRIPTION

Effective 4/24/2018, The State is using $114,371.00 of existing funds to convert the current legacy interface to a SOAP based Web Service interface and to convert the data exchanged from legacy text format to standardized format. Please reference table 12.1, for year 2 future maintenance cost, per the attached Statement of Work. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency and DTMB procurement.

CO

NTR

ACTO

R




Steve Sawatzky

630-754-8820

[email protected]

CV0017417

STATE

Pro

gram

M

anag

er

Mayes Gordon MSP

517-204-8026

[email protected] Contract

Adm

inistrato

r

Timothy Taylor DTMB

(517) 249-0395

[email protected]





Secretary of State (SOS) Web Service Interface for Vehicles

Statement of Work

MI-2018-001


400 Quadrangle Drive, Suite F Bolingbrook, IL 60440

(630) 754-8820

SOS CARS Web Service Interface for Vehicles MI-2018-001

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Revision Date of Issuance Author(s) Brief Description of Change 1.00 3/01/2018 Lori Ambrose Version for the State acceptance 1.01 4/13/2018 Lori Ambrose Applied requested changes from the State; modified

section 12 Pricing per legal review 1.02 4/17/2018 Lori Ambrose Section 3, fifth (5th) bullet changed implement to

negotiate; Section 7, changed ISP to “the State” 1.03 4/23/2018 Lori Ambrose Modifications from joint CPI and State review; MI legal

counsel accepted section 12.4 as written Definitions The following are definitions of terms, abbreviations and acronyms used in this document.

Term, Abbreviation or Acronym Definition CPI Computer Projects of Illinois, Inc. DMV Department of Motor Vehicles DTMB Michigan Department of Technology, Management and Budget HA High Availability HTTP Hypertext Transfer Protocol LEIN Law Enforcement Information Network (Switch) MKE Message Key MSP (“the State”) Michigan State Police NCIC National Crime Information Center NIEM National Information Exchange Model Nlets The International Justice and Public Safety Network OpenFox OpenFox® Message Switching System ORI Originating Agency Identifier PCR Project Change Request PO Purchase Order SOAP Simple Object Access Protocol SOS Secretary of State SOW Statement of Work TCP/IP Transmission Control Protocol/Internet Protocol TDD Technical Design Document UAT User Acceptance Testing WSDL Web Service Definition Language XML Extensible Markup Language

CPI Reviewers The following are the required CPI Reviewers and Approvers of this document.

Department/Role Reviewer Name Review Date Director, Communications Ian Warner C/R 02/27/2018 Director, Message Switch Tim Edwards C/R 02/27/2018 Director, Project Management Lori Ambrose C/R 02/27/2018 Manager, Sales and Marketing Marc Smith C/R 03/01/2018 Project Advisory Board Kevin Sawatzky, Ryan Sawatzky, Steven

Sawatzky R/A 03/01/2018


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TABLE OF CONTENTS

1 INTRODUCTION ............................................................................................................... 3

2 SCOPE OF WORK ............................................................................................................ 3 2.1 Sample Web Service Message Flow ....................................................................... 3

2.1.1 In-State ......................................................................................................................... 3 2.1.2 Out-of-State (Nlets) ...................................................................................................... 4

2.2 SOS Web Service Interface Configuration ............................................................... 4 2.3 Security ................................................................................................................... 6 2.4 SOS Web Service Station Configuration .................................................................. 6 2.5 Hardware Configuration ........................................................................................... 6 2.6 Testing Strategy ...................................................................................................... 6 2.7 Training Strategy and Knowledge Transfer .............................................................. 7 2.8 Project Exclusions ................................................................................................... 7

3 ASSUMPTIONS, CONSTRAINTS, AND DEPENDENCIES .............................................. 7

4 PROJECT RISKS ............................................................................................................. 8

5 WORK REQUIREMENTS ................................................................................................. 8 5.1 CPI Responsibilities ................................................................................................. 8 5.2 SOS Responsibilities ............................................................................................... 9 5.3 MSP Responsibilities ............................................................................................... 9

6 DELIVERABLE AND MILESTONE SCHEDULE .............................................................. 9

7 PROJECT ACCEPTANCE CRITERIA .............................................................................10 7.1 Acceptance Period .................................................................................................10 7.2 Acceptance Criteria ................................................................................................10 7.3 Completion .............................................................................................................11 7.4 Rejection ................................................................................................................11

8 PERIOD OF PERFORMANCE .........................................................................................11

9 PLACE OF PERFORMANCE ..........................................................................................11

10 OTHER REQUIREMENTS ...............................................................................................11

11 PRIMARY CONTACTS ....................................................................................................13

12 PRICING AND MAINTENANCE .......................................................................................14 12.1 Pricing ....................................................................................................................14 12.2 Invoicing .................................................................................................................14 12.3 Maintenance ...........................................................................................................14 12.4 Limited Work for Hire ..............................................................................................14


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Project Title: SOS CARS DMV Web Service Interface Vehicles



Date: 4/26/2018

Requested By: Kevin Collins (MSP Program Manager)

Phone: (517) 284-3046

Supported By: Gordon Mayes (DTMB Technical Lead)

Phone: (517) 204-8026

Prepared By: PR Cappelletti for Lori Ambrose

Phone: (630) 754-8820 x150

1 Introduction

This project was initiated by the Michigan Secretary of State (SOS) Department of Motor Vehicles (DMV) with a mandated completion date of February 19, 2019 for VEHICLE related transactions. SOS intends to pursue the DRIVER related transactions immediately following this project.

2 Scope of Work

The objective and primary focus of this project and Statement of Work (SOW) is to convert the current legacy TCP/IP text interface between SOS and LEIN to a SOAP based Web Service interface and to convert the data exchanged from legacy text format to Nlets NIEM standardized format. This interface will be common to both the VEHICLE and DRIVER data exchanges even though this project only addresses VEHICLE related data exchanges.

The secondary focus of the project involves requests and responses originating from and returning to in-state workstations. The formats and data exchanges for in-state connected devices will remain substantially the same as are currently in use1. Input from in-state workstations will not be changed in this project.

The web service interface, configuration, and transaction information will be defined and documented in MI-2018-001 SOS CARS Web Service Technical Design Document (TDD), which is the output and deliverable of the Discovery and Design Phase of this project. The final technical design will be based on the initial draft version of the TDD delivered to the State for the execution of this SOW.

2.1 Sample Web Service Message Flow

2.1.1 In-State • LEIN receives a vehicle query or update to be routed to Michigan SOS DMV • LEIN interrogates the data stream, and applies the output style sheet to transform to Nlets NIEM XML format

encapsulated within the “LEINMessage” XML envelope and queues the message to the SOS Web Service interface

• LEIN web services client transmits query to remote SOS/DMV Vehicle web service at SOS • LEIN web service client maintains an open communications thread pending response from SOS. The original

transaction is not dequeued until the response is received. • SOS returns one of the following responses:

o Vehicle application positive responses

1 Input transactions from in-state workstations will not be changed in this project. Responses from SOS will change, they will contain more data, and may require workstation vendors to make additional changes.


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Vehicle registration record Vehicle registration match list

o Vehicle application negative responses Record not found Application Errors (e.g. invalid query parameter)

o SOAP Fault responses indicating a service outage (e.g. out of memory condition, database unavailable, web server issues, critical resource issue) note: SOAP faults should not be used to return application negative responses

• Web Service receives the response on the open communications thread, closes the communications session, and returns the response to the LEIN system

• LEIN receives the message from the web service, processes the input • LEIN applies the appropriate input style sheet and presentation style sheets • LEIN forwards response to the originating station

2.1.2 Out-of-State (Nlets) • LEIN receives a vehicle query to be routed to SOS/DMV • LEIN reformats the query to SOS specifications and queues the message for delivery to SOS • LEIN Web Services client transmits query to remote SOS/DMV Vehicle web service at SOS • LEIN Web Service client maintains an open communications thread pending response from SOS. The original

transaction is not dequeued until the response is received. • SOS returns one of the following responses:

o Vehicle application positive responses Vehicle registration record Vehicle registration match list

o Vehicle application negative responses Record not found Application Errors (e.g. invalid query parameter)

o SOAP Fault responses indicating a service outage (e.g. out of memory condition, database unavailable, web server issues, critical resource issue)

• note: SOAP faults should not be used to return application negative responses • Web Service receives the response on the open communications thread, closes the communications session,

and returns the response to the LEIN system • LEIN receives the message from the web service, processes the input. • LEIN applies the appropriate input style sheet and presentation style sheets • LEIN forwards response in XML NIEM format to the originating ORI via the NLETS interface

2.2 SOS Web Service Interface Configuration

The new web service interface will be configured in the LEIN Message Switch to operate in parallel with the existing legacy text interface. This will allow the new vehicle related transactions to operate over the web service while the remaining driver functions continue to operate via the legacy text interface.

The current SOS text interface is configured to route to “file route 5” and operate through a station “SOS”. All current message keys are routed to this interface via the message key output configuration. Upon implementation of this project the specific vehicle related message keys will be reconfigured to output transactions to the new file route (web service).


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The new web service driver will be added to the LEIN Message Switch configuration associated to the new station class, “SOSWS”. A new set of rotor stations will be configured with a rotor head and multiple rotor stations. The rotor stations each represent a concurrent thread of operation to allow multiple, concurrent paths between LEIN and SOS. The number of rotor stations configured is variable and may be expanded ‘on the fly’ during real time operation. The number of rotor stations will be dependent upon volume of transactions. At least 20 rotor stations will be configured. The rotor head will be associated with the new file route and each rotor station will be associated to the head rotor station.

The new SOS web service interface will be configure to route to “file route 33” which is currently unused in the system. File Route 33 will contain the name of the head rotor station in the “Deliver To” field of the configuration. The literal for the configuration (PLA) will be “SOS Web Service”. Transactions will be exchanged with the new Java web service through the new interface driver.

The new web service will operate in a synchronous manner for each thread. The interface, upon delivering a transaction to SOS through one of the multiple rotor stations (thread), leaves that thread ‘open’ pending a response from SOS. To preclude stations (threads) being ‘locked pending a response’, the thread logic will have a timeout of 60 seconds in the processing logic. If SOS does not respond within the timeout period, the thread will be reset to allow continued operation. The message currently pending a response will be returned to the message switch for re-queuing and subsequent retransmission.


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Existing Text Interface File Route Station: FILE05 CLS=FILE NBR=11111 AUT=0 ALT=SOSHOLD ASO=SOS ACK, BAR, PSU PLA=Secretary of State

New Web Service File Route Station:

FILE33 CLS=FILE NBR=99999 AUT=0 ALT=SOSWSHOLD ASO=SOSWS ACK, BAR, PSU PLA=Secretary of State

2.3 Security

Security and encryption will be provided using Transport Layer Security (TLSv1.2+)

Server Authentication: The SOS server will identify itself via standard digital certificate presentation mechanism (TLS Server Hello). Production certificates will be issued by a well-known trusted certificate authority (e.g. VeriSign, enTrust, Globalsign etc.)

Client Authentication: Client certificate presentation is not required. Instead, after the SSL handshake completes and communications is secured, client credentials will be passed in the http header using HTTP Basic Authorization.

2.4 SOS Web Service Station Configuration

A Web Service interface station for SOS will be created will be assigned a default ORI2. This station will be defined with an implied route list, named “SOSWSLIST” which will contain the name of the stations representing the concurrent sessions or threads for the Web Service interface. The members of the list will be named “SOSWS01” through “SOSWSnn”, where ‘nn’ represents a two-digit numeric from ‘00’ to ‘99’. The configuration will allow multiple threads or sessions simultaneously as represented by each of the “SOSWSnn” defined stations. An example of this station configuration is shown in the TDD. • Create and configure a new station class “SOSWS” • Create new web service head station “SOSWS” of class “SOSWS” • Create and configure new SOSWS web service output rotor stations “SOSWS01” thru “SOSWSnn” • Create new “SOSWSLIST” list station with above rotor stations and configure attached to head station “SOSWS”

under “implied station” • Configure High Availability (HA) client to monitor new “SOSWS” station, including alarms for HA monitoring using

standard parameters


No new hardware or third-party software is included.


CPI will work with the State to develop a high-level test plan to ensure the system functions in accordance with the SOW or specification document. The State and SOS are responsible for testing and approving the final configuration changes prior to production implementation.

2 This ORI may be the same ORI used by the legacy interface.


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CPI provided training is not included. Knowledge transfer is accomplished via the specifications contained in this SOW and subsequent deliverables.


The following are outside the scope of the project and are not covered by this Statement of Work: • Any effort or process not specifically mentioned in this SOW

3 Assumptions, Constraints, and Dependencies

This statement of work is based upon the requirements and information supplied by the State through documentation and information exchanges. Changes in project scope or assumptions after this Statement of Work is approved and a purchase order issued may result in additional cost or schedule impacts. The following assumptions were made when preparing this SOW: • CPI will have complete access to all needed databases, interfaces and the OpenFox® Message Switch resources

via Virtual Private Network (VPN) or other external validation technique as provided by the State. • CPI and the State will coordinate the testing effort of all interfaces and timing of go-live. • Resources will be brought in and out of the project as needed, according to the project staffing plan and at the

direction of the resource managers. • All services will be performed during normal business hours (8:00 am – 5:00 pm CT, Monday – Friday) using

standard CPI methodologies, except where stipulated in this SOW and/or mutually agreed to by both parties in writing.

• Any changes to the existing non-CPI the State System Client Software, user agency interfaces, mobile vendors’ software, and/or network configuration which may be required, is the responsibility of the State and the third-party vendor to identify, coordinate, and implement. If a change is necessary, CPI will communicate the need, and the details of the change to the State within 4 weeks for third-parties to negotiate the change.

• The third party vendor will complete their development and testing 30 business days prior to the start of CPI integration testing with the vendor's delivered code.

• All changes to this SOW and/or the TDD must be documented in writing and signed by the requestor. The State and CPI Project Managers will analyze these requests and generate initial assessment as to the impact on cost and/or schedule within 5 business days.

• The enhanced web services interface will replace the existing interface in terms of VEHICLE related transactions. The existing legacy SOS interface will continue until Phase 2, DRIVERS, is completed which is a separate project.

• Implementation of message layer security instead of the recommended transport layer security mechanism will require corresponding updates to project schedule and pricing.

• Downtime may be associated with cut-over and is expected not to exceed four (4) hours. • CPI configuration for this project will be placed onto the OpenFox LEIN TEST server prior to the State beginning

User Acceptance Test (UAT). • Input transactions from in-state workstations will remain unchanged. For legacy scanline transactions, including

from LEIN to the legacy SOS interface, scanline (field) 47 will continue to be used. For purposes of the new web service SOS interface, scanline (field) 47 will be ignored and excluded from the data stream for Vehicle-related transactions.


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4 Project Risks

The State acknowledges and understands that there are inherent risks arising from the utilization of the deliverables as specified by the State and provided by CPI pursuant to this SOW. Potential risks to the outcome or performance of the project include the following: • Any proposed schedule presumes resource availability for all parties involved. Any unavailability or delays will

impact the project schedule and/or cost. • If this project is paused or delayed for any cause or reason not attributable to the acts of CPI for a duration

exceeding ninety (90) days, a Project Change Request (PCR) is required to resume the project and may result in increased cost and/or billable maintenance hours.

• The project schedule may be impacted if final Vehicle presentation materials are not delivered to CPI before the start of the project.

• If response presentations for Vehicle data deviates from the expected and commonly used formats as provided in the TDD, schedule and cost will be impacted.

5 Work Requirements


CPI will perform the following tasks and responsibilities to successfully implement the solution: • Project Management

o Coordinate with the State and SOS including routine project status meetings and information exchange • Planning:

o Collaborate with the State and SOS to create a preliminary project plan including schedule, implementation plan, and transition plan

o Present project plan to the State and SOS for review and approval o Conduct a project kickoff meeting

• Discovery and Design: o Work with the State and SOS to gather requirements. Requirements approval must be received before

configuration work by CPI can begin. o Document interfaces, configuration, and systems design based on collected requirements

• Configuration and Testing: o Complete interface coding and configuration o Test the interfaces and components to ensure the system is working as designed o Work with the State to develop a test plan to ensure all aspects of the system are functioning to specification o Resolve any configuration and coding issues identified during testing o Compile a testing report to present to the State for review/approval

• Implementation and Cutover: o Support the State User Acceptance Testing o Implement ichanges to the OpenFox LEIN Message Switch upon acceptance by the State, according to the

agreed to schedule • Project Transition and Closure:

o Present final Deliverable Acceptance Form(s) to the State for review and approval o Present invoices for milestone payment(s) upon deliverable acceptance


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5.2 SOS Responsibilities

To implement the solution, SOS will provide the following: • Identify a project point of contact • Participate in routine project status and discovery/design meetings • Assist in the creation of the integrated project plan including schedule, implementation plan, and transition plan • Participate in a project kickoff meeting • Work with the MSP and CPI to document requirements • Publish SOAP Service and provide WSDL prior to the start date of the project • Provide documentation of XML schemas and final XML instance • Test the interfaces and components to ensure the system is working as designed • Work with the MSP to develop a test plan to ensure all aspects of the system are functioning to specification • Participate in the resolution of any configuration and coding issues identified • Share testing results with CPI for documentation and resolution, including a testing report to present to the MSP

for review/approval • Support the MSP User Acceptance Testing • Support for implementation, including post-implementation testing

5.3 MSP Responsibilities

To implement the solution, the MSP will provide the following: • Project oversight to include a point of contact • Coordinate required communications with SOS • Coordinate required network communications between the State and SOS server • Provide resources in a reasonably timely manner for discovery and testing as required for this project • Provide documentation on the SOS schema, including mapping to all data fields. • Provide documentation on all ‘codes’ used in the vehicle response, including a complete list of code values, literal

translations and any cross-code dependencies, if any. • Provide presentation layout details for all Vehicle responses including a complete vehicle record. • Provide one or more test vehicle records for all vehicle functions • Identify any elements to be redacted prior to sending to any destination • Provided documentation and identify any caveats required by Secretary of State for Vehicle responses, including

any dependencies.

6 Deliverable and Milestone Schedule

Following are the initial deliverables and milestones identified for the project. Actual deliverable dates will be determined once the SOW is executed and the Purchase Order (PO) is received from the State:

Deliverable Name Description of Deliverable or Service Schedule Date


Statement of Work Accepted Agreed-on Project Scope Date of Submission to the State plus 90 days

Milestone


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Deliverable Name Description of Deliverable or Service Schedule Date


Purchase Order Received Valid Authorization to Bill or PO received Upon Acceptance of the SOW

Milestone



~3 weeks from receipt of approved SOW and PO

Written Deliverable

Project Start Confirmed start date of project Per approved project plan and timeline

Milestone


Detailed document that describes all data, architectural, interface, configuration, and/or component-level design for the product or service


Written Deliverable


• Confugure SOS Web Service Client Interface

• Configure Transaction Processing changes

• Configure SOS Vehicle data processing, NIEM style sheet, and MKE updates

• Testing Plan Verified


Service



~30 days after Configuration and Testing Complete

Payment Milestone


Approval to move to PROD received ~10 days after Validation and User Acceptance Testing Complete

Service



~30 days after Implementation and Cutover Complete

Payment Milestone

7 Project Acceptance Criteria


The Customer will have 30 calendar days following the date of delivery to assess and test the delivered products and/or services.


Acceptance Criteria for the project will be based on a User Acceptance Test (UAT) Plan. CPI will work with the State to develop a test plan to ensure all aspects of the system are functioning to specification. Successful UAT will consist of the following: • Verify installation of the web service including the associated IP addresses, firewall changes, encryption


Revision 1.03


Page 11

certificates and communication driver, including publication of the URL • Verify IP addresses and ports • Verify configuration of new stations for the web service • Verify message key routing configuration • Verify data exchange via the web service • Verify representative message keys for affected in-state and out-of-state vehicle transactions, including boat and

snowmobile • Verify error responses from SOS to LEIN • Data exchange for vehicle queries and responses are approved by Nlets

7.3 Completion

Each deliverable created under this Statement of Work will be delivered to the State with a Deliverable Acceptance Form. This form will describe the deliverable and provide the State project manager with space to indicate if the deliverable is accepted, rejected, or conditionally accepted. If CPI delivers the products and/or services in accordance with the approved Specifications, then CPI will be deemed to have completed its delivery obligations.

7.4 Rejection

If CPI fails to deliver the products and/or services in accordance with the Specifications, the State shall detail in writing the reason for rejection. . CPI will correct any non-conformities identified by the State pursuant to this Statement of Work within five (5) business days or in a mutually agreed upon time frame, at no additional cost to the State. Upon delivery of the corrected product and/or services, the process of the 30-day acceptance testing will resume.

8 Period of Performance

A project start date will be determined when all of the following conditions are met: 1) fully executed Statement of Work, and 2) receipt of appropriate approval/billing authority, such as a Purchase Order, and 3) all required predecessor projects are complete, and 4) CPI, the State and SOS resources are assigned and ready to start the work, and 5) security clearances are received, if applicable

CPI estimates the time to configure, implement, test, and accept the components detailed in this document will be completed on or before the SOS mandated date of February 19, 2019, assuming this SOW is accepted and a PO is received by June 30 2018. Actual timelines may be affected by the results of the discovery process or other factors outside the control of CPI, such as completion of work by external entities outside of CPI control.

9 Place of Performance

All OpenFox configuration and installation items will be performed remotely from the CPI facility in Bolingbrook, Illinois.

10 Other Requirements



Revision 1.03


Page 12


Revision 1.03


Page 13

11 Primary Contacts


Michigan State Police CONTRACTUAL Gordon Mayes State of Michigan Dept. of Technology Management and Budget 7150 Harris Drive Dimondale MI 48821 Phone: (517) 241-2257 Email: [email protected] OPERATIONAL Kevin Collins Michigan State Police LEIN Manager Phone: (517) 284-3046 Email: [email protected] Michigan SOS Becky Jones Secretary of State Project Manager Phone: 517-930-5509 Email: [email protected] Computer Projects of Illinois, Inc. Anthony Barthelemy Project Manager 400 Quadrangle Drive, Suite F Bolingbrook, IL 60440 Phone: (331) 757-5420 Fax: (630) 754-8835 Email: [email protected]



tel:(517)%20930-5509




Revision 1.03


Page 14

12 Pricing and Maintenance

12.1 Pricing

The following table presents the pricing associated with the tasks for this statement of work. This project is quoted as Fixed Price and is inclusive of all products and services as defined within the scope of this Statement of Work. Any deviation from this project scope or changes to approved deliverables will be subject to the CPI Project Change Request (PCR) process and presented to all parties for approval. Changes or amendment(s) to this SOW may impact the project cost and/or schedule.

This SOW is assigned CPI Quote number: MI-2018-001. Pricing is valid for 90 days from the date shown on page one of this Statement of Work


Annual Maintenance

(Year Two) 1 Discovery, design, and documentation 1 $19,725.00 $19,725.00 N/A 2 SOS Web Service Client Interface 1 $34,800.00 $34,800.00 $3,480.00 3 Transaction Processing Changes 1 $7,680.00 $7,680.00 $768.00

4 SOS Vehicle data processing, NIEM style sheet configurations, and MKE updates 1 $30,000.00 $30,000.00 $3,000.00

5 Testing 1 $7,248.00 $7,248.00 N/A 6 Project Management 1 $14,918.00 $14,918.00 N/A

TOTAL $114,371.00 $7,248.00

12.2 Invoicing

The State will be invoiced $97,200,00 upon completion of UAT, in accordance with Section 7. The State will be invoiced the remaining balance of $17,171.00 upon successfrul cutover to production In accordance with section 7.3.

12.3 Maintenance

Maintenance for all CPI products and software is included until the next anniversary date of the CPI OpenFox® Message Switching System Support and Maintenance Agreement. Maintenance charges in the amount of $7,248.00 for the above quoted products and services will be added to the current system maintenance and support amount on 01/01/2020.

12.4 Limited Work for Hire

The State acknowledges and agrees that:

12.4.1 CPI previously designed and developed an interface for use with its proprietary CPI Intellectual Property, in which it shall retain exclusive right, title and interest (“CPI Proprietary Interface”).

12.4.2 The only deliverables to be provided by CPI pursuant to this Michigan State Police Secretary of State (SOS) Web Service Interface for Vehicles Statement of Work MI-2018-001 consist of customized WSDLs and certain related stylesheets to be used by the MSP and SOS in connection with the CPI Proprietary Interface (“Interface Deliverables”).


Revision 1.03


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12.4.3 Consistent with Subsections 12.4.1 and 12.4.2, the State shall only be entitled to ownership of the Interface Deliverables, which shall be considered a Work for Hire.

STATE OF MICHIGANENTERPRISE PROCUREMENTDepartment of Technology, Management, and Budget525 W. ALLEGAN ST., LANSING, MICHIGAN 48913P.O. BOX 30026 LANSING, MICHIGAN 48909




$2,025,887.52



December 31, 2017

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE CHANGE(S) NOTED BELOW

3 - 1 Year








N/A

$0.00 $2,025,887.52

Effective 11/22/2017 The State exercises an option year and is using $126,848.58 of existing funds for maintaintence and support for the period of 1/1/2018 - 12/31/2018 per the attached quote. The new contract expiration date is 12/31/2018. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency and DTMB procurement.

[email protected]

Mayes Gordon

Timothy Taylor

[email protected]

Steve Sawatzky



*******8454

630-754-8820

475 Quadrange Drive, Suite A

(517) 284-7000

STATE

Pro

gra

m

Manager

Contra

ct

Adm

inistra

tor

CO

NTRACTO

R

MSP

517-204-8026


DTMB

N/A

DESCRIPTION

[email protected]

CONTRACT SUMMARY

Form No. DTMB-3521 (Rev. 2/2015) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract change will not be executed unless form is filed

STATE OF MICHIGAN

DEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET PROCUREMENT

P.O. BOX 30026, LANSING, MI 48909 OR

525 W. ALLEGAN, LANSING, MI 48933

CHANGE NOTICE NO. 3

to

CONTRACT NO. 071B3200068

Between

THE STATE OF MICHIGAN

and

NAME & ADDRESS OF CONTRACTOR PRIMARY CONTACT EMAIL

Computer Projects of Illinois, Inc. (CPI) SteveSawatzky [email protected]

475 Quadrange Drive, Suite A PHONE VENDOR FEIN # (LAST FOUR DIGITS ONLY)

Bolingbrook, IL 60440 630-754-8820 8454

STATE CONTACTS AGENCY NAME PHONE EMAIL

PROGRAM MANAGER DTMB Gordon Mayes 517-241-2257 [email protected]

CONTRACT ADMINISTRATOR DTMB Jarrod Barron 517-284-7045 [email protected]

CONTRACT SUMMARY

DESCRIPTION: Law Enforcement Information Network (LEIN) Disaster Recovery Software, Maintenance, Support, and Installation Services

INITIAL EFFECTIVE DATE

INITIAL EXPIRATION DATE

INITIAL AVAILABLE OPTIONS

EXPIRATION DATE BEFORE CHANGE(S) NOTED BELOW

January 1, 2013 December 31, 2017 3 one year December 31, 2017

PAYMENT TERMS F.O.B. SHIPPED TO

Net 45 Shipment N/A


☐ P-card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE EXTEND

CONTRACT EXPIRATION DATE

EXERCISE CONTRACT OPTION YEAR(S)

EXTENSION BEYOND CONTRACT OPTION

YEARS

LENGTH OF OPTION/EXTENSIO

N

EXPIRATION DATE AFTER

CHANGE

☒ No ☐ Yes ☐ ☐ Option/Extension Date

CURRENT VALUE VALUE/COST OF CHANGE NOTICE ESTIMATED REVISED AGGREGATE

CONTRACT VALUE

$1,165,016.52 $860,871.00 $2,025,887.52

DESCRIPTION: Effective August 18, 2015, the State adds $860,871.00 and the services in the attached Statement of Work to convert the State’s Law Enforcement Information network (LEIN) system and its various interfaces to utilize Extensible Markup Language (XML) instead of text format. All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, DTMB Procurement approval and approval of the State Administrative Board on August 18, 2015


MANAGEMENT AND BUDGET

IT SERVICES

STATEMENT OF WORK

Project Title: LEIN Upgrade XML Conversion Part 2

Period of Coverage:9/1/2015 – 12/31/2017


Date: July 7, 2015


Phone: 517-241-0641


Phone: 517-241-2254

Brief Description of Services to be provided: Amendment to Contract 071B3200068 to fund Contractor support for Extensible Markup Language (XML) conversion efforts to the Law Enforcement Information network (LEIN) system. This Statement of Work is governed by the terms of Contract 071B3200068. BACKGROUND: The Michigan State Police ("MSP") has requested that Computer Projects of Illinois, Inc. (CPI) review each interface within the Law Enforcement Information network (LEIN) system to determine which interfaces may be capable of conversion to Extensible Markup Language (XML). To that end, MSP funded a discovery effort through Contract Change Notice #1. This Statement of Work and its attachments are the result of that effort. PROJECT OBJECTIVE: The objective of this project is the second step of the larger LEIN XML Conversion project. The LEIN message switch Contractor, Computer Products of Illinois, Inc. (CPI), has conducted the discovery portion of the project and has provided the attached Interface Conversion to XML Discovery Results for converting LEIN and its various interfaces to utilize the Extensible Markup Language (XML). Prior to the conversion, the MSP Message Switch Platform must be upgraded to current release levels. This project objective will be broken down into several steps:

Step 1: LEIN/Archive Upgrade. The LEIN production and test message switches will be upgraded to the latest version of the CPI message switching software, and the LEIN Archive will be upgraded to the latest version of the CPI archive software.

Step 2: Nlets XML Conversion. This step will be the conversion the interface between LEIN and Nlets. Each LEIN/Nlets message key will be converted from the current text format to XML.

Step 3: NletsTIPS/Nlets Web Service Interface. This step is necessary to move Michigan’s message switch off the legacy Nlets Socket Protocol which is planning for sunsetting.

Step 4: Core Technology XML Conversion. This step will be the conversion of the interface used by MSP clientele to access LEIN. Each LEIN/client message key will be converted to allow the use of XML, in addition to the current text format.

Step 5: NCIC XML Conversion. This step will be the conversion of the interface between LEIN and NCIC. Each LEIN/NCIC message key will be converted from the current text format to XML

Step 6: Thirteen additional Interfaces. This step will be the conversion of the additional 13 interfaces for multiple required systems at a future date decided up on by the State.

SCOPE OF WORK/TASKS/ROLES AND RESPONSIBILITLES: See Computer Projects of Illinois (CPI), Interface Conversion to XML Discovery Results, version 3 (May 28, 2015) (MI-001-2014) for the total Scope of work efforts proposed as Attachment A. See initial Project Schedule Attached as Appendix B. DELIVERABLES: Each step (as described above) is a Milestone. Deliverables within each Milestone will not be considered complete until the Agency and DTMB Project Managers have formally accepted them. Deliverables for each step are listed in the Payment Section below. ACCEPTANCE CRITERIA: Per the Acceptable Criteria in the Payment Section below. PROJECT CONTROL AND REPORTS: A bi-weekly progress report must be submitted to the Agency and DTMB Project Managers throughout the life of this project. This report must be submitted with the billing invoice. Each bi-weekly progress report must contain the following:


2. Planned Tasking: Describe activities to be accomplished during the next reporting period.

3. Issues: Indicate major issues/risks/changes, real or perceived, and recommend resolutions.

SPECIFIC DEPARTMENT STANDARDS: Agency standards, if any, in addition to DTMB standards: Per Contract 071B3200068 Agreement. PAYMENT SCHEDULE: The total firm-fixed price based on the list of steps below is $941,226.00.

Step Description Cost

#1 LEIN/Archive Upgrade $20,966.00

#2 Nlets XML Conversion $59,920.00

#3 Nlets TIPS/Nlets Web Service Interface $20,435.00

#4 Core Technology XML Conversion $74,990.00

#5 NCIC XML Conversion $309,980.00

#6 Future Interfaces $454,935.00

TOTAL $941,226.00

Although the Contractor will be contracted to complete all the Steps above, Steps 2 and 3 are proposed to be paid by the International Justice and Public Safety Network (Nlets) via grant, therefore the cost for Step 2 and 3 is not required to be added to Contract 071B3200068. Contract 071B3200068 is to be increased by $860,871.00 to cover the cost for the remaining steps. At this time, this request is for a Purchase Order issuance for only step 1, 4 and 5 totaling $405,936.00. The State will request a separate Purchase Order based on this agreed amendment for Step 6 at a future agreed upon date by the State. Each step of this project is a firm-fixed price Milestone basis. Payment will be made upon satisfactory acceptance of each Milestone by MSP and DTMB and has been promoted to the MSP LEIN Production environment. No partial payments will be made. See below for payment table.

Payment table Milestone Description of

Service to be Provided

Deliverables relating to Milestone

Unit Price Quantity Total Cost Acceptance Criteria

Step 1 LEIN/Archive Upgrade

The LEIN production and test message switches will be upgraded to the latest version of the CPI message switching software, and the LEIN Archive will be upgraded to the latest version of the CPI archive software.

Upgrade to Configurator 6.6 on TEST

$95.00 10 $950.00

Thirty days of successful operations, error free, in MSP LEIN Production environment.

Certified Files PROD and TEST update

$95.00 10 $950.00

Desktop 3.06 PROD and TEST upgrade

$95.00

$70.00

$93.00

24 10 2

$2,280.00$700.00$186.00

Archive V1 update $130.00 15 $1,950.00

Archive and Retrieval 3 $95.00

$95.00

$130.00

9 10 12

$855.00$950.00

$1,560.00

Configurator 7.2 upgrade $95.00 86 $8,170.00

Project Management, $105.00 23 $2,415.00Warranty lasting until 12/31/2017

Included 1 Included

TOTAL COST $20,966.00 Step 2: Nlets XML Conversion

Conversion of the format between LEIN and Nlets.

Custom programming $95.00 158 $15,010.00 Thirty days of successful operations, error free, in MSP LEIN Production environment

Style sheet development $95.00$130.00

311 10

$29,545.00$1,300.00

Testing $95.00 53 $5,035.00Project management $105.00 86 $9,030.00Warranty lasting until 12/31/2017

Included 1 Included

TOTAL COST $59,920.00

Step 3: Nlets TIPS/Nlets Web Service

Move Michigan’s message switch

Custom programming $95.00 105 $9,975.00 Thirty days of successful operations, error free, in

Style sheet development $95.00 78 $7,410.00

Interface off the legacy Nlets Socket Protocol which is planning for sunsetting.

Testing $95.00 10 $950.00 MSP LEIN Production environment Project management $105.00

20 $2,100.00Warranty lasting until 12/31/2017

Included 1 Included


Step 4: Core Technology XML Conversion

Conversion of the interface used by MSP clientele to access LEIN. Each LEIN/client message key will be converted to allow the use of XML, in addition to the current text format.


Style sheet development $95.00 263 $24,985.00Testing $95.00 67 $6,365.00

Project management $105.00$140.00

1043

$10,920.00$420.00

Warranty lasting until 12/31/2017

Included 1 Included

TOTAL COST $74,990.00 Step 5: NCIC XML Conversion

Conversion of the interface between LEIN and NCIC. Each LEIN/NCIC message key will be converted from the current text format to XML

Custom programming $95.00$130.00$130.00

393384384

$37,335.00$49,920.00$49,920.00

Thirty days of successful operations, error free, in MSP LEIN Production environment

Style sheet development $95.00 1,052 $99,940.00Testing $95.00 277 $26,315.00


310100

$32,550.00$14,000.00


Included 1 Included

TOTAL COST $309,980.00 Step 6: Future

Conversion of the additional 13



Interfaces interfaces for multiple required systems at a future date decided upon by the State.

Testing $95.00 31 $2,945.00 MSP LEIN Production environment per each interface. Warranty will last until 12/31/2017.

Project management $105.00$140.00 47

3$4,935.00

$420.00

Per Interface Total $34,995.00

Per Interface Total x 13 = TOTAL COST $454,935.00

DTMB will pay CONTRACTOR upon successful completion of the Acceptance Criteria and receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order. DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date, and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees. When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense. Payment shall be considered timely if made by the DTMB within forty-five (45) days after receipt of properly completed invoices. EXPENSES: The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS: The designated Agency Project Manager is: Kevin Collins Michigan State Police Criminal Justice Information Center MSP HQ, 2nd floor 333 S. Grand Ave. Lansing, MI 48933 517-241-0641 Fax: 517-241-0865 [email protected] The designated DTMB Project Manager is: Gordon Mayes DTMB Customer Service MSP HQ’s, 4th Floor 333 S Grand Ave Lansing, MI 517-241-2257 [email protected] LOCATION OF WHERE THE WORK IS TO BE PERFORMED: All work will be performed by the Contractor remotely. EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS: Due to the work being performed remotely and on a fixed cost basis, there are no requirements regarding the number of hours worked on this project by the Contractor (i.e. total number of hours, hours per day, working hours).


MANAGEMENT AND BUDGET

IT SERVICES

STATEMENT OF WORK

Project Title: LEIN Upgrade XML Conversion Part 2

Period of Coverage:9/1/2015 – 12/31/2017


Date: July 7, 2015


Phone: 517-241-0641


Phone: 517-241-2254

Brief Description of Services to be provided: Amendment to Contract 071B3200068 to fund Contractor support for Extensible Markup Language (XML) conversion efforts to the Law Enforcement Information network (LEIN) system. This Statement of Work is governed by the terms of Contract 071B3200068. BACKGROUND: The Michigan State Police ("MSP") has requested that Computer Projects of Illinois, Inc. (CPI) review each interface within the Law Enforcement Information network (LEIN) system to determine which interfaces may be capable of conversion to Extensible Markup Language (XML). To that end, MSP funded a discovery effort through Contract Change Notice #1. This Statement of Work and its attachments are the result of that effort and the forgoing efforts for such conversion. PROJECT OBJECTIVE: The objective of this project is the second step of the larger LEIN XML Conversion project. The LEIN message switch Contractor, Computer Products of Illinois, Inc. (CPI), has conducted the discovery portion of the project and has provided the attached Interface Conversion to XML Discovery Results for converting LEIN and its various interfaces to utilize the Extensible Markup Language (XML). Prior to the conversion, the MSP Message Switch Platform must be upgraded to current release levels. This project objective will be broken down into several steps:

Step 1: LEIN/Archive Upgrade. The LEIN production and test message switches will be upgraded to the latest version of the CPI message switching software, and the LEIN Archive will be upgraded to the latest version of the CPI archive software.

Step 2: Nlets XML Conversion. This step will be the conversion the interface between LEIN and Nlets. Each LEIN/Nlets message key will be converted from the current text format to XML.

Step 3: NletsTIPS/Nlets Web Service Interface. This step is necessary to move Michigan’s message switch off the legacy Nlets Socket Protocol which is planning for sunsetting.

Step 4: Core Technology XML Conversion. This step will be the conversion of the interface used by MSP clientele to access LEIN. Each LEIN/client message key will be converted to allow the use of XML, in addition to the current text format.

Step 5: NCIC XML Conversion. This step will be the conversion of the interface between LEIN and NCIC. Each LEIN/NCIC message key will be converted from the current text format to XML

Step 6: Thirteen additional Interfaces. This step will be the conversion of the additional 13 interfaces for multiple required systems at a future date decided up on by the State.

SCOPE OF WORK/TASKS/ROLES AND RESPONSIBILITLES: See Computer Projects of Illinois (CPI), Interface Conversion to XML Discovery Results, version 3 (May 28, 2015) (MI-001-2014) for the total Scope of work efforts proposed as Attachment A. See initial Project Schedule Attached as Appendix B. DELIVERABLES: Each step (as described above) is a Milestone. Deliverables within each Milestone will not be considered complete until the Agency and DTMB Project Managers have formally accepted them. Deliverables for each step are listed in the Payment Section below. ACCEPTANCE CRITERIA: Per the Acceptable Criteria in the Payment Section below. PROJECT CONTROL AND REPORTS: A bi-weekly progress report must be submitted to the Agency and DTMB Project Managers throughout the life of this project. This report must be submitted with the billing invoice. Each bi-weekly progress report must contain the following:


5. Planned Tasking: Describe activities to be accomplished during the next reporting period.

6. Issues: Indicate major issues/risks/changes, real or perceived, and recommend resolutions.

SPECIFIC DEPARTMENT STANDARDS: Agency standards, if any, in addition to DTMB standards: Per Contract 071B3200068 Agreement. PAYMENT SCHEDULE: The total firm-fixed price based on the list of steps below is $941,226.00.

Step Description Cost

#1 LEIN/Archive Upgrade $20,966.00

#2 Nlets XML Conversion $59,920.00

#3 Nlets TIPS/Nlets Web Service Interface $20,435.00

#4 Core Technology XML Conversion $74,990.00

#5 NCIC XML Conversion $309,980.00

#6 Future Interfaces $454,935.00

TOTAL $941,226.00

Although the Contractor will be contracted to complete all the Steps above, Steps 2 and 3 is proposed to be paid by the International Justice and Public Safety Network (Nlets) via grant, therefore the cost for Step 2 and 3 is not required to be added to Contract 071B3200068. Contract 071B3200068 is to be increased by $860,871.00 to cover the cost for the remaining steps. At this time, this request is for a Purchase Order issuance for only step 1, 4 and 5 totaling $405,936.00. The State will request a separate Purchase Order based on this agreed amendment for Step 6 at a future agreed upon date by the State. Each step of this project is a firm-fixed price Milestone basis. Payment will be made upon satisfactory acceptance of each Milestone by MSP and DTMB and has been promoted to the MSP LEIN Production environment. No partial payments will be made. See below for payment table.

Payment table Milestone Description of

Service to be Provided

Deliverables relating to Milestone

Unit Price Quantity Total Cost Acceptance Criteria

Step 1 LEIN/Archive Upgrade

The LEIN production and test message switches will be upgraded to the latest version of the CPI message switching software, and the LEIN Archive will be upgraded to the latest version of the CPI archive software.

Upgrade to Configurator 6.6 on TEST

$95.00 10 $950.00

Thirty days of successful operations, error free, in MSP LEIN Production environment.

Certified Files PROD and TEST update

$95.00 10 $950.00

Desktop 3.06 PROD and TEST upgrade

$95.00

$70.00

$93.00

24 10 2

$2,280.00$700.00$186.00

Archive V1 update $130.00 15 $1,950.00

Archive and Retrieval 3 $95.00

$95.00

$130.00

9 10 12

$855.00$950.00

$1,560.00

Configurator 7.2 upgrade $95.00 86 $8,170.00

Project Management, $105.00 23 $2,415.00Warranty lasting until 12/31/2017

Included 1 Included

TOTAL COST $20,966.00 Step 2: Nlets XML Conversion

Conversion of the format between LEIN and Nlets.


Style sheet development $95.00$130.00

311 10

$29,545.00$1,300.00

Testing $95.00 53 $5,035.00Project management $105.00 86 $9,030.00Warranty lasting until 12/31/2017

Included 1 Included


Step 3: Nlets TIPS/Nlets

Move Michigan’s message switch



Web Service Interface

off the legacy Nlets Socket Protocol which is planning for sunsetting.

Testing $95.00 10 $950.00 MSP LEIN Production environment Project management $105.00

20 $2,100.00Warranty lasting until 12/31/2017

Included 1 Included


Step 4: Core Technology XML Conversion

Conversion of the interface used by MSP clientele to access LEIN. Each LEIN/client message key will be converted to allow the use of XML, in addition to the current text format.


Style sheet development $95.00 263 $24,985.00Testing $95.00 67 $6,365.00


1043

$10,920.00$420.00


Included 1 Included

TOTAL COST $74,990.00 Step 5: NCIC XML Conversion

Conversion of the interface between LEIN and NCIC. Each LEIN/NCIC message key will be converted from the current text format to XML

Custom programming $95.00$130.00$130.00

393384384

$37,335.00$49,920.00$49,920.00

Thirty days of successful operations, error free, in MSP LEIN Production environment

Style sheet development $95.00 1,052 $99,940.00Testing $95.00 277 $26,315.00


310100

$32,550.00$14,000.00


Included 1 Included

TOTAL COST $309,980.00 Step 6: Future

Conversion of the additional 13



Interfaces interfaces for multiple required systems at a future date decided upon by the State.

Testing $95.00 31 $2,945.00 MSP LEIN Production environment per each interface. Warranty will last until 12/31/2017.

Project management $105.00$140.00 47

3$4,935.00

$420.00

Per Interface Total $34,995.00

Per Interface Total x 13 = TOTAL COST $454,935.00

DTMB will pay CONTRACTOR upon successful completion of the Acceptance Criteria and receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order. DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date, and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees. When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense.

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

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

PROJECT CONTACTS: The designated Agency Project Manager is: Kevin Collins Michigan State Police Criminal Justice Information Center MSP HQ, 2nd floor 333 S. Grand Ave. Lansing, MI 48933 517-241-0641 Fax: 517-241-0865 [email protected] The designated DTMB Project Manager is: Gordon Mayes DTMB Customer Service MSP HQ’s, 4th Floor 333 S Grand Ave Lansing, MI 517-241-2257 [email protected]

LOCATION OF WHERE THE WORK IS TO BE PERFORMED: All work will be performed by the Contractor remotely. EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS: Due to the work being performed remotely and on a fixed cost basis, there are no requirements regarding the number of hours worked on this project by the Contractor (i.e. total number of hours, hours per day, working hours).


STATE OF MICHIGAN




CHANGE NOTICE NO. 2

to


Between


and

NAME & ADDRESS OF CONTRACTOR PRIMARY CONTACT EMAIL

Computer Projects of Illinois, Inc. (CPI) SteveSawatzky [email protected]

475 Quadrange Drive, Suite A PHONE VENDOR FEIN # (LAST FOUR DIGITS ONLY)

Bolingbrook, IL 60440 630-754-8820 8454


PROGRAM MANAGER DTMB Gordon Mayes 517-241-2257 [email protected]

CONTRACT ADMINISTRATOR DTMB Jarrod Barron 517-284-7045 [email protected]

CONTRACT SUMMARY

DESCRIPTION: Law Enforcement Information Network (LEIN) Disaster Recovery Software, Maintenance, Support, and Installation Services

INITIAL EFFECTIVE DATE

INITIAL EXPIRATION DATE

INITIAL AVAILABLE OPTIONS

EXPIRATION DATE BEFORE CHANGE(S) NOTED BELOW

January 1, 2013 December 31, 2017 3 one year December 31, 2017

PAYMENT TERMS F.O.B. SHIPPED TO

Net 45 Shipment N/A


☐ P-card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No MINIMUM DELIVERY REQUIREMENTS

N/A


EXTEND CONTRACT EXPIRATION DATE


EXTENSION BEYOND CONTRACT OPTION YEARS

LENGTH OF OPTION/EXTENSION


CHANGE

☒ No ☐ Yes ☐ ☐ Option/Extension Date

CURRENT VALUE VALUE/COST OF CHANGE NOTICE ESTIMATED REVISED AGGREGATE

CONTRACT VALUE

$1,156,196.52 $8,820.00 $1,165,016.52

DESCRIPTION: Effective March 9, 2015, this contract is amended to add $8,820.00 for the services in the attached statement of work to create an automatic query of a person’s name based on the result of a license plate query. All other pricing, terms and conditions remain the same. Per contractor and agency agreement, and DTMB Procurement approval.



STATEMENT OF WORK

Project Title: LEIN Cascading Query

Period of Coverage:1 Feb 15 -31 Sept 15


Date: Jan. 6, 2015


Phone: 517-241-0641


Phone: 517-241-2254

Brief Description of Services to be provided: BACKGROUND: This Statement of Work is governed by the terms of Contract 071B3200068. Currently the MSP uses separate vendors for access to the Law Enforcement Information Network (LEIN) for the stationary and mobile environments. To allow for cascading queries to be vendor independent we are requesting the Vendor who supports the LEIN switches for Michigan, to add this functionality within their solution. PROJECT OBJECTIVE: The objective of the Law Enforcement Information Network (LEIN) Cascading Query project is for the LEIN message to automatically perform name-based hot-file queries based on the results of a license plate query. This functionality will be configurable by agency and will be programmed in a way that doesn't require any programming on the part of the user agency's vendor. When used during a traffic stop, this functionality saves the user time and effort, allowing the user to maintain more visual contact with the subject of the stop. SCOPE OF WORK: Please See Computer Projects of Illinois (CPI), DRIVER Query from LICENSE Plate Response State of Work (SOW), version 1.2 (December 6, 2014) (MI-002-2014) for the agreed upon Scope of Work, the same being incorporated herein by reference. This is a fixed price project and no payment will be made on any part until the full solution has been fully accepted by MSP and DTMB and has been promoted to the MSP LEIN Production environment. TASKS: Technical support is required to assist with the following tasks:

- Project Management - Software Architect to accurately complete the requested work. - Testing of the new query in the MSP LEIN Test Switch - Promotion of new Query to production - Any relevant knowledge transfer to CPI.

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

- Project management

- Coding to accomplish the derivative spawns - Testing - Move to production system - Knowledge Transfer to both MSP and DTMB staff - Documentation for the Cascading Query - Post production support

ACCEPTANCE CRITERIA: Work will be accepted by both MSP and DTMB when the new Query has been been fully tested and moved to production. PROJECT CONTROL AND REPORTS: A bi-weekly progress report must be submitted to the Agency and DTMB Project Managers throughout the life of this project. This report may be submitted with the billing invoice. Each bi-weekly progress report must contain the following:

Accomplishments: Indicate what was worked on and what was completed during the current reporting period.

SPECIFIC DEPARTMENT STANDARDS: Agency standards, if any, in addition to DTMB standards. PAYMENT SCHEDULE: This is a fixed price project ($8,820.00) and no payment will be made on any part until the full solution has been fully accepted by MSP and DTMB and has been promoted to the MSP LEIN Production environment. Payment will be made upon satisfactory acceptance of the Deliverables. DTMB will pay CONTRACTOR upon receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order not more often than monthly. DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date, and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees. When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense. Payment shall be considered timely if made by the DTMB within forty-five (45) days after receipt of properly completed invoices. EXPENSES: The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc. PROJECT CONTACTS: The designated Agency Project Manager is: Kevin Collins Michigan State Police Criminal Justice Information Center MSP HQ, 2nd floor 333 S. Grand Ave. Lansing, MI 48933 517-241-0641 Fax: 517-241-0865 [email protected]

The designated DTMB Project Manager is: Gordon Mayes DTMB Customer Service MSP HQ’s, 4th Floor 333 S Grand Ave Lansing, MI 517-241-2257 [email protected] AGENCY RESPONSIBILITIES: MSP will:

- Provide system access - Provide information as may be requested by vendor - Testing as required - Approval to move to production system

LOCATION OF WHERE THE WORK IS TO BE PERFORMED: All work will be performed by the vendor remotely. EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS: The quote for this SOW is a flat fee of $8,820.00. Therefore, there are no requirements regarding the number of hours worked on this project by the vendor (i.e. total number of hours, hours per day, working hours). Vendor will complete work with 60 days of receipt of purchase order.


Driver Query Spawn from License Plate

Query Response

Statement of Work

December 6, 2014

Version 1.2 October 6, 2014

Version 1.1

Version 1, dated 8/27/2014


475 Quadrangle Drive Bolingbrook, IL 60440

(630) 754-8820

Contents

1 INTRODUCTION ......................................................................................... 24

1.1 Assumptions .................................................................................................................................... 24

2 BUSINESS PROCESS ................................................................................ 24

2.1 Detail Information .......................................................................................................................... 24 2.1.1 OLN Query .................................................................................................................................. 25 2.1.2 NAM Query ................................................................................................................................. 25

2.1.2.1 NAM Query – QCCW ........................................................................................................ 26

2.2 Valid Query Type Table ................................................................................................................ 27

2.3 XREF Naming Convention ............................................................................................................ 27

3 DELIVERABLES AND RESPONSIBILITIES .............................................. 27

3.1 CPI Deliverables ............................................................................................................................. 27

3.2 Michigan State Police Responsibilities ......................................................................................... 27

4 PROJECT TIMELINE .................................................................................. 28

5 PRICING ...................................................................................................... 29

Introduction

The Michigan State Police has requested that CPI spawn a driver query using the OLN contained in a positive response to a vehicle license plate query. This functionality is currently in one of their workstation vendor’s package. MSP would like to replicate this functionality to other implementations as well. The current vendor includes an option in the workstation screen to select the ‘drill down’ option. MSP requests that this be implemented in such a manner as to eliminate such a need or minimize the need for other vendors to change to accommodate the functionality.

Assumptions

All work will be performed remotely. No additional hardware or software is required for this effort. This will ONLY apply to in-state queries routed to SOS. If the state code is not “MI”, then the

derivative spawning will not occur. This would apply only to originating stations not a TALON station. Secretary of State (SOS) will not change the format of the responses especially as it related to

the OLN field. There are two derivative spawns from an original query by LIC plate

o Query by OLN based upon LIC Query response o Query by NAM, DOB, RAC, SEX based upon OLN query response o The OLN field can only be identified by matching a 17 char sequence which begins with

an alpha character, followed by 4 repetitions of “-999”. Example: X-999-999-999-999. o The beginning alpha character matches the first character of the last name of the driver.

For the special XREF station identified in section 0, CPI will configure a few testing XREF stations but MSP will be responsible for configuring all production XREF stations.

Business Process

Each time that an in-state users performs a query (“Q”) requesting vehicle registration information by license plate (scan line 13), SOS returns a positive hit response with the OLN of the registered owner, if available, contained within the response. The OLN is formatted by SOS as a 17 char sequence as indicated by “X-999-999-999-999” where “X” is an alpha character matching the driver’s first character of the last name and “9” represents digits assigned to the OLN by SOS. The response will be scanned looking for this format to spawn the driver query.

Detail Information

License Plate inquiries from in-state are defined as a ‘Q’ message key with a coded string required by SOS. These codes identify to SOS the type of query and the identifiers being used. The code is primary code terminated by a “:” followed by a secondary code which identifiers the parameters being used. For purposes of this project the primary code must be “47” and the secondary code for a LIC PLATE query may be either 11, 11C, 13, 14, or 15. These secondary codes indicate a query by LIC plate (scan-line 13). Example – Original LIC Query: Q.MI630043N.47:11.13:ABC1234.55:SMITH.56:SMITH/SO.

OLN Query

Upon receiving a response from SOS, the system will scan the response and lookup the original query. If the original query was a query by LIC plate, the derivate spawn process will continue. If not, the response will be returned to the requester as is the current process. The response to the original LIC plate query will be scanned to locate the OLN. Once the OLN is located, the system will then format a query by OLN as if submitted by the original station. The system will then process according to established and existing edits and rules. For the OLN query the header info, ORI, operator (scan line 55) and “for” (scan line 56) parameters from the first query will be used in this query. The type of query generated to SOS will be controlled by the existence or absence of a specially formatted XREF station pointing to/associated to the originating device. The XREF station contain the type of query to be used to SOS within the PLA field. The entry in the PLA field must be formatted correctly. Refer to section 0 for information. The system will then lookup a special station in a two-step process to determine if the spawning process should be followed. The first level will be for the station originating the query. The system will look up a derived station name combining “SOS” with the station name (max 15 char). If that station exists, this would indicate that this device (in general) desires the spawning mechanism. The second level would be a lookup for a special station matching a derived name combing “SOS” and the station ORI from which the transaction originated. Example: LEVEL 1 Check “SOSWXSHCOMP2”

Meaning: Station “WXSHCOMP2” may use this spawning depending upon level 2 criteria Example: LEVEL 2 Check “SOSMI8318306”

This check would only be attempted if the LEVEL 1 check were successful. If this check is successful, then the spawning would be completed.

See section 0. If either of the special XREF stations are not present, then the derivative spawning (a.k.a. drill down) will NOT take place. If BOTH the special XREF stations exist, the OLN query to SOS will be configured according to the content of the PLA for the XREF station. (example: 47:35/42 or 47:36). Example – Derivative Spawn OLN Query: Q.MI630043N.47:35/43.11:A999999999999.55:SMITH.56:SMITH/SO. Query routing will be determined by the configuration of the “Q” message key and the specific query parameters.

NAM Query

Upon receiving a response from SOS, the system will scan the response and lookup the original query. If the original query was a query by LIC plate, the derivate spawn process will continue. If not, the response will be returned to the requester as is the current process.

The response to the original OLN query will be scanned to locate the NAM (scan line 1), DOB (scan line 7), SEX/RAC (scan line 2) of the driver. Once the NAM information is located, the system will then format a query by NAM, DOB, SEX, RAC as if submitted by the original station. The system will then process according to established and existing edits and rules. For the NAM query the header info, ORI, operator (scan line 55) and “for” (scan line 56) parameters from the first query will be used in this query. As in the first spawn the type of query generated to SOS will be controlled by the existence or absence of a specially formatted XREF station pointing to/associated to the originating device.

Example – Derivative Spawn NAM Query: Q.MI630043N.47:35/43. 1:MAXWELL/JUSTIN/JAE/.2:UM.7:19820107. 55:SMITH.56:SMITH/SO.77.1

Query routing will be determined by the configuration of the “Q” message key and the specific query parameters.

NAM Query – QCCW

The derivative spawn process will be expanded to include a query to the CCW system. In order to do so the scan lines indicated below have been added to the QCCW transaction definition. As in section 0, once the NAM information is located, the system will then process the data in order to format a QCCW query by NAM, DOB, SEX, RAC as if submitted by the original station. In this case, if the scan-lines 262 and 263 and possibly 264 are not present, the QCCW transaction will NOT be spawned. The rules governing these scan-lines are as follows:

Scan-line 262 (CPLP) – numeric, values of 1-6 Scan-line 263 (CPLA) – alpha, value of “Y” Scan-line 264 (CPLR) – 50 character text – optional field, required if CPLP=6 1. All queries to CCW require scan-line 262 (CPLP), 2. all queries by NAM/RAC/SEX/DOB must require scan-lines 262 (CPLP) AND 263(CPLA) 3. Whenever 262 (CPLP) = 6, 264 (CPLR) must not be null.

If the scan-lines above are present according to the defined rules, the system will then process the QCCW according to established and existing edits and rules. For the NAM query the header info, ORI, operator (scan line 55) and “for” (scan line 56) parameters from the first query will be used in this query as well.

Example – Derivative Spawn NAM Query to CCW: QCCW.MI630043N.1:MAXWELL/JUSTIN/JAE/.2:UM.7:19820107.262:1.263:A. 55:SMITH.56:SMITH/SO.77.1 Example – Derivative Spawn NAM Query to CCW: QCCW.MI630043N.1:MAXWELL/JUSTIN/JAE/.2:UM.7:19820107.262:6.263:A. 264:xxxxxxxxxxxxxxxxxxxxxxxxxx.55:SMITH.56:SMITH/SO.77.1

Query routing will be determined by the configuration of the “QCCW” message key and the specific query parameters.

Valid Query Type Table

SOS INQUIRIES – PERSONS

DRIVER/OPERATOR RECORDS

SOS CODES SOS RESPONSE IDENTIFIERS

47:35 Current Driver Status (eligibility to drive).

NAME (1), RACESEX (2), & DOB (7) NOT ALLOWED

47:36 Complete Driving Record (edited) NAME (1), RACESEX (2), & DOB (7) and/or OLN (11)

47:42 Complete Driving History Record (unedited).

NAME (1), RACESEX (2), & DOB (7) and/or OLN (11)

47:35/42 Current Driver Status and Driver History (unedited).


47:35/42C Current Driver Status and Certified Driver History.


47:39 License Information (Previous/Alias Name).


47:40 Current Address. NAME (1), RACESEX (2), & DOB (7) and/or OLN (11)

47:43 History of all Convictions. NAME (1), RACESEX (2), & DOB (7) and/or OLN (11)

47:27 Watercraft/Snowmobile Operator Status.


47:28 Watercraft/Snowmobile Complete Operator History Record.


XREF Naming Convention

The XREF station to be created will using the naming convention as follows: Char 1,2,3 = “SOS” Remaining char = ORI from transaction. Example: “SOSMI630043N” (cannot exceed 15 char)

This will allow MSP to configure the derivative spawn indicated for each XDAC or any other originating station. Example of XREF Station:

SOSMI630043N CLS=XREF NBR=11111 AUT=0 BAR, PSU PLA=47:35/43

Deliverables and Responsibilities

CPI Deliverables

CPI will provide the following deliverables for the MSP:

Project management Coding to accomplish the derivative spawns Testing Move to production Post production support

Michigan State Police Responsibilities

Provide system access

Provide information as may be requested Testing as required Approval to move to production

Project Timeline

CPI will schedule the work upon receipt of PO if monetary charges, or upon agreement to proceed if using maintenance hours. CPI will work to complete this within 60 days if agreed to by MSP and a PO or authorization to use contract funds is provided by September 30, 2014.

Pricing

The following table presents the pricing associated with the tasks for this statement of work. The SOW has been assigned the following CPI quote # MI–002–2014. Please include this number on all purchase order documents.

Item Description Initial Cost

Year 2 Maintenance

Derivative Spawn #1: Spawn DRIVER query by OLN from VEHICLE Registration query by LIC plate response Derivative Spawn #2: Spawn DRIVER query by NAM/DOB/RAC/SEX from OLN query response, to include SOS

$4,240.00 n/a

Derivative Spawn #3: Spawn QCCW query by NAM/DOB/RAC/SEX from OLN query response to include CPL fields

$1,600.00

Testing $1060.00 n/a

Project Management $1,920.00 n/a

Total $8,820.00 n/a

*ALL CPI PRODUCTS AND SOFTWARE COME WITH A WARRANTY LASTING UNTIL THE NEXT ANNIVARSARY DATE OF THE CPI OPENFOX™ MESSAGE SWITCHING SYSTEM SUPPORT AND MAINTENANCE CONTRACT. THE MAINTENANCE CHARGES FOR THE ABOVE QUOTED PRODUCTS AND SERVICES WILL THEN BE ADDED TO THE CURRENT MSP SYSTEM MAINTENANCE AND SUPPORT.


STATE OF MICHIGAN




CHANGE NOTICE NO. 1 to

CONTRACT NO. 071B3200068 between


and

NAME & ADDRESS OF CONTRACTOR: PRIMARY CONTACT EMAIL

Computer Projects of Illinois, Inc. (CPI) Lorne Sawatzky [email protected]

475 Quadrange Drive, Suite A TELEPHONE CONTRACTOR #, MAIL CODE

Bolingbrook, IL 60440 (630) 754-8820 STATE CONTACTS AGENCY NAME PHONE EMAIL

CONTRACT COMPLIANCE INSPECTOR: DTMB Gordon Mayes (517) 241-2257 [email protected]

BUYER: DTMB Steve Motz (517) 241-3215 [email protected]

CONTRACT SUMMARY: DESCRIPTION:

Law Enforcement Information Network (LEIN) Disaster Recovery Software, Maintenance, Support, and Installation Services

INITIAL TERM EFFECTIVE DATE INITIAL EXPIRATION DATE AVAILABLE OPTIONS

5 Years January 1, 2013 December 31, 2017 Three One-Year

PAYMENT TERMS F.O.B SHIPPED SHIPPED FROM

Net 45 Shipment N/A N/A ALTERNATE PAYMENT OPTIONS: AVAILABLE TO MiDEAL PARTICIPANTS

P-card Direct Voucher (DV) Other YES NO

MINIMUM DELIVERY REQUIREMENTS:

N/A

MISCELLANEOUS INFORMATION:

N/A DESCRIPTION OF CHANGE NOTICE:

EXTEND CONTRACT EXPIRATION DATE


EXTENSION BEYOND CONTRACT OPTION

YEARS LENGTH OF

OPTION/EXTENSION


CHANGE

No Yes 12/31/2017

COST OF CHANGE NOTICE: ESTIMATED REVISED AGGREGATE CONTRACT

VALUE:

$50,000.00 $1,156,196.52 Effective 12/30/2014, Contract value is hereby increased by $50,000.00 to provide adequate funds for the attached Statement of Work and pricing schedule for analysis of interface transition requirements for XML. This is allowable per the existing contract terms. All other terms, conditions, current pricing and specifications remain the same.



STATEMENT OF WORK

Project Title: LEIN XML Conversion Discovery

Period of Coverage:


Date: Oct. 21, 2014


Phone: 517-241-0641

DTMB Project Manager:

Phone:

Brief Description of Services to be provided: BACKGROUND: PROJECT OBJECTIVE: The objective of this project is the first step of the larger LEIN XML Conversion project. This first step, LEIN XML Conversion Discovery, is for the LEIN message switch vendor, Computer Products of Illinois (CPI), to examine each LEIN interface to determine which of them may be capable of conversion to XML. For each interface, CPI will determine the work needed to convert each interface and provide a quote. SCOPE OF WORK: See Computer Projects of Illinois (CPI), Interface Conversion to XML Discovery State of Work (SOW), version 2 (October 6, 2014) (MI-001-2014) TASKS: Technical support is required to assist with the following tasks:

- Contract change (not included in scope of current contract). - Any relevant knowledge transfer to CPI.

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

- An additional SOW and quote which identifies all interfaces capable of being converted to XML.

ACCEPTANCE CRITERIA: PROJECT CONTROL AND REPORTS: A bi-weekly progress report must be submitted to the Agency and DTMB Project Managers throughout the life of this project. This report may be submitted with the billing invoice. Each bi-weekly progress report must contain the following:

7. Hours: Indicate the number of hours expended during the past two weeks, and the cumulative total to date for the project. Also state whether the remaining hours are sufficient to complete the project.

8. Accomplishments: Indicate what was worked on and what was completed during the

current reporting period.

9. Funds: Indicate the amount of funds expended during the current reporting period, and the

cumulative total to date for the project.

SPECIFIC DEPARTMENT STANDARDS: Agency standards, if any, in addition to DTMB standards. PAYMENT SCHEDULE: Payment will be made upon satisfactory acceptance of the Deliverable. DTMB will pay CONTRACTOR upon receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order not more often than monthly. DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date, and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed the progress of the project, and fees. When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense. Payment shall be considered timely if made by the DTMB within forty-five (45) days after receipt of properly completed invoices. EXPENSES: The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

The designated Agency Project Manager is: Name Kevin Collins Department Michigan State Police Area Criminal Justice Information Center Building/Floor MSP HQ, 2nd floor Address 333 S. Grand Ave. City/State/Zip Lansing, MI 48933 Phone Number 517-241-0641 Fax Number 517-241-0865 Email Address [email protected] The designated DTMB Project Manager is: Name Department Area Building/Floor Address City/State/Zip Phone Number Fax Number Email Address AGENCY RESPONSIBILITIES: ?? LOCATION OF WHERE THE WORK IS TO BE PERFORMED: All work will be performed by the vendor remotely. EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS: The quote for this SOW is a flat fee of $50,000. Therefore, there are no requirements regarding the number of hours worked on this project by the vendor (i.e. total number of hours, hours per day, working hours).

Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed unless form is filed

STATE OF MICHIGAN

DEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET January 10, 2013 PROCUREMENT




between


and




Bolingbrook, IL 60440 (630) 754-8820












N/A


N/A

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION: $1,106,196.52

Form No. DTMB-3522 (Rev. 4/2012) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed unless form is filed

STATE OF MICHIGAN





between


and




Bolingbrook, IL 60440 (630) 754-8820












N/A


N/A

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION: $1,106,196.52

THIS IS NOT AN ORDER: This Contract Agreement is awarded on the basis of our inquiry bearing the solicitation #C20120815-121126. Orders for delivery will be issued directly by the Department of Technology, Management & Budget through the issuance of a Purchase Order Form.

Form No. DTMB-3522 (Rev. 4/2012)

FOR THE CONTRACTOR: FOR THE STATE:


Firm Name Signature Greg Faremouth, IT Division Director

Authorized Agent Signature Name/Title

DTMB, Procurement Authorized Agent (Print or Type) Enter Name of Agency

Date Date

STATE OF MICHIGAN Department of Technology, Management and Budget

DTMB Procurement

Contract No.071B3200068 MSP Law Enforcement Information Network (LEIN) Software, Maintenance and Support

Buyer Name: Steve Motz

Telephone Number: 517-241-3215 E-Mail Address: [email protected]

CONTRACT #071B3200068

43

Table of Contents

Article 1 – Statement of Work (SOW) 47

1.000 Project Identification 47 1.001 Project Request 47

1.100 Scope of Work and Deliverables 47 1.101 In Scope 47 1.102 Intentionally Deleted 47 1.103 Environment 47

1.200 Roles and Responsibilities 49 1.201 Contractor Staff, Roles, And Responsibilities 49 1.202 State Staff, Roles, And Responsibilities 50

1.300 Project Plan 51 1.301 Project Plan Management 51 1.302 Reports 51

1.400 Project Management 51 1.401 Issue Management 51 1.402 Intentionally Deleted 52 1.403 Change Management 52

1.500 Acceptance 52 1.501 Criteria 52 1.502 Final Acceptance 52

1.600 Compensation and Payment 52 1.601 Compensation And Payment 52

Article 2, Terms and Conditions 57

2.000 Contract Structure and Term 57 2.001 Contract Term 57 2.002 Options to Renew 57 2.003 Legal Effect 57 2.004 Attachments & Exhibits 57 2.005 Ordering 57 2.006 Order of Precedence 57 2.007 Headings 58 2.008 Form, Function & Utility 58 2.009 Reformation and Severability 58

2.010 Consents and Approvals 58 2.011 No Waiver of Default 58 2.012 Survival 58

2.020 Contract Administration 58 2.021 Issuing Office 58 2.022 Contract Compliance Inspector 58 2.023 Project Manager 59 2.024 Change Requests 59 2.025 Notices 60 2.026 Binding Commitments 60 2.027 Relationship of the Parties 61 2.028 Covenant of Good Faith 61 2.029 Assignments 61

2.030 General Provisions 61 2.031 Media Releases 61 2.032 Contract Distribution 61 2.033 Permits 61 2.034 Website Incorporation 62 2.035 Future Bidding Preclusion 62 2.036 Freedom of Information 62 2.037 Disaster Recovery 62


44

2.040 Financial Provisions 62 2.041 Fixed Prices for Services/Deliverables 62 2.042 Adjustments for Reductions in Scope of Services/Deliverables 62 2.043 Services/Deliverables Covered 62 2.044 Invoicing and Payment – In General 62 2.045 Pro-ration 63 2.046 Antitrust Assignment 63 2.047 Final Payment 63 2.048 Electronic Payment Requirement 63

2.050 Taxes 63 2.051 Employment Taxes 63 2.052 Sales and Use Taxes 64

2.060 Contract Management 64 2.061 Contractor Personnel Qualifications 64 2.062 Contractor Key Personnel 64 2.063 Re-assignment of Personnel at the State’s Request 65 2.064 Contractor Personnel Location 65 2.065 Contractor Identification 65 2.066 Cooperation with Third Parties 65 2.067 Contract Management Responsibilities 65 2.068 Contractor Return of State Equipment/Resources 65

2.070 Subcontracting by Contractor 66 2.071 Contractor full Responsibility 66 2.072 State Consent to delegation 66 2.073 Subcontractor bound to Contract 66 2.074 Flow Down 66 2.075 Competitive Selection 66

2.080 State Responsibilities 66 2.081 Equipment 66 2.082 Facilities 67

2.090 Security 67 2.091 Background Checks 67 2.092 Security Breach Notification 67 2.093 PCI DATA Security Requirements 67

2.100 Confidentiality 68 2.101 Confidentiality 68 2.102 Protection and Destruction of Confidential Information 68 2.103 Exclusions 68 2.104 No Implied Rights 69 2.105 Respective Obligations 69

2.110 Records and Inspections 69 2.111 Inspection of Work Performed 69 2.112 Examination of Records 69 2.113 Retention of Records 69 2.114 Audit Resolution 69 2.115 Errors 69

2.120 Warranties 70 2.121 Warranties and Representations 70 2.122 Warranty of Merchantability 71 2.123 Warranty of Fitness for a Particular Purpose 71 2.124 Warranty of Title 71 2.125 INTENTIONALLY DELETED 71 2.126 INTENTIONALLY DELETED 71 2.127 INTENTIONALLY DELETED 71 2.128 INTENTIONALLY DELETED 71

2.130 Insurance 71 2.131 Liability Insurance 71 2.132 Subcontractor Insurance Coverage 73 2.133 Certificates of Insurance and Other Requirements 73

2.140 Indemnification 74


45

2.141 General Indemnification 74 2.142 Code Indemnification 74 2.143 Employee Indemnification 74 2.144 Patent/Copyright Infringement Indemnification 74 2.145 Continuation of Indemnification Obligations 75 2.146 Indemnification Procedures 75

2.150 Termination/Cancellation 75 2.151 Notice and Right to Cure 75 2.152 Termination for Cause 76 2.153 Termination for Convenience 76 2.154 Termination for Non-Appropriation 76 2.155 Termination for Criminal Conviction 77 2.156 Termination for Approvals Rescinded 77 2.157 Rights and Obligations upon Termination 77 2.158 Reservation of Rights 77

2.160 Termination by Contractor 78 2.161 Termination by Contractor 78

2.170 Transition Responsibilities 78 2.171 Contractor Transition Responsibilities 78 2.172 Contractor Personnel Transition 78 2.173 Contractor Information Transition 78 2.174 Contractor Software Transition 78 2.175 Transition Payments 78 2.176 State Transition Responsibilities 79

2.180 Stop Work 79 2.181 Stop Work Orders 79 2.182 Cancellation or Expiration of Stop Work Order 79 2.183 Allowance of Contractor Costs 79

2.190 Dispute Resolution 79 2.191 In General 79 2.192 Informal Dispute Resolution 80 2.193 Injunctive Relief 80 2.194 Continued Performance 80

2.200 Federal and State Contract Requirements 80 2.201 Nondiscrimination 80 2.202 Unfair Labor Practices 81 2.203 Workplace Safety and Discriminatory Harassment 81 2.204 Prevailing Wage 81

2.210 Governing Law 81 2.211 Governing Law 81 2.212 Compliance with Laws 81 2.213 Jurisdiction 81

2.220 Limitation of Liability 82 2.221 Limitation of Liability 82

2.230 Disclosure Responsibilities 82 2.231 Disclosure of Litigation 82 2.232 Call Center Disclosure 83 2.233 Bankruptcy 83

2.240 Performance 83 2.241 Time of Performance 83 2.242 Service Level Agreement (SLA) 83 2.243 Liquidated Damages 84 2.244 Excusable Failure 84

2.250 Approval of Deliverables 85 2.251 Delivery of Deliverables 85 2.252 Contractor System Testing 85 2.253 Approval of Deliverables, In General 85 2.254 Process for Approval of Written Deliverables 86 2.255 INTENTIONALLY DELETED 87


46

2.256 Final Acceptance 87

2.260 Ownership 87 2.261 Ownership of Work Product by State 87 2.262 Vesting of Rights 87 2.263 Rights in Data 87 2.264 Ownership of Materials 87

2.270 State Standards 88 2.271 Existing Technology Standards 88 2.272 Acceptable Use Policy 88 2.273 Systems Changes 88

2.280 Extended Purchasing 88 2.281 INTENTIONALLY DELETED 88 2.282 INTENTIONALLY DELETED 88

2.290 Environmental Provision 88 2.291 Environmental Provision 88

2.300 Deliverables 89 2.301 Software 89 2.302 INTENTIONALLY DELETED 90

2.310 Software Warranties 90 2.311 Performance Warranty 90 2.312 No Surreptitious Code Warranty 90 2.313 Calendar Warranty 90 2.314 Third-party Software Warranty 91 2.315 Physical Media Warranty 91

2.320 Software Licensing 91 2.321 INTENTIONALLY DELETED 91 2.322 INTENTIONALLY DELETED 91 2.323 INTENTIONALLY DELETED 91 2.324 License Retained by Contractor 91 2.325 Pre-existing Materials for Custom Software Deliverables 91

2.330 Source Code Escrow 92 2.331 Definition 92 2.332 Delivery of Source Code into Escrow 92 2.333 Delivery of New Source Code into Escrow 92 2.334 Verification 92 2.335 Escrow Fees 92 2.336 Release Events 92 2.337 Release Event Procedures 92 2.338 License 93 2.339 Derivative Works 93

Glossary 94


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Article 1 – Statement of Work (SOW)

1.000 Project Identification

1.001 PROJECT REQUEST

The Contractor will provide the State with support for the Law Enforcement Information Network (LEIN). The Michigan State Police will continue to use the OpenFox Message Switch System Software in the production LEIN system, the test LEIN system, and the LEIN Disaster Recovery system. This Contract includes maintenance and support, implementation of mandated changes, and testing of the OpenFox Message Switch used by LEIN, and the Hot Files System used to store wanted persons and vehicles. This Contract includes the initial funding for additional in scope change controls which include services related to changes or new features for LEIN requested by MSP as well as additional software and maintenance.

1.100 Scope of Work and Deliverables

1.101 IN SCOPE

This project consists of the following scope: A. Maintenance and Support B. Hardware Refresh C. Web Service Interface to new MDOS System D. Optional Bank of Hours E. Additional Software F. Warranty

A more detailed description of the software, services (work) and deliverables is provided in Article 1, Section 1.104, Work and Deliverables.

1.102 INTENTIONALLY DELETED

1.103 ENVIRONMENT

The bidder must follow the standards for project management, systems engineering, and associated forms and templates found at http://www.michigan.gov/suite.

1.104 Work And Deliverable

I. Services and Deliverables To Be Provided These deliverables are not all inclusive. The Contractor may propose other deliverables during the Contract.

A. Maintenance and Support The Contractor shall provide maintenance and support of the software and interfaces used in the MSP Production LEIN system, Test LEIN system, and Disaster Recovery LEIN system. Pricing shall include five (5) years of maintenance and support, and an additional three (3) one year options to extend support. Hardware support will be provided by the State.

The following maintenance and Support requirements are applicable during the contract period: a. The Contractor will provide 24/7 support to address any problems with the system. b. The Contractor will provide thorough, ongoing technical system support. c. The Contractor will provide online technical system documentation. d. The Contractor will provide telephone technical support with 24/7 support. e. The Contractor will provide email technical system support with a maximum 24-hour turnaround

on questions. f. The Contractor will provide maintenance and support of the following existing interfaces to

LEIN: i. CHR (via IBM Message Queuing) ii. PPO


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iii. SOR iv. Core Multibridge v. Core Secure Tunnel vi. Corrections vii. SNAP viii. Secretary of State Vehicle Registration Systems ix. Secretary of State Business Application Modernization (BAM) systems x. NCIC xi. NLETS

g. The Contractor will provide an escalation process for technical support. h. The Contractor will provide an 800 number with a single point of contact 24 hours per day, 7

days per week to accept remedial maintenance requests from the State. i. Telephone Assistance. The Contractor shall provide the State MSP-CJIS database

administrator with telephone access to technical support engineers for assistance in the proper installation and use of the applications, and to report and resolve system problems, with 24/7 support.

j. The Contractor shall respond to the telephone requests for maintenance service, within two (2) hours, for calls made at any time.

k. The Contractor, with the State’s approval, may provide remedial maintenance off-site via telephone or secure connection to the system.

l. The Contractor’s maintenance program will commence at the end of the warranty period. m. All maintenance will be performed by qualified personnel who are familiar with the system. n. The Contractor will provide backup maintenance resources. o. The Contractor will provide for escalation of maintenance issues to ensure critical issues are

resolved. p. The Contractor will provide remote diagnostic capabilities. q. The Contractor will provide one point of contact to report system malfunction whether

malfunction is due to software or is of unknown origin. The Contractor will then be responsible for providing the appropriate remedy.

r. The Contractor will make maintenance of the system available from the Contractor on an annually renewable Contract basis.

s. The Contractor will provide Help Desk hours and a process for prioritizing requests for assistance.

t. For the first year and all subsequent Contract years, the Contractor will provide the following services for the system, commencing upon installation of the deliverable(s):

i. Error Correction: Upon notice by State of a problem with the system (that can be verified), the Contractor shall use reasonable efforts to correct or provide a working solution for the problem.

ii. Material Defects: The Contractor shall notify the State of any material errors or defects in the deliverables known, or made known to the Contractor from any source during the Contract term that could cause the production of inaccurate or otherwise materially incorrect, results.

1. The Contractor shall initiate actions, as may be commercially necessary or proper to effect corrections of any such errors or defects.

iii. Updates: All new releases and bug fixes (collectively referred to as “Changes”) for any software deliverable developed or published by Contractor and made generally available to its other customers at no additional charge will be provided to the State at no additional charge. Updates required by the FBI and published as TOUs shall be provided to the State a no additional charge.

u. The Contractor will provide training for upgrades and new versions of the system that affect end-user functionality at no additional cost (e.g. classroom or online training, training flier, release features, etc.)

v. All training manuals, training plans and other documentation shall be provided in electronic format and will become the property of the State.


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B. Hardware Refresh The current hardware that hosts the LEIN system is end-of-life and is in need of replacement. The Contractor will provide pricing for engineering time and support to assist the MSP in the implementation of the OpenFox™ Message Switch onto new servers. New Servers to be provided by MSP.

C. Web Service Interface to new MDOS System The Contractor shall provide pricing to modify MSP’s Law Enforcement Information Network (LEIN) to interface with MDOS’s new Business Application Modernization (BAM) system. This new interface will use modern web services instead of the current legacy, mainframe-style, interface.

D. Reserved Funding for in Scope Change Controls a) The State may purchase additional services for enhancements or training, as necessary, using

this Contract. b) Dollars allocated for optional services may include a combination of hourly rate and fixed fee

enhancements. c) The representative position names are provided in 1.601, Table D. d) The State may utilize this funding for additional software, maintenance and support and related

travel costs.

E. Additional Software and Maintenance The State reserves the right to procure additional software and software maintenance through this Contract that are necessary to support the Law Enforcement Information Network (LEIN). The State may utilize funds that are allocated for the Reserved Funding for in Scope Change Controls to make these purchases.

F. Warranty The Contractor will provide a warranty provision for the products and services resulting from this Contract commencing on the first day following formal written acceptance by the State for a particular phase or software component.

a. The Contractor shall provide a one (1) year warranty no additional cost to the State. b. During the warranty period, Contractor must correct any element of the system which fails to

perform in accordance with the requirements of this Contract and/or published specifications. i. Corrective action by the Contractor may include, but is not limited to, redesigning, repairing

or replacing the nonconforming element. c. The warranty shall provide that all hardware, software and firmware is free from imperfections in

design and free from any and all defects and is able to perform continuously and satisfactorily under normal operating conditions.

d. The one year warranty following acceptance must include all parts, labor and travel expenses. Coverage and response time for remedial maintenance requests during the warranty period must be as defined in the remedial maintenance requirements of this section.

e. The Contractor shall assign all applicable third party warranties for deliverables to the State.

Warranty, Maintenance and Support include 24X7 telephone support with software engineer back-up through system access via the currently installed VPN or Nlets System. NCIC and NLETS application changes and interface and Schema updates are included under warranty and maintenance; Interface and Schema replacements are NOT included.

Deliverable(s) 1) One (1) year warranty following final acceptance at no cost to the State

1.200 Roles and Responsibilities

1.201 CONTRACTOR STAFF, ROLES, AND RESPONSIBILITIES

A. Contractor Staff The Contractor will identify a Single Point of Contact (SPOC). The duties of the SPOC shall include, but not be limited to:


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supporting the management of the Contract, facilitating dispute resolution, and advising the State of performance under the terms and conditions of the Contract.

The State reserves the right to require a change in the current SPOC if the assigned SPOC is not, in the opinion of the State, adequately serving the needs of the State.

The CPI SPOC for this Contract is: P.R. Cappelletti

B. On Site Work Requirements 1. Location of Work The Contractor shall perform work at various State facilities during Installation and at Contractor’s Facility during other project phases.

2. Hours of Operation: a. Normal State working hours are 8:00 a.m. to 5:00 p.m. EST, Monday through Friday, with work

performed as necessary after those hours to meet project deadlines. No overtime will be authorized or paid.

b. The State is not obligated to provide State management of assigned work outside of normal State working hours. The State reserves the right to modify the work hours in the best interest of the project.

c. Contractor shall observe the same standard holidays as State employees. The State does not compensate for holiday pay.

3. Travel: Travel is included in the firm fixed pricing for activities A, B and C. a. No travel or expenses will be reimbursed. This includes travel costs related to training provided

to the State by Contractor. b. Travel time will not be reimbursed.

4. Additional Security and Background Check Requirements: Contractor must present certifications evidencing satisfactory Michigan State Police Background checks ICHAT and drug tests for all staff identified for assignment to this project.

In addition, proposed Contractor personnel will be required to complete and submit an RI-8 Fingerprint Card for the National Crime Information Center (NCIC) Finger Prints, if required by project.

Contractor will pay for all costs associated with ensuring their staff meets all requirements.

1.202 STATE STAFF, ROLES, AND RESPONSIBILITIES

The Project Manager is identified in Section 2.023:

The Project Manager will provide the following services: Provide State facilities, as needed Coordinate the State resources necessary for the project Facilitate coordination between various external Contractors Facilitate communication between different State departments/divisions Milestone acceptance sign-off Resolution of project issues Utilize change control procedures Conducting regular and ongoing review of the project to confirm that it meets original objectives and

requirements Documentation and archiving of all important project decisions Arrange, schedule and facilitate State staff attendance at all project meetings


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The State will provide a Contract Administrator whose duties shall include, but not be limited to, supporting the management of the Contract. This individual is identified in Section 2.022

1.300 Project Plan

1.301 PROJECT PLAN MANAGEMENT

Project Schedule Upon request by the State, Contractor will provide a Project Schedule including necessary time frames and deliverables for the various stages of the project and the responsibilities and obligations of both the Contractor and the State.

1. In particular, the Project Schedule will include: a. Target dates and critical paths for the deliverables. c. Internal milestones f. Task durations

2. The Project Schedule shall include the following deliverable/milestones for which payment shall be made.

a. Payment to the Contractor will be made upon the completion and acceptance of the deliverable or milestone, not to exceed contractual costs of the phase. A milestone is defined as complete when all of the deliverables within the milestone have been completed.

The Contractor, with approval from the State will update the Project Schedule throughout implementation as required.

Performance Review Meetings The State will require the Contractor to attend monthly meetings, at a minimum, to review the Contractor’s performance under the Contract during the implementation and testing phase. The meetings will be held in Lansing, Michigan, or by teleconference, as mutually agreed by the State and the Contractor. The State shall bear no cost for the time and travel of the Contractor for attendance at the meeting.

Project Control 1. The Contractor will carry out this project under the direction and control of MDTMB. 2. Within ten (10) working days of the execution of the Contract, the Contractor will submit to the State

project manager(s) for approval of the project schedule. 3. The Contractor will manage the project in accordance with the State Unified Information Technology

Environment (SUITE) methodology, which includes standards for project management, systems engineering, and associated forms and templates which is available at http://www.michigan.gov/suite a. Contractor will use an automated tool for planning, monitoring, and tracking the Contract’s progress

and the level of effort of any Contractor personnel spent performing Services under the Contract. b. Any tool(s) used by Contractor for such purposes must produce information of a type and in a

manner and format that will support reporting in compliance with the State standards.

1.302 REPORTS

Reporting formats must be submitted to the State’s Program Manager for approval within ten (10) business days after the effective date of the contract. Once both parties have agreed to the format of the report, it shall become the standard to follow for the duration of the contract.

The required reports may vary depending on the phase of the project (ie: implementation, maintenance, etc.). The State and Contractor will mutually agree on the reports and specific content and frequency.

1.400 Project Management

1.401 ISSUE MANAGEMENT

An issue is an identified event that if not addressed may affect schedule, scope, quality, or budget.


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The Contractor shall maintain an issue log for issues relating to the provision of services under this Contract. The issue management log must be communicated to the State’s Project Manager on an agreed upon schedule, with email notifications and updates. The issue log must be updated and must contain the following minimum elements:

Description of issue Issue identification date Responsibility for resolving issue. Priority for issue resolution (to be mutually agreed upon by the State and the Contractor) Resources assigned responsibility for resolution Resolution date Resolution description


1.403 CHANGE MANAGEMENT

Change management is defined as the process to communicate, assess, monitor, and control all changes to system resources and processes. The State also employs change management in its administration of the Contract. If a proposed contract change is approved by the Agency, the Contract Administrator will submit a request for change to the Department of Technology, Management and Budget, Procurement Buyer, who will make recommendations to the Director of DTMB Procurement regarding ultimate approval/disapproval of change request. If the DTMB Procurement Director agrees with the proposed modification, and all required approvals are obtained (including State Administrative Board), the DTMB Procurement Buyer will issue an addendum to the Contract, via a Contract Change Notice. Contractors who provide products or services prior to the issuance of a Contract Change Notice by DTMB Procurement, risk non-payment for the out-of-scope/pricing products and/or services. The Contractor must employ change management procedures to handle such things as “out-of-scope” requests or changing business needs of the State while the migration is underway. The Contractor will employ the change control methodologies to justify changes in the processing environment, and to ensure those changes will not adversely affect performance or availability.

1.500 Acceptance

1.501 CRITERIA

The State will accept milestones following confirmation that all deliverables described within the milestone have met the requirements of Article 1, Section 1.104.

1.502 FINAL ACCEPTANCE

Final acceptance is expressly conditioned upon completion of all delivery of software, completion of all tasks in the project plan as approved, delivery of services, and the certification by the State that the solution meets the defined requirements.

1.600 Compensation and Payment

1.601 COMPENSATION AND PAYMENT

Method of Payment The Contractor will be paid upon the completion of project milestones base on the firm fixed deliverable model provided below. The Bidder must provide pricing using the tables below:


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Summary Cost Table: Cost Category Summary Cost

A) Maintenance and Support $593,309.74

B) Hardware Refresh $51,480.00

C) Web Service Interface to new MDOS System $151,251.60

D) Reserved Funding for in Scope Change Controls $310,155.18

TOTAL COST $1,106,196.52

Year – 1 Combined OpenFox™ product suite maintenance including: A) Maintenance and Support

Maintenance Product Description Quantity Period

Yearly Maintenance

Monthly Maintenance

OpenFox™ Message Switching System Maintenance and Support Includes:

Primary System Test System LEIN Archive System

1 year 1/1/2013 – 12/31/2013

$88,075.08 $7,339.59


Primary System Test System LEIN Archive System DR Protects

1 year 1/1/2014 – 12/31/2014

$111,478.80 $9,289.90


Primary System Test System LEIN Archive System DR Protects DL Photo* Dept. of State Interface*

1 year 1/1/2015 – 12/31/2015

$124,902.72 $10,408.56


Primary System Test System LEIN Archive System DR Protects DL Photo Dept. of State Interface

1 year 1/1/2016 – 12/31/2016

$131,147.88 $10,928.99


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Primary System Test System LEIN Archive System DR Protects DL Photo Dept. of State Interface

1 year 1/1/2017 – 12/31/2017

$137,705.28 $11,475.44

MAINTENANCE TOTAL $593,309.76

* These items include a one year warranty which begins upon system acceptance. Recurring Maintenance charges for these items may need to be applied to previous or subsequent years depending upon actual final implementation date. B) Hardware Refresh Engineering time and support to assist the MSP in the implementation of the OpenFox™ Message Switch onto new servers provided by MSP.

Product Description Quantity Unit price Total

Engineering time and Support in the following efforts:

Production System A/B copy the /CPI and /Archive files - Oracle and MQ clients are installed under these files and install the remaining needed files

1 $39,000.00 $39,000.00

Testing 1 $3,900.00 $3,900.00

Project Management 1 $8,580.00 $8,580.00

TOTAL $51,480.00

C) Web Service Interface to new MDOS System Design, development, testing and implementation of a new interface to the MDOS system to update and query vehicle and driver information.

Product Description Quantity Unit price Total

1. Discovery and Design 1 1 $60,000.00

2. Services to document, develop, and install the Web Services Client Interface

1 1 $42,000.00

3. Stylesheet work 1 1 $15,000.00

4. TP and Switch modifications 1 1 $12,000.00

5. Testing and fixes 1 1 $10,350.00

6. Services for CPI Project Management 1 1 $11,901.60

7. Maintenance and Support 1st year Included in A Included in A

TOTAL $151,251.60


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Travel The State will not pay for any travel expenses, including hotel, mileage, meals, parking, etc related to the following cost categories:

A) Maintenance and Support B) Hardware Refresh C) Web Service Interface to new MDOS System

Travel time will not be reimbursed. All pricing shall be fully loaded for the above categories.

All travel associated with cost category D below will be quoted on a time and materials basis at the allocated State of Michigan Per Diem amount.

D) Reserved Funding for in Scope Change Controls

Estimated Reserved Funding for in Scope Change Controls (additional software, maintenance and support, services and related travel costs)

$310,155.18

The estimated funding allocated to cost category D is available for the procurement of additional software, maintenance and support, services and related travel costs. If new work arises during the life of the contract, the MSP will provide additional Job specifications to CPI. CPI will return a Statement of Work to include a price quote to MSP for the amount of hours and total price to be charged to the Optional Bank of Hours. CPI will use the following personnel chart in determining the hourly rate to be applied to all new work requests under this contract:

Position Title Hourly Rate

Project Manager Administrator $140.00

Project Manager $105.00

Database Administrator $130.00

Database Programmer $95.00

Software Architect $140.00

Senior Software Developer $130.00

Software Developer $95.00

Technical Support Administrator $93.00

Technical Support Specialist $70.00

Hardware Specialist $93.00

The following pricing for optional items is available to the State. The optional items listed below are for software license purchase price and support and maintenance costs. Additional services work for each item will be quoted at the hourly rates listed above in Section D.

Other Optional Products

Product Description Quantity Unit Amount Total Annual

Maintenance

OpenFox™ Messenger LEIN/NCIC Desktop Workstation

Enterprise License

$156,078.00 $156,078.00 $156,078.00

OpenFox™ Computerized Criminal History (CCH) database

1 $85,000.00 $85,000.00 $12,750.00

OpenFox™ CCH Desktop Workstation

Per station $624.00 $624.00 $156.00


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Statements of Work and Issuance of Purchase Orders Unless otherwise agreed by the parties, each Statement of Work will include:

1. Background 2. Project Objective 3. Scope of Work 4. Deliverables 5. Acceptance Criteria 6. Project Control and Reports 7. Specific Department Standards 8. Payment Schedule 9. Travel and Expenses

10. Project Contacts 11. Agency Responsibilities and Assumptions 12. Location of Where the Work is to be performed 13. Expected Contractor Work Hours and Conditions

The parties agree that the Services/Deliverables to be rendered by Contractor pursuant to this Contract

(and any future amendments of it) will be defined and described in detail in Statements of Work or Purchase Orders (PO) executed under this Contract. Contractor shall not be obliged or authorized to commence any work to implement a Statement of Work until authorized via a PO issued against this Contract. Contractor shall perform in accordance with this Contract, including the Statements of Work/Purchase Orders executed under it.

Invoicing Contractor will submit properly itemized invoices to

DTMB – Financial Services Accounts Payable P.O. Box 30026 Lansing, MI 48909 or [email protected]

. Invoices must provide and itemize, as applicable:

Contract number; Purchase Order number Contractor name, address, phone number, and Federal Tax Identification Number; Description of any commodities/hardware, including quantity ordered; Date(s) of delivery and/or date(s) of installation and set up; Price for each item, or Contractor’s list price for each item and applicable discounts; Maintenance charges; Net invoice price for each item; Shipping costs; Other applicable charges; Total invoice price; and Payment terms, including any available prompt payment discount.

The State may pay maintenance and support charges on a monthly basis, in arrears. Payment of maintenance service/support of less than one (1) month’s duration shall be prorated at 1/30th of the basic monthly maintenance charges for each calendar day. Incorrect or incomplete invoices will be returned to Contractor for correction and reissue.


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Article 2, Terms and Conditions

2.000 Contract Structure and Term

2.001 CONTRACT TERM

This Contract is for a period of 5 years beginning (1/1/2013) through (12/31/2017). All outstanding Purchase Orders must also expire upon the termination for any of the reasons listed in Section 2.150 of the Contract, unless otherwise extended under the Contract. Absent an early termination for any reason, Purchase Orders issued but not expired, by the end of the Contract’s stated term, shall remain in effect for the balance of the fiscal year for which they were issued.

2.002 OPTIONS TO RENEW

This Contract may be renewed in writing by mutual agreement of the parties not less than 30 days before its expiration. The Contract may be renewed for up to 3 additional 1 year periods.

2.003 LEGAL EFFECT

Contractor accepts this Contract by signing two copies of the Contract and returning them to DTMB Procurement. The Contractor shall not proceed with the performance of the work to be done under the Contract, including the purchase of necessary materials, until both parties have signed the Contract to show acceptance of its terms, and the Contractor receives a contract release/purchase order that authorizes and defines specific performance requirements.

Except as otherwise agreed in writing by the parties, the State shall not be liable for costs incurred by Contractor or payment under this Contract, until Contractor is notified in writing that this Contract or Change Order has been approved by the State Administrative Board (if required), signed by all the parties and a Purchase Order against the Contract has been issued.

2.004 ATTACHMENTS & EXHIBITS

All Attachments and Exhibits affixed to any and all Statement(s) of Work, or appended to or referencing this Contract, are incorporated in their entirety and form part of this Contract.

2.005 ORDERING

The State must issue an approved written Purchase Order, Blanket Purchase Order, Direct Voucher or Procurement Card Order to order any Services/Deliverables under this Contract. All orders are subject to the terms and conditions of this Contract. No additional terms and conditions contained on either a Purchase Order or Blanket Purchase Order apply unless they are specifically contained in that Purchase Order or Blanket Purchase Order's accompanying Statement of Work. Exact quantities to be purchased are unknown; however, the Contractor will be required to furnish all such materials and services as may be ordered during the Contract period. Quantities specified, if any, are estimates based on prior purchases, and the State is not obligated to purchase in these or any other quantities.

2.006 ORDER OF PRECEDENCE

The Contract, including any Statements of Work and Exhibits, to the extent not contrary to the Contract, each of which is incorporated for all purposes, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, whether written or oral, with respect to the subject matter and as additional terms and conditions on the purchase order must apply as limited by Section 2.005. In the event of any inconsistency between the terms of the Contract and a Statement of Work, the terms of the Statement of Work shall take precedence (as to that Statement of Work only); provided, however, that a Statement of Work may not modify or amend the terms of the Contract. The Contract may be modified or amended only by a formal Contract amendment.


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2.007 HEADINGS

Captions and headings used in the Contract are for information and organization purposes. Captions and headings, including inaccurate references, do not, in any way, define or limit the requirements or terms and conditions of the Contract.

2.008 FORM, FUNCTION & UTILITY

If the Contract is for use of more than one State agency and if the Deliverable/Service does not the meet the form, function, and utility required by that State agency, that agency may, subject to State purchasing policies, procure the Deliverable/Service from another source.

2.009 REFORMATION AND SEVERABILITY

Each provision of the Contract is severable from all other provisions of the Contract and, if one or more of the provisions of the Contract is declared invalid, the remaining provisions of the Contract remain in full force and effect.

2.010 Consents and Approvals Except as expressly provided otherwise in the Contract, if either party requires the consent or approval of the other party for the taking of any action under the Contract, the consent or approval must be in writing and must not be unreasonably withheld or delayed.

2.011 NO WAIVER OF DEFAULT

If a party fails to insist upon strict adherence to any term of the Contract then the party has not waived the right to later insist upon strict adherence to that term, or any other term, of the Contract.

2.012 SURVIVAL

Any provisions of the Contract that impose continuing obligations on the parties, including without limitation the parties’ respective warranty, indemnity and confidentiality obligations, survive the expiration or termination of the Contract for any reason. Specific references to survival in the Contract are solely for identification purposes and not meant to limit or prevent the survival of any other section

2.020 Contract Administration

2.021 ISSUING OFFICE

This Contract is issued by the Department of Technology, Management and Budget, Procurement and the Michigan State Police (collectively, including all other relevant State of Michigan departments and agencies, the “State”). DTMB Procurement is the sole point of contact in the State with regard to all procurement and contractual matters relating to the Contract. The DTMB Procurement Contract Administrator for this Contract is:

Steve Motz, Buyer DTMB Procurement Department of Technology, Management and Budget Mason Bldg, 2nd Floor PO Box 30026 Lansing, MI 48909 [email protected] 517-241-3215

2.022 CONTRACT COMPLIANCE INSPECTOR

The Director of DTMB Procurement directs the person named below, or his or her designee, to monitor and coordinate the activities for the Contract on a day-to-day basis during its term. Monitoring Contract activities does not imply the authority to change, modify, clarify, amend, or otherwise alter the prices, terms, conditions and specifications of the Contract. DTMB Procurement is the only State office authorized to


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change, modify, amend, alter or clarify the prices, specifications, terms and conditions of this Contract. The Contract Compliance Inspector for this Contract is:

Peggy Hines Michigan State Police 333 S. Grand Ave. Lansing MI 48933 [email protected] 517-241-0702

2.023 PROJECT MANAGER

The following individual will oversee the project:

Gordon Mayes Department of Technology, Management and Budget Email: [email protected] Phone: 517-241-2257

2.024 CHANGE REQUESTS

The State reserves the right to request from time to time any changes to the requirements and specifications of the Contract and the work to be performed by the Contractor under the Contract. During the course of ordinary business, it may become necessary for the State to discontinue certain business practices or create Additional Services/Deliverables. At a minimum, to the extent applicable, Contractor shall provide a detailed outline of all work to be done, including tasks necessary to accomplish the Additional Services/Deliverables, timeframes, listing of key personnel assigned, estimated hours for each individual per task, and a complete and detailed cost justification.

If the State requests or directs the Contractor to perform any Services/Deliverables that are outside the scope of the Contractor’s responsibilities under the Contract (“New Work”), the Contractor must notify the State promptly before commencing performance of the requested activities it believes are New Work. If the Contractor fails to notify the State before commencing performance of the requested activities, any such activities performed before the Contractor gives notice shall be conclusively considered to be in-scope Services/Deliverables and not New Work.

If the State requests or directs the Contractor to perform any services or provide deliverables that are consistent with and similar to the Services/Deliverables being provided by the Contractor under the Contract, but which the Contractor reasonably and in good faith believes are not included within the Statements of Work, then before performing such Services or providing such Deliverables, the Contractor shall notify the State in writing that it considers the Services or Deliverables to be an Additional Service/Deliverable for which the Contractor should receive additional compensation. If the Contractor does not so notify the State, the Contractor shall have no right to claim thereafter that it is entitled to additional compensation for performing that Service or providing that Deliverable. If the Contractor does so notify the State, then such a Service or Deliverable shall be governed by the Change Request procedure in this Section.

In the event prices or service levels are not acceptable to the State, the Additional Services or New Work shall be subject to competitive bidding based upon the specifications.

(1) Change Request at State Request If the State requires Contractor to perform New Work, Additional Services or make changes to the

Services that would affect the Contract completion schedule or the amount of compensation due Contractor (a “Change”), the State shall submit a written request for Contractor to furnish a proposal for carrying out the requested Change (a “Change Request”).

(2) Contractor Recommendation for Change Requests: Contractor shall be entitled to propose a Change to the State, on its own initiative, should Contractor

believe the proposed Change would benefit the Contract.


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(3) Upon receipt of a Change Request or on its own initiative, Contractor shall examine the implications of the requested Change on the technical specifications, Contract schedule and price of the Deliverables and Services and shall submit to the State without undue delay a written proposal for carrying out the Change. Contractor’s proposal shall include any associated changes in the technical specifications, Contract schedule and price and method of pricing of the Services. If the Change is to be performed on a time and materials basis, the Amendment Labor Rates shall apply to the provision of such Services. If Contractor provides a written proposal and should Contractor be of the opinion that a requested Change is not to be recommended, it shall communicate its opinion to the State but shall nevertheless carry out the Change as specified in the written proposal if the State directs it to do so.

(4) By giving Contractor written notice within a reasonable time, the State shall be entitled to accept a Contractor proposal for Change, to reject it, or to reach another agreement with Contractor. Should the parties agree on carrying out a Change, a written Contract Change Notice must be prepared and issued under this Contract, describing the Change and its effects on the Services and any affected components of this Contract (a “Contract Change Notice”).

(5) No proposed Change shall be performed until the proposed Change has been specified in a duly executed Contract Change Notice issued by the Department of Technology, Management and Budget, Procurement..

(6) If the State requests or directs the Contractor to perform any activities that Contractor believes constitute a Change, the Contractor must notify the State that it believes the requested activities are a Change before beginning to work on the requested activities. If the Contractor fails to notify the State before beginning to work on the requested activities, then the Contractor waives any right to assert any claim for additional compensation or time for performing the requested activities. If the Contractor commences performing work outside the scope of this Contract and then ceases performing that work, the Contractor must, at the request of the State, retract any out-of-scope work that would adversely affect the Contract.

2.025 NOTICES

Any notice given to a party under the Contract must be deemed effective, if addressed to the party as addressed below, upon: (i) delivery, if hand delivered; (ii) receipt of a confirmed transmission by facsimile if a copy of the notice is sent by another means specified in this Section; (iii) the third Business Day after being sent by U.S. mail, postage pre-paid, return receipt requested; or (iv) the next Business Day after being sent by a nationally recognized overnight express courier with a reliable tracking system. State: State of Michigan DTMB-Procurement Attention: Steve Motz PO Box 30026 530 West Allegan Lansing, Michigan 48909 Contractor: Name: Computer Projects of Illinois, Inc. (CPI) Address: 475-A Quadrangle Dr. Bolingbrook, IL 60440 Attention: Lorne Sawatzky Either party may change its address where notices are to be sent by giving notice according to this Section.

2.026 BINDING COMMITMENTS

Representatives of Contractor must have the authority to make binding commitments on Contractor’s behalf within the bounds set forth in the Contract. Contractor may change the representatives from time to time upon giving written notice.


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2.027 RELATIONSHIP OF THE PARTIES

The relationship between the State and Contractor is that of client and independent contractor. No agent, employee, or servant of Contractor or any of its Subcontractors shall be deemed to be an employee, agent or servant of the State for any reason. Contractor shall be solely and entirely responsible for its acts and the acts of its agents, employees, servants and Subcontractors during the performance of the Contract.

2.028 COVENANT OF GOOD FAITH

Each party shall act reasonably and in good faith. Unless stated otherwise in the Contract, the parties shall not unreasonably delay, condition or withhold the giving of any consent, decision or approval that is either requested or reasonably required of them in order for the other party to perform its responsibilities under the Contract.

2.029 ASSIGNMENTS

Neither party may assign the Contract, or assign or delegate any of its duties or obligations under the Contract, to any other party (whether by operation of law or otherwise), without the prior written consent of the other party; provided, however, that the State may assign the Contract to any other State agency, department, division or department without the prior consent of Contractor and Contractor may assign the Contract to an affiliate so long as the affiliate is adequately capitalized and can provide adequate assurances that the affiliate can perform the Contract. The State may withhold consent from proposed assignments, subcontracts, or novations when the transfer of responsibility would operate to decrease the State’s likelihood of receiving performance on the Contract or the State’s ability to recover damages. Contractor may not, without the prior written approval of the State, assign its right to receive payments due under the Contract. If the State permits an assignment, the Contractor is not relieved of its responsibility to perform any of its contractual duties and the requirement under the Contract that all payments must be made to one entity continues. If the Contractor intends to assign the contract or any of the Contractor's rights or duties under the Contract, the Contractor must notify the State in writing at least 90 days before the assignment. The Contractor also must provide the State with adequate information about the assignee within a reasonable amount of time before the assignment for the State to determine whether to approve the assignment.

2.030 General Provisions

2.031 MEDIA RELEASES

News releases (including promotional literature and commercial advertisements) pertaining to the RFP and Contract or project to which it relates shall not be made without prior written State approval, and then only in accordance with the explicit written instructions from the State. No results of the activities associated with the RFP and Contract are to be released without prior written approval of the State and then only to persons designated.

2.032 CONTRACT DISTRIBUTION

DTMB Procurement retains the sole right of Contract distribution to all State agencies and local units of government unless other arrangements are authorized by DTMB Procurement.

2.033 PERMITS

Contractor must obtain and pay any associated costs for all required governmental permits, licenses and approvals for the delivery, installation and performance of the Services. The State shall pay for all costs and expenses incurred in obtaining and maintaining any necessary easements or right of way.


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2.034 WEBSITE INCORPORATION

The State is not bound by any content on the Contractor’s website, even if the Contractor’s documentation specifically referenced that content and attempts to incorporate it into any other communication, unless the State has actual knowledge of the content and has expressly agreed to be bound by it in a writing that has been manually signed by an authorized representative of the State.

2.035 FUTURE BIDDING PRECLUSION

Contractor acknowledges that, to the extent this Contract involves the creation, research, investigation or generation of a future RFP; it may be precluded from bidding on the subsequent RFP. The State reserves the right to disqualify any Bidder if the State determines that the Bidder has used its position (whether as an incumbent Contractor, or as a Contractor hired to assist with the RFP development, or as a Vendor offering free assistance) to gain a competitive advantage on the RFP

2.036 FREEDOM OF INFORMATION

All information in any proposal submitted to the State by Contractor and this Contract is subject to the provisions of the Michigan Freedom of Information Act, 1976 Public Act No. 442, as amended, MCL 15.231, et seq (the “FOIA”).

2.037 DISASTER RECOVERY

Contractor and the State recognize that the State provides essential services in times of natural or man-made disasters. Therefore, except as so mandated by Federal disaster response requirements, Contractor personnel dedicated to providing Services/Deliverables under this Contract shall provide the State with priority service for repair and work around in the event of a natural or man-made disaster.

2.040 Financial Provisions

2.041 FIXED PRICES FOR SERVICES/DELIVERABLES

Each Statement of Work or Purchase Order issued under this Contract shall specify (or indicate by reference to the appropriate Contract Exhibit) the firm, fixed prices for all Services/Deliverables, and the associated payment milestones and payment amounts. The State may make progress payments to the Contractor when requested as work progresses, but not more frequently than monthly, in amounts approved by the Contract Administrator, after negotiation. Contractor shall show verification of measurable progress at the time of requesting progress payments.

2.042 ADJUSTMENTS FOR REDUCTIONS IN SCOPE OF SERVICES/DELIVERABLES

If the scope of the Services/Deliverables under any Statement of Work issued under this Contract is subsequently reduced by the State, the parties shall negotiate an equitable reduction in Contractor’s charges under such Statement of Work commensurate with the reduction in scope.

2.043 SERVICES/DELIVERABLES COVERED

The State shall not be obligated to pay any amounts in addition to the charges specified in this Contract for all Services/Deliverables to be provided by Contractor and its Subcontractors, if any, under this Contract,.

2.044 INVOICING AND PAYMENT – IN GENERAL

(a) Each Statement of Work issued under this Contract shall list (or indicate by reference to the appropriate Contract Exhibit) the prices for all Services/Deliverables, equipment and commodities to be provided, and the associated payment milestones and payment amounts.

(b) Each Contractor invoice shall show details as to charges by Service/Deliverable component and location at a level of detail reasonably necessary to satisfy the State’s accounting and charge-back requirements. Invoices for Services performed on a time and materials basis shall show, for each individual, the number of hours of Services performed during the billing period, the billable skill/labor category for such person and the applicable hourly billing rate. Prompt payment by the State is contingent on the Contractor’s


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invoices showing the amount owed by the State minus any holdback amount to be retained by the State in accordance with Section 1.600.

(c) Correct invoices shall be due and payable by the State, in accordance with the State’s standard payment procedure as specified in 1984 Public Act No. 279, MCL 17.51 et seq., within 45 days after receipt, provided the State determines that the invoice was properly rendered.

(d) All invoices should reflect actual work done. Specific details of invoices and payments shall be agreed

upon between the Contract Administrator and the Contractor after the proposed Contract Agreement has been signed and accepted by both the Contractor and the Director of Procurement, Department of Management & Budget. This activity shall occur only upon the specific written direction from DTMB Procurement.

The specific payment schedule for any Contract(s) entered into, as the State and the Contractor(s) shall

mutually agree upon. The schedule should show payment amount and should reflect actual work done by the payment dates, less any penalty cost charges accrued by those dates. As a general policy statements shall be forwarded to the designated representative by the 15th day of the following month.

The Government may make progress payments to the Contractor when requested as work progresses,

but not more frequently than monthly, in amounts approved by the Contract Administrator, after negotiation. Contractor must show verification of measurable progress at the time of requesting progress payments.

2.045 PRO-RATION

To the extent there are Services that are to be paid for on a monthly basis, the cost of such Services shall be pro-rated for any partial month.

2.046 ANTITRUST ASSIGNMENT

The Contractor assigns to the State any claim for overcharges resulting from antitrust violations to the extent that those violations concern materials or services supplied by third parties to the Contractor, toward fulfillment of this Contract.

2.047 FINAL PAYMENT

The making of final payment by the State to Contractor does not constitute a waiver by either party of any rights or other claims as to the other party’s continuing obligations under the Contract, nor shall it constitute a waiver of any claims by one party against the other arising from unsettled claims or failure by a party to comply with this Contract, including claims for Services and Deliverables not reasonably known until after acceptance to be defective or substandard. Contractor’s acceptance of final payment by the State under this Contract shall constitute a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still unsettled.

2.048 ELECTRONIC PAYMENT REQUIREMENT

Electronic transfer of funds is required for payments on State Contracts. Contractors are required to register with the State electronically at http://www.cpexpress.state.mi.us. As stated in Public Act 431 of 1984, all contracts that the State enters into for the purchase of goods and services shall provide that payment shall be made by electronic fund transfer (EFT).

2.050 Taxes

2.051 EMPLOYMENT TAXES

Contractor shall collect and pay all applicable federal, state, and local employment taxes, including the taxes.


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2.052 SALES AND USE TAXES

Contractor shall register and remit sales and use taxes on taxable sales of tangible personal property or services delivered into the State. Contractors that lack sufficient presence in Michigan to be required to register and pay tax must do so as a volunteer. This requirement extends to: (1) all members of any controlled group as defined in § 1563(a) of the Internal Revenue Code and applicable regulations of which the company is a member, and (2) all organizations under common control as defined in § 414(c) of the Internal Revenue Code and applicable regulations of which the company is a member that make sales at retail for delivery into the State are registered with the State for the collection and remittance of sales and use taxes. In applying treasury regulations defining “two or more trades or businesses under common control” the term “organization” means sole proprietorship, a partnership (as defined in § 701(a) (2) of the Internal Revenue Code), a trust, an estate, a corporation, or a limited liability company.

2.060 Contract Management

2.061 CONTRACTOR PERSONNEL QUALIFICATIONS

All persons assigned by Contractor to the performance of Services under this Contract must be employees of Contractor or its majority-owned (directly or indirectly, at any tier) subsidiaries (or a State-approved Subcontractor) and must be fully qualified to perform the work assigned to them. Contractor must include a similar provision in any subcontract entered into with a Subcontractor. For the purposes of this Contract, independent contractors engaged by Contractor solely in a staff augmentation role must be treated by the State as if they were employees of Contractor for this Contract only; however, the State understands that the relationship between Contractor and Subcontractor is an independent contractor relationship.

2.062 CONTRACTOR KEY PERSONNEL

(a) The Contractor must provide the Contract Compliance Inspector with the names of the Key Personnel. (b) Key Personnel must be dedicated as defined in the Statement of Work to the Project for its duration in the

applicable Statement of Work with respect to other individuals designated as Key Personnel for that Statement of Work.

(c) The State shall have the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor shall notify the State of the proposed assignment, shall introduce the individual to the appropriate State representatives, and shall provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State shall provide a written explanation including reasonable detail outlining the reasons for the rejection.

(d) Contractor must not remove any Key Personnel from their assigned roles on the Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). Unauthorized Removals does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation or for cause termination of the Key Personnel’s employment. Unauthorized Removals does not include replacing Key Personnel because of promotions or other job movements allowed by Contractor personnel policies or Collective Bargaining Agreement(s) as long as the State receives prior written notice before shadowing occurs and Contractor provides 30 days of shadowing unless parties agree to a different time period. The Contractor with the State must review any Key Personnel replacements, and appropriate transition planning will be established. Any Unauthorized Removal may be considered by the State to be a material breach of the Contract, in respect of which the State may elect to exercise its termination and cancellation rights.

(e) The Contractor must notify the Contract Compliance Inspector and the Contract Administrator at least 10 business days before redeploying non-Key Personnel, who are dedicated to primarily to the Project, to other projects. If the State does not object to the redeployment by its scheduled date, the Contractor may then redeploy the non-Key Personnel.


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2.063 RE-ASSIGNMENT OF PERSONNEL AT THE STATE’S REQUEST

The State reserves the right to require the removal from the Project of Contractor personnel found, in the judgment of the State, to be unacceptable. The State’s request must be written with reasonable detail outlining the reasons for the removal request. Additionally, the State’s request must be based on legitimate, good faith reasons. Replacement personnel for the removed person must be fully qualified for the position. If the State exercises this right, and the Contractor cannot immediately replace the removed personnel, the State agrees to an equitable adjustment in schedule or other terms that may be affected by the State’s required removal. If any incident with removed personnel results in delay not reasonably anticipatable under the circumstances and which is attributable to the State, the applicable SLAs for the affected Service shall not be counted for a time as agreed to by the parties.

2.064 CONTRACTOR PERSONNEL LOCATION

All staff assigned by Contractor to work on the Contract shall perform their duties either primarily at Contractor’s offices and facilities or at State facilities. Without limiting the generality of the foregoing, Key Personnel shall, at a minimum, spend at least the amount of time on-site at State facilities as indicated in the applicable Statement of Work. Subject to availability, selected Contractor personnel may be assigned office space to be shared with State personnel.

2.065 CONTRACTOR IDENTIFICATION

Contractor employees must be clearly identifiable while on State property by wearing a State-issued badge, as required. Contractor employees are required to clearly identify themselves and the company they work for whenever making contact with State personnel by telephone or other means.

2.066 COOPERATION WITH THIRD PARTIES

Contractor agrees to cause its personnel and the personnel of any Subcontractors to cooperate with the State and its agents and other contractors including the State’s Quality Assurance personnel. As reasonably requested by the State in writing, the Contractor shall provide to the State’s agents and other contractors reasonable access to Contractor’s Project personnel, systems and facilities to the extent the access relates to activities specifically associated with this Contract and shall not interfere or jeopardize the safety or operation of the systems or facilities. The State acknowledges that Contractor’s time schedule for the Contract is very specific and agrees not to unnecessarily or unreasonably interfere with, delay or otherwise impeded Contractor’s performance under this Contract with the requests for access.

2.067 CONTRACT MANAGEMENT RESPONSIBILITIES

Contractor shall be responsible for all acts and omissions of its employees, as well as the acts and omissions of any other personnel furnished by Contractor to perform the Services. Contractor shall have overall responsibility for managing and successfully performing and completing the Services/Deliverables, subject to the overall direction and supervision of the State and with the participation and support of the State as specified in this Contract. Contractor’s duties shall include monitoring and reporting the State’s performance of its participation and support responsibilities (as well as Contractor’s own responsibilities) and providing timely notice to the State in Contractor’s reasonable opinion if the State’s failure to perform its responsibilities in accordance with the Project Plan is likely to delay the timely achievement of any Contract tasks.

The Contractor shall provide the Services/Deliverables directly or through its affiliates, subsidiaries, subcontractors or resellers. Regardless of the entity providing the Service/Deliverable, the Contractor shall act as a single point of contact coordinating these entities to meet the State’s need for Services/Deliverables. Nothing in this Contract, however, shall be construed to authorize or require any party to violate any applicable law or regulation in its performance of this Contract.

2.068 CONTRACTOR RETURN OF STATE EQUIPMENT/RESOURCES

The Contractor shall return to the State any State-furnished equipment, facilities and other resources when no longer required for the Contract in the same condition as when provided by the State, reasonable wear and tear excepted.


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2.070 Subcontracting by Contractor

2.071 CONTRACTOR FULL RESPONSIBILITY

Contractor shall have full responsibility for the successful performance and completion of all of the Services and Deliverables. The State shall consider Contractor to be the sole point of contact with regard to all contractual matters under this Contract, including payment of any and all charges for Services and Deliverables.

2.072 STATE CONSENT TO DELEGATION

Contractor shall not delegate any duties under this Contract to a Subcontractor unless the Department of Technology, Management and Budget, Procurement has given written consent to such delegation. The State shall have the right of prior written approval of all Subcontractors and to require Contractor to replace any Subcontractors found, in the reasonable judgment of the State, to be unacceptable. The State’s request shall be written with reasonable detail outlining the reasons for the removal request. Additionally, the State’s request shall be based on legitimate, good faith reasons. Replacement Subcontractor(s) for the removed Subcontractor shall be fully qualified for the position. If the State exercises this right, and the Contractor cannot immediately replace the removed Subcontractor, the State shall agree to an equitable adjustment in schedule or other terms that may be affected by the State’s required removal. If any such incident with a removed Subcontractor results in delay not reasonable anticipatable under the circumstances and which is attributable to the State, the applicable SLA for the affected Work shall not be counted for a time agreed upon by the parties.

2.073 SUBCONTRACTOR BOUND TO CONTRACT

In any subcontracts entered into by Contractor for the performance of the Services, Contractor shall require the Subcontractor, to the extent of the Services to be performed by the Subcontractor, to be bound to Contractor by the terms of this Contract and to assume toward Contractor all of the obligations and responsibilities that Contractor, by this Contract, assumes toward the State. The State reserves the right to receive copies of and review all subcontracts, although Contractor may delete or mask any proprietary information, including pricing, contained in such contracts before providing them to the State. The management of any Subcontractor shall be the responsibility of Contractor, and Contractor shall remain responsible for the performance of its Subcontractors to the same extent as if Contractor had not subcontracted such performance. Contractor shall make all payments to Subcontractors or suppliers of Contractor. Except as otherwise agreed in writing by the State and Contractor, the State shall not be obligated to direct payments for the Services other than to Contractor. The State’s written approval of any Subcontractor engaged by Contractor to perform any obligation under this Contract shall not relieve Contractor of any obligations or performance required under this Contract. A list of the Subcontractors, if any, approved by the State as of the execution of this Contract, together with a copy of the applicable subcontract is attached.

2.074 FLOW DOWN

Except where specifically approved in writing by the State on a case-by-case basis, Contractor shall flow down the obligations in Sections 2.031, 2.060, 2.100, 2.110, 2.120, 2.130, and 2.200 in all of its agreements with any Subcontractors.

2.075 COMPETITIVE SELECTION

The Contractor shall select subcontractors (including suppliers) on a competitive basis to the maximum practical extent consistent with the objectives and requirements of the Contract.

2.080 State Responsibilities

2.081 EQUIPMENT

The State shall provide only the equipment and resources identified in the Statement of Work and other Contract Exhibits.


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2.082 FACILITIES

The State must designate space as long as it is available and as provided in the Statement of Work, to house the Contractor’s personnel whom the parties agree will perform the Services/Deliverables at State facilities (collectively, the “State Facilities”). The Contractor shall have reasonable access to, and unless agreed otherwise by the parties in writing must observe and comply with all rules and regulations relating to each of the State Facilities (including hours of operation) used by the Contractor in the course of providing the Services. Contractor agrees that it shall not, without the prior written consent of the State, use any State Facilities or access any State information systems provided for the Contractor’s use, or to which the Contractor otherwise gains access in the course of performing the Services, for any purpose other than providing the Services to the State.

2.090 Security

2.091 BACKGROUND CHECKS

On a case-by-case basis, the State may investigate the Contractor's personnel before they may have access to State facilities and systems. The scope of the background check is at the discretion of the State and the results shall be used to determine Contractor personnel eligibility for working within State facilities and systems. The investigations shall include Michigan State Police Background checks (ICHAT) and may include the National Crime Information Center (NCIC) Finger Prints. Proposed Contractor personnel may be required to complete and submit an RI-8 Fingerprint Card for the NCIC Finger Print Check. Any request for background checks shall be initiated by the State and shall be reasonably related to the type of work requested.

All Contractor personnel shall also be expected to comply with the State’s security and acceptable use policies for State IT equipment and resources. See http://www.michigan.gov/dit. Furthermore, Contractor personnel shall be expected to agree to the State’s security and acceptable use policies before the Contractor personnel shall be accepted as a resource to perform work for the State. It is expected the Contractor shall present these documents to the prospective employee before the Contractor presents the individual to the State as a proposed resource. Contractor staff shall be expected to comply with all Physical Security procedures in place within the facilities where they are working.

2.092 SECURITY BREACH NOTIFICATION

If the Contractor breaches this Section, the Contractor must (i) promptly cure any deficiencies and (ii) comply with any applicable federal and state laws and regulations pertaining to unauthorized disclosures. Contractor and the State shall cooperate to mitigate, to the extent practicable, the effects of any breach, intrusion, or unauthorized use or disclosure. Contractor must report to the State in writing any use or disclosure of Confidential Information, whether suspected or actual, other than as provided for by the Contract within 10 days of becoming aware of the use or disclosure or the shorter time period as is reasonable under the circumstances.

2.093 PCI DATA SECURITY REQUIREMENTS

Contractors with access to credit/debit card cardholder data must adhere to the Payment Card Industry (PCI) Data Security requirements. Contractor agrees that they are responsible for security of cardholder data in their possession. Contractor agrees that data can ONLY be used for assisting the State in completing a transaction, supporting a loyalty program, supporting the State, providing fraud control services, or for other uses specifically required by law.

Contractor agrees to provide business continuity in the event of a major disruption, disaster or failure.

The Contractor shall contact the Department of Technology, Management and Budget, Financial Services immediately to advise them of any breaches in security where card data has been compromised. In the event of a security intrusion, the Contractor agrees the Payment Card Industry representative, or a Payment Card Industry approved third party, shall be provided with full cooperation and access to conduct a thorough security review. The review will validate compliance with the Payment Card Industry Data Security Standard for


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protecting cardholder data. Contractor agrees to properly dispose sensitive cardholder data when no longer needed. The Contractor shall continue to treat cardholder data as confidential upon contract termination.

The Contractor shall provide the Department of Technology, Management and Budget, Financial Services documentation showing PCI Data Security certification has been achieved. The Contractor shall advise the Department of Technology, Management and Budget, Financial Services of all failures to comply with the PCI Data Security Requirements. Failures include, but are not limited to system scans and self-assessment questionnaires. The Contractor shall provide a time line for corrective action.

2.100 Confidentiality

2.101 CONFIDENTIALITY

Contractor and the State each acknowledge that the other possesses and shall continue to possess confidential information that has been developed or received by it. As used in this Section, “Confidential Information” of Contractor must mean all non-public proprietary information of Contractor (other than Confidential Information of the State as defined below), which is marked confidential, restricted, proprietary, or with a similar designation. “Confidential Information” of the State must mean any information which is retained in confidence by the State (or otherwise required to be held in confidence by the State under applicable federal, state and local laws and regulations) or which, in the case of tangible materials provided to Contractor by the State under its performance under this Contract, is marked as confidential, proprietary or with a similar designation by the State. “Confidential Information” excludes any information (including this Contract) that is publicly available under the Michigan FOIA.

2.102 PROTECTION AND DESTRUCTION OF CONFIDENTIAL INFORMATION

The State and Contractor shall each use at least the same degree of care to prevent disclosing to third parties the Confidential Information of the other as it employs to avoid unauthorized disclosure, publication or dissemination of its own confidential information of like character, but in no event less than reasonable care. Neither Contractor nor the State shall (i) make any use of the Confidential Information of the other except as contemplated by this Contract, (ii) acquire any right in or assert any lien against the Confidential Information of the other, or (iii) if requested to do so, refuse for any reason to promptly return the other party's Confidential Information to the other party. Each party shall limit disclosure of the other party’s Confidential Information to employees and Subcontractors who must have access to fulfill the purposes of this Contract. Disclosure to, and use by, a Subcontractor is permissible where (A) use of a Subcontractor is authorized under this Contract, (B) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the Subcontractor's scope of responsibility, and (C) Contractor obligates the Subcontractor in a written Contract to maintain the State’s Confidential Information in confidence. At the State's request, any employee of Contractor and of any Subcontractor having access or continued access to the State’s Confidential Information may be required to execute an acknowledgment that the employee has been advised of Contractor’s and the Subcontractor’s obligations under this Section and of the employee’s obligation to Contractor or Subcontractor, as the case may be, to protect the Confidential Information from unauthorized use or disclosure.

Promptly upon termination or cancellation of the Contract for any reason, Contractor must certify to the State that Contractor has destroyed all State Confidential Information.

2.103 EXCLUSIONS

Notwithstanding the foregoing, the provisions in this Section shall not apply to any particular information which the State or Contractor can demonstrate (i) was, at the time of disclosure to it, in the public domain; (ii) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the receiving party; (iii) was in the possession of the receiving party at the time of disclosure to it without an obligation of confidentiality; (iv) was received after disclosure to it from a third party who had a lawful right to disclose the information to it without any obligation to restrict its further disclosure; or (v) was independently developed by the receiving party without reference to Confidential Information of the furnishing party. Further, the provisions of this Section shall not apply to any particular Confidential Information to the extent the receiving party is required by law to disclose the Confidential Information, provided that the receiving party (i) promptly provides


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the furnishing party with notice of the legal request, and (ii) assists the furnishing party in resisting or limiting the scope of the disclosure as reasonably requested by the furnishing party.

2.104 NO IMPLIED RIGHTS

Nothing contained in this Section must be construed as obligating a party to disclose any particular Confidential Information to the other party, or as granting to or conferring on a party, expressly or impliedly, any right or license to the Confidential Information of the other party.

2.105 RESPECTIVE OBLIGATIONS

The parties’ respective obligations under this Section must survive the termination or expiration of this Contract for any reason.

2.110 Records and Inspections

2.111 INSPECTION OF WORK PERFORMED

The State’s authorized representatives shall at all reasonable times and with 10 days prior written request, have the right to enter Contractor’s premises, or any other places, where the Services are being performed, and shall have access, upon reasonable request, to interim drafts of Deliverables or work-in-progress. Upon 10 Days prior written notice and at all reasonable times, the State’s representatives shall be allowed to inspect, monitor, or otherwise evaluate the work being performed and to the extent that the access will not reasonably interfere or jeopardize the safety or operation of the systems or facilities. Contractor shall provide all reasonable facilities and assistance for the State’s representatives.

2.112 EXAMINATION OF RECORDS

For seven years after the Contractor provides any work under this Contract (the "Audit Period"), the State may examine and copy any of Contractor’s books, records, documents and papers pertinent to establishing Contractor’s compliance with the Contract and with applicable laws and rules. The State shall notify the Contractor 20 days before examining the Contractor's books and records. The State does not have the right to review any information deemed confidential by the Contractor to the extent access would require the confidential information to become publicly available. This provision also applies to the books, records, accounts, documents and papers, in print or electronic form, of any parent, affiliated or subsidiary organization of Contractor, or any Subcontractor of Contractor performing services in connection with the Contract.

2.113 RETENTION OF RECORDS

Contractor shall maintain at least until the end of the Audit Period all pertinent financial and accounting records (including time sheets and payroll records, and information pertaining to the Contract and to the Services, equipment, and commodities provided under the Contract) pertaining to the Contract according to generally accepted accounting principles and other procedures specified in this Section. Financial and accounting records shall be made available, upon request, to the State at any time during the Audit Period. If an audit, litigation, or other action involving Contractor’s records is initiated before the end of the Audit Period, the records shall be retained until all issues arising out of the audit, litigation, or other action are resolved or until the end of the Audit Period, whichever is later.

2.114 AUDIT RESOLUTION

If necessary, the Contractor and the State shall meet to review each audit report promptly after issuance. The Contractor shall respond to each audit report in writing within 30 days from receipt of the report, unless a shorter response time is specified in the report. The Contractor and the State shall develop, agree upon and monitor an action plan to promptly address and resolve any deficiencies, concerns, and/or recommendations in the audit report.

2.115 ERRORS

If the audit demonstrates any errors in the documents provided to the State, then the amount in error shall be reflected as a credit or debit on the next invoice and in subsequent invoices until the amount is paid or


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refunded in full. However, a credit or debit may not be carried for more than four invoices. If a balance remains after four invoices, then the remaining amount shall be due as a payment or refund within 45 days of the last quarterly invoice that the balance appeared on or termination of the contract, whichever is earlier.

In addition to other available remedies, the difference between the payment received and the correct payment amount is greater than 10%, then the Contractor shall pay all of the reasonable costs of the audit.

2.120 Warranties

2.121 WARRANTIES AND REPRESENTATIONS

The Contractor represents and warrants: (a) It is capable in all respects of fulfilling and must fulfill all of its obligations under this Contract. The

performance of all obligations under this Contract must be provided in a timely, professional, and workman-like manner and must meet the performance and operational standards required under this Contract.

(b) The Contract Appendices, Attachments and Exhibits identify the equipment and software and services necessary for the Deliverable(s) to perform and Services to operate in compliance with the Contract’s requirements and other standards of performance.

(c) It is the lawful owner or licensee of any Deliverable licensed or sold to the State by Contractor or developed by Contractor under this Contract, and Contractor has all of the rights necessary to convey to the State the ownership rights or licensed use, as applicable, of any and all Deliverables. None of the Deliverables provided by Contractor to the State under neither this Contract, nor their use by the State shall infringe the patent, copyright, trade secret, or other proprietary rights of any third party.

(d) If, under this Contract, Contractor procures any equipment, software or other Deliverable for the State (including equipment, software and other Deliverables manufactured, re-marketed or otherwise sold by Contractor under Contractor’s name), then in addition to Contractor’s other responsibilities with respect to the items in this Contract, Contractor must assign or otherwise transfer to the State or its designees, or afford the State the benefits of, any manufacturer's warranty for the Deliverable.

(e) The contract signatory has the power and authority, including any necessary corporate authorizations, necessary to enter into this Contract, on behalf of Contractor.

(f) It is qualified and registered to transact business in all locations where required. (g) Neither the Contractor nor any Affiliates, nor any employee of either, has, must have, or must acquire, any

contractual, financial, business, or other interest, direct or indirect, that would conflict in any manner or degree with Contractor’s performance of its duties and responsibilities to the State under this Contract or otherwise create an appearance of impropriety with respect to the award or performance of this Agreement. Contractor must notify the State about the nature of the conflict or appearance of impropriety within two days of learning about it.

(h) Neither Contractor nor any Affiliates, nor any employee of either has accepted or must accept anything of value based on an understanding that the actions of the Contractor or Affiliates or employee on behalf of the State would be influenced. Contractor must not attempt to influence any State employee by the direct or indirect offer of anything of value.

(i) Neither Contractor nor any Affiliates, nor any employee of either has paid or agreed to pay any person, other than bona fide employees and consultants working solely for Contractor or the Affiliate, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

(j) The prices proposed by Contractor were arrived at independently, without consultation, communication, or agreement with any other Bidder for the purpose of restricting competition; the prices quoted were not knowingly disclosed by Contractor to any other Bidder; and no attempt was made by Contractor to induce any other person to submit or not submit a proposal for the purpose of restricting competition.

(k) All financial statements, reports, and other information furnished by Contractor to the State as part of its response to the RFP or otherwise in connection with the award of this Contract fairly and accurately represent the business, properties, financial condition, and results of operations of Contractor as of the respective dates, or for the respective periods, covered by the financial statements, reports, other information. Since the respective dates or periods covered by the financial statements, reports, or other


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information, there have been no material adverse changes in the business, properties, financial condition, or results of operations of Contractor.

(l) All written information furnished to the State by or for the Contractor in connection with this Contract, including its bid, is true, accurate, and complete, and contains no untrue statement of material fact or omits any material fact necessary to make the information not misleading.

(m) It is not in material default or breach of any other contract or agreement that it may have with the State or any of its departments, commissions, boards, or agencies. Contractor further represents and warrants that it has not been a party to any contract with the State or any of its departments that was terminated by the State or the department within the previous five years for the reason that Contractor failed to perform or otherwise breached an obligation of the contract.

(n) If any of the certifications, representations, or disclosures made in the Contractor’s original bid response change after contract award, the Contractor is required to report those changes immediately to the Department of Technology, Management and Budget, Procurement.

2.122 WARRANTY OF MERCHANTABILITY

Goods provided by Contractor under this agreement shall be merchantable. All goods provided under this Contract shall be of good quality within the description given by the State, shall be fit for their ordinary purpose, shall be adequately contained and packaged within the description given by the State, shall conform to the agreed upon specifications, and shall conform to the affirmations of fact made by the Contractor or on the container or label.

2.123 WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE

When the Contractor has reason to know or knows any particular purpose for which the goods are required, and the State is relying on the Contractor’s skill or judgment to select or furnish suitable goods, there is a warranty that the goods are fit for such purpose.

2.124 WARRANTY OF TITLE

Contractor shall, in providing goods to the State, convey good title in those goods, whose transfer is right and lawful. All goods provided by Contractor shall be delivered free from any security interest, lien, or encumbrance of which the State, at the time of contracting, has no knowledge. Goods provided by Contractor, under this Contract, shall be delivered free of any rightful claim of any third person by of infringement or the like.





2.130 Insurance

2.131 LIABILITY INSURANCE

The Contractor must provide proof of the minimum levels of insurance coverage as indicated below. The insurance must protect the State from claims that may arise out of or result from the Contractor’s performance of services under the terms of this Contract, whether the services are performed by the Contractor, or by any subcontractor, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable.

The Contractor waives all rights against the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees and agents for recovery of damages to the extent these damages are covered by the insurance policies the Contractor is required to maintain under this Contract.


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All insurance coverage provided relative to this Contract/Purchase Order is PRIMARY and NON-CONTRIBUTING to any comparable liability insurance (including self-insurances) carried by the State.

The insurance must be written for not less than any minimum coverage specified in this Contract or required by law, whichever is greater.

The insurers selected by Contractor must have an A.M. Best rating of A or better, or as otherwise approved in writing by the State, or if the ratings are no longer available, with a comparable rating from a recognized insurance rating agency. All policies of insurance required in this Contract must be issued by companies that have been approved to do business in the State. See www.michigan.gov/dleg.

Where specific limits are shown, they are the minimum acceptable limits. If Contractor’s policy contains higher limits, the State must be entitled to coverage to the extent of the higher limits.

The Contractor is required to pay for and provide the type and amount of insurance checked below:

1. Commercial General Liability with the following minimum coverage: $2,000,000 General Aggregate Limit other than Products/Completed Operations $2,000,000 Products/Completed Operations Aggregate Limit $1,000,000 Personal & Advertising Injury Limit $1,000,000 Each Occurrence Limit

The Contractor must list the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees and agents as ADDITIONAL INSUREDS on the Commercial General Liability certificate. The Contractor also agrees to provide evidence that insurance policies contain a waiver of subrogation by the insurance company.

2. If a motor vehicle is used to provide services or products under this Contract, the Contractor must have vehicle liability insurance on any auto including owned, hired and non-owned vehicles used in Contractor‘s business for bodily injury and property damage as required by law.

The Contractor must list the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees and agents as ADDITIONAL INSUREDS on the vehicle liability certificate. The Contractor also agrees to provide evidence that insurance policies contain a waiver of subrogation by the insurance company.

3. Workers’ compensation coverage must be provided according to applicable laws governing the employees and employers work activities in the state of the Contractor’s domicile. If a self-insurer provides the applicable coverage, proof must be provided of approved self-insured authority by the jurisdiction of domicile. For employees working outside of the state of qualification, Contractor must provide appropriate certificates of insurance proving mandated coverage levels for the jurisdictions where the employees’ activities occur.

Any certificates of insurance received must also provide a list of states where the coverage is applicable.

The Contractor also agrees to provide evidence that insurance policies contain a waiver of subrogation by the insurance company. This provision must not be applicable where prohibited or limited by the laws of the jurisdiction in which the work is to be performed.

4. Employers liability insurance with the following minimum limits: $100,000 each accident $100,000 each employee by disease $500,000 aggregate disease

5. Employee Fidelity, including Computer Crimes, insurance naming the State as a loss payee, providing coverage for direct loss to the State and any legal liability of the State arising out of or related to fraudulent or dishonest acts committed by the employees of Contractor or its Subcontractors, acting alone or in collusion with others, in a minimum amount of one million dollars ($1,000,000.00) with a maximum deductible of fifty thousand dollars ($50,000.00).


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6. Umbrella or Excess Liability Insurance in a minimum amount of ten million dollars ($10,000,000.00), which must apply, at a minimum, to the insurance required in Subsection 1 (Commercial General Liability) above.

7. Professional Liability (Errors and Omissions) Insurance with the following minimum coverage: three million dollars ($3,000,000.00) each occurrence and three million dollars ($3,000,000.00) annual aggregate.

8. Fire and Personal Property Insurance covering against any loss or damage to the office space used by Contractor for any reason under this Contract, and the equipment, software and other contents of the office space, including without limitation, those contents used by Contractor to provide the Services to the State, up to its replacement value, where the office space and its contents are under the care, custody and control of Contractor. The policy must cover all risks of direct physical loss or damage, including without limitation, flood and earthquake coverage and coverage for computer hardware and software. The State must be endorsed on the policy as a loss payee as its interests appear.

2.132 SUBCONTRACTOR INSURANCE COVERAGE

Except where the State has approved in writing a Contractor subcontract with other insurance provisions, Contractor must require all of its Subcontractors under this Contract to purchase and maintain the insurance coverage as described in this Section for the Contractor in connection with the performance of work by those Subcontractors. Alternatively, Contractor may include any Subcontractors under Contractor’s insurance on the coverage required in this Section. Subcontractor(s) must fully comply with the insurance coverage required in this Section. Failure of Subcontractor(s) to comply with insurance requirements does not limit Contractor’s liability or responsibility.

2.133 CERTIFICATES OF INSURANCE AND OTHER REQUIREMENTS

Contractor must furnish to DTMB Procurement, certificate(s) of insurance verifying insurance coverage or providing satisfactory evidence of self-insurance as required in this Section (the “Certificates”). The Certificate must be on the standard “accord” form or equivalent. The Contract Number or the Purchase Order Number must be shown on the Certificate Of Insurance To Assure Correct Filing. All Certificate(s) are to be prepared and submitted by the Insurance Provider. All Certificate(s) must contain a provision indicating that coverage afforded under the policies SHALL NOT BE CANCELLED, MATERIALLY CHANGED, OR NOT RENEWED without 30 days prior written notice, except for 10 days for non-payment of premium, having been given to the Director of Procurement, Department of Technology, Management and Budget. The notice must include the Contract or Purchase Order number affected. Before the Contract is signed, and not less than 20 days before the insurance expiration date every year thereafter, the Contractor must provide evidence that the State and its agents, officers and employees are listed as additional insured under each commercial general liability and commercial automobile liability policy. In the event the State approves the representation of the State by the insurer’s attorney, the attorney may be required to be designated as a Special Assistant Attorney General by the Attorney General of the State of Michigan. The Contractor must maintain all required insurance coverage throughout the term of the Contract and any extensions and, in the case of claims-made Commercial General Liability policies, must secure tail coverage for at least three years following the expiration or termination for any reason of this Contract. The minimum limits of coverage specified above are not intended, and must not be construed; to limit any liability or indemnity of Contractor under this Contract to any indemnified party or other persons. Contractor is responsible for all deductibles with regard to the insurance. If the Contractor fails to pay any premium for required insurance as specified in this Contract, or if any insurer cancels or significantly reduces any required insurance as specified in this Contract without the State’s written consent, then the State may, after the State has given the Contractor at least 30 days written notice, pay the premium or procure similar insurance coverage from another company or companies. The State may deduct any part of the cost from any payment due the Contractor, or the Contractor must pay that cost upon demand by the State.


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2.140 Indemnification

2.141 GENERAL INDEMNIFICATION

To the extent permitted by law, the Contractor must indemnify, defend and hold harmless the State from liability, including all claims and losses, and all related costs and expenses (including reasonable attorneys’ fees and costs of investigation, litigation, settlement, judgments, interest and penalties), accruing or resulting to any person, firm or corporation that may be injured or damaged by the Contractor in the performance of this Contract and that are attributable to the negligence or tortious acts of the Contractor or any of its subcontractors, or by anyone else for whose acts any of them may be liable.

2.142 CODE INDEMNIFICATION

To the extent permitted by law, the Contractor shall indemnify, defend and hold harmless the State from any claim, loss, or expense arising from Contractor’s breach of the No Surreptitious Code Warranty.

2.143 EMPLOYEE INDEMNIFICATION

In any claims against the State of Michigan, its departments, divisions, agencies, sections, commissions, officers, employees and agents, by any employee of the Contractor or any of its subcontractors, the indemnification obligation under the Contract must not be limited in any way by the amount or type of damages, compensation or benefits payable by or for the Contractor or any of its subcontractors under worker’s disability compensation acts, disability benefit acts or other employee benefit acts. This indemnification clause is intended to be comprehensive. Any overlap in provisions, or the fact that greater specificity is provided as to some categories of risk, is not intended to limit the scope of indemnification under any other provisions.

2.144 PATENT/COPYRIGHT INFRINGEMENT INDEMNIFICATION

To the extent permitted by law, the Contractor must indemnify, defend and hold harmless the State from and against all losses, liabilities, damages (including taxes), and all related costs and expenses (including reasonable attorneys’ fees and costs of investigation, litigation, settlement, judgments, interest and penalties) incurred in connection with any action or proceeding threatened or brought against the State to the extent that the action or proceeding is based on a claim that any piece of equipment, software, commodity or service supplied by the Contractor or its subcontractors, or the operation of the equipment, software, commodity or service, or the use or reproduction of any documentation provided with the equipment, software, commodity or service infringes any United States patent, copyright, trademark or trade secret of any person or entity, which is enforceable under the laws of the United States. In addition, should the equipment, software, commodity, or service, or its operation, become or in the State’s or Contractor’s opinion be likely to become the subject of a claim of infringement, the Contractor must at the Contractor’s sole expense (i) procure for the State the right to continue using the equipment, software, commodity or service or, if the option is not reasonably available to the Contractor, (ii) replace or modify to the State’s satisfaction the same with equipment, software, commodity or service of equivalent function and performance so that it becomes non-infringing, or, if the option is not reasonably available to Contractor, (iii) accept its return by the State with appropriate credits to the State against the Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it. Notwithstanding the foregoing, the Contractor has no obligation to indemnify or defend the State for, or to pay any costs, damages or attorneys’ fees related to, any claim based upon (i) equipment developed based on written specifications of the State; (ii) use of the equipment in a configuration other than implemented or approved in writing by the Contractor, including, but not limited to, any modification of the equipment by the State; or (iii) the combination, operation, or use of the equipment with equipment or software not supplied by the Contractor under this Contract.


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2.145 CONTINUATION OF INDEMNIFICATION OBLIGATIONS

The Contractor’s duty to indemnify under this Section continues in full force and effect, notwithstanding the expiration or early cancellation of the Contract, with respect to any claims based on facts or conditions that occurred before expiration or cancellation.

2.146 INDEMNIFICATION PROCEDURES

The procedures set forth below must apply to all indemnity obligations under this Contract. (a) After the State receives notice of the action or proceeding involving a claim for which it shall seek

indemnification, the State must promptly notify Contractor of the claim in writing and take or assist Contractor in taking, as the case may be, any reasonable action to avoid the imposition of a default judgment against Contractor. No failure to notify the Contractor relieves the Contractor of its indemnification obligations except to the extent that the Contractor can prove damages attributable to the failure. Within 10 days following receipt of written notice from the State relating to any claim, the Contractor must notify the State in writing whether Contractor agrees to assume control of the defense and settlement of that claim (a “Notice of Election”). After notifying Contractor of a claim and before the State receiving Contractor’s Notice of Election, the State is entitled to defend against the claim, at the Contractor’s expense, and the Contractor will be responsible for any reasonable costs incurred by the State in defending against the claim during that period.

(b) If Contractor delivers a Notice of Election relating to any claim: (i) the State is entitled to participate in the defense of the claim and to employ counsel at its own expense to assist in the handling of the claim and to monitor and advise the State about the status and progress of the defense; (ii) the Contractor must, at the request of the State, demonstrate to the reasonable satisfaction of the State, the Contractor’s financial ability to carry out its defense and indemnity obligations under this Contract; (iii) the Contractor must periodically advise the State about the status and progress of the defense and must obtain the prior written approval of the State before entering into any settlement of the claim or ceasing to defend against the claim and (iv) to the extent that any principles of Michigan governmental or public law may be involved or challenged, the State has the right, at its own expense, to control the defense of that portion of the claim involving the principles of Michigan governmental or public law. But the State may retain control of the defense and settlement of a claim by notifying the Contractor in writing within 10 days after the State’s receipt of Contractor’s information requested by the State under clause (ii) of this paragraph if the State determines that the Contractor has failed to demonstrate to the reasonable satisfaction of the State the Contractor’s financial ability to carry out its defense and indemnity obligations under this Section. 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. In the event the insurer’s attorney represents the State under this Section, the insurer’s attorney may be required to be designated as a Special Assistant Attorney General by the Attorney General of the State of Michigan.

(c) If Contractor does not deliver a Notice of Election relating to any claim of which it is notified by the State as provided above, the State may defend the claim in the manner as it may deem appropriate, at the cost and expense of Contractor. If it is determined that the claim was one against which Contractor was required to indemnify the State, upon request of the State, Contractor must promptly reimburse the State for all the reasonable costs and expenses.

2.150 Termination/Cancellation

2.151 NOTICE AND RIGHT TO CURE

If the Contractor breaches the contract, and the State in its sole discretion determines that the breach is curable, then the State shall provide the Contractor with written notice of the breach and a time period (not less than 30 days) to cure the Breach. The notice of breach and opportunity to cure is inapplicable for successive or repeated breaches or if the State determines in its sole discretion that the breach poses a serious and imminent threat to the health or safety of any person or the imminent loss, damage, or destruction of any real or tangible personal property.


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2.152 TERMINATION FOR CAUSE

(a) The State may terminate this contract, for cause, by notifying the Contractor in writing, if the Contractor (i) breaches any of its material duties or obligations under this Contract (including a Chronic Failure to meet any particular SLA), or (ii) fails to cure a breach within the time period specified in the written notice of breach provided by the State

(b) If this Contract is terminated for cause, the Contractor must pay all costs incurred by the State in terminating this Contract, including but not limited to, State administrative costs, reasonable attorneys’ fees and court costs, and any reasonable additional costs the State may incur to procure the Services/Deliverables required by this Contract from other sources. Re-procurement costs are not consequential, indirect or incidental damages, and cannot be excluded by any other terms otherwise included in this Contract, provided the costs are not in excess of 50% more than the prices for the Service/Deliverables provided under this Contract.

(c) If the State chooses to partially terminate this Contract for cause, charges payable under this Contract shall be equitably adjusted to reflect those Services/Deliverables that are terminated and the State must pay for all Services/Deliverables for which Final Acceptance has been granted provided up to the termination date. Services and related provisions of this Contract that are terminated for cause must cease on the effective date of the termination.

(d) If the State terminates this Contract for cause under this Section, and it is determined, for any reason, that Contractor was not in breach of contract under the provisions of this section, that termination for cause must be deemed to have been a termination for convenience, effective as of the same date, and the rights and obligations of the parties must be limited to that otherwise provided in this Contract for a termination for convenience.

2.153 TERMINATION FOR CONVENIENCE

The State may terminate this Contract for its convenience, in whole or part, if the State determines that a termination is in the State’s best interest. Reasons for the termination must be left to the sole discretion of the State and may include, but not necessarily be limited to (a) the State no longer needs the Services or products specified in the Contract, (b) relocation of office, program changes, changes in laws, rules, or regulations make implementation of the Services no longer practical or feasible, (c) unacceptable prices for Additional Services or New Work requested by the State, or (d) falsification or misrepresentation, by inclusion or non-inclusion, of information material to a response to any RFP issued by the State. The State may terminate this Contract for its convenience, in whole or in part, by giving Contractor written notice at least 30 days before the date of termination. If the State chooses to terminate this Contract in part, the charges payable under this Contract must be equitably adjusted to reflect those Services/Deliverables that are terminated. Services and related provisions of this Contract that are terminated for convenience must cease on the effective date of the termination.

2.154 TERMINATION FOR NON-APPROPRIATION

(a) Contractor acknowledges that, if this Contract extends for several fiscal years, continuation of this Contract is subject to appropriation or availability of funds for this Contract. If funds to enable the State to effect continued payment under this Contract are not appropriated or otherwise made available, the State must terminate this Contract and all affected Statements of Work, in whole or in part, at the end of the last period for which funds have been appropriated or otherwise made available by giving written notice of termination to Contractor. The State must give Contractor at least 30 days advance written notice of termination for non-appropriation or unavailability (or the time as is available if the State receives notice of the final decision less than 30 days before the funding cutoff).

(b) If funding for the Contract is reduced by law, or funds to pay Contractor for the agreed-to level of the Services or production of Deliverables to be provided by Contractor are not appropriated or otherwise unavailable, the State may, upon 30 days written notice to Contractor, reduce the level of the Services or change the production of Deliverables in the manner and for the periods of time as the State may elect. The charges payable under this Contract shall be equitably adjusted to reflect any equipment, services or commodities not provided by reason of the reduction.


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(c) If the State terminates this Contract, eliminates certain Deliverables, or reduces the level of Services to be provided by Contractor under this Section, the State must pay Contractor for all Work-in-Process performed through the effective date of the termination or reduction in level, as the case may be and as determined by the State, to the extent funds are available. This Section shall not preclude Contractor from reducing or stopping Services/Deliverables or raising against the State in a court of competent jurisdiction, any claim for a shortfall in payment for Services performed or Deliverables finally accepted before the effective date of termination.

2.155 TERMINATION FOR CRIMINAL CONVICTION

The State may terminate this Contract immediately and without further liability or penalty in the event Contractor, an officer of Contractor, or an owner of a 25% or greater share of Contractor is convicted of a criminal offense related to a State, public or private Contract or subcontract.

2.156 TERMINATION FOR APPROVALS RESCINDED

The State may terminate this Contract if any final administrative or judicial decision or adjudication disapproves a previously approved request for purchase of personal services under Constitution 1963, Article 11, § 5, and Civil Service Rule 7-1. In that case, the State shall pay the Contractor for only the work completed to that point under the Contract. Termination may be in whole or in part and may be immediate as of the date of the written notice to Contractor or may be effective as of the date stated in the written notice.

2.157 RIGHTS AND OBLIGATIONS UPON TERMINATION

(a) If the State terminates this Contract for any reason, the Contractor must (a) stop all work as specified in the notice of termination, (b) take any action that may be necessary, or that the State may direct, for preservation and protection of Deliverables or other property derived or resulting from this Contract that may be in Contractor’s possession, (c) return all materials and property provided directly or indirectly to Contractor by any entity, agent or employee of the State, (d) transfer title in, and deliver to, the State, unless otherwise directed, all Deliverables intended to be transferred to the State at the termination of the Contract and which are resulting from the Contract (which must be provided to the State on an “As-Is” basis except to the extent the amounts paid by the State in respect of the items included compensation to Contractor for the provision of warranty services in respect of the materials), and (e) take any action to mitigate and limit any potential damages, or requests for Contractor adjustment or termination settlement costs, to the maximum practical extent, including terminating or limiting as otherwise applicable those subcontracts and outstanding orders for material and supplies resulting from the terminated Contract.

(b) If the State terminates this Contract before its expiration for its own convenience, the State must pay Contractor for all charges due for Services provided before the date of termination and, if applicable, as a separate item of payment under this Contract, for Work In Process, on a percentage of completion basis at the level of completion determined by the State. All completed or partially completed Deliverables prepared by Contractor under this Contract, at the option of the State, becomes the State’s property, and Contractor is entitled to receive equitable fair compensation for the Deliverables. Regardless of the basis for the termination, the State is not obligated to pay, or otherwise compensate, Contractor for any lost expected future profits, costs or expenses incurred with respect to Services not actually performed for the State.

(c) Upon a good faith termination, the State may assume, at its option, any subcontracts and agreements for services and deliverables provided under this Contract, and may further pursue completion of the Services/Deliverables under this Contract by replacement contract or otherwise as the State may in its sole judgment deem expedient.

2.158 RESERVATION OF RIGHTS

Any termination of this Contract or any Statement of Work issued under it by a party must be with full reservation of, and without prejudice to, any rights or remedies otherwise available to the party with respect to any claims arising before or as a result of the termination.


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2.160 Termination by Contractor

2.161 TERMINATION BY CONTRACTOR

If the State breaches the Contract, and the Contractor in its sole discretion determines that the breach is curable, then the Contractor will provide the State with written notice of the breach and a time period (not less than 30 days) to cure the breach. The Notice of Breach and opportunity to cure is inapplicable for successive and repeated breaches.

The Contractor may terminate this Contract if the State (i) materially breaches its obligation to pay the Contractor undisputed amounts due and owing under this Contract, (ii) breaches its other obligations under this Contract to an extent that makes it impossible or commercially impractical for the Contractor to perform the Services, or (iii) does not cure the breach within the time period specified in a written notice of breach. But the Contractor must discharge its obligations under Section 2.160 before it terminates the Contract.

2.170 Transition Responsibilities

2.171 CONTRACTOR TRANSITION RESPONSIBILITIES

If the State terminates this contract, for convenience or cause, or if the Contract is otherwise dissolved, voided, rescinded, nullified, expires or rendered unenforceable, the Contractor shall comply with direction provided by the State to assist in the orderly transition of equipment, services, software, leases, etc. to the State or a third party designated by the State. If this Contract expires or terminates, the Contractor agrees to make all reasonable efforts to effect an orderly transition of services within a reasonable period of time that in no event will exceed 180 days. These efforts must include, but are not limited to, those listed in Section 2.150.

2.172 CONTRACTOR PERSONNEL TRANSITION

The Contractor shall work with the State, or a specified third party, to develop a transition plan setting forth the specific tasks and schedule to be accomplished by the parties, to effect an orderly transition. The Contractor must allow as many personnel as practicable to remain on the job to help the State, or a specified third party, maintain the continuity and consistency of the services required by this Contract. In addition, during or following the transition period, in the event the State requires the Services of the Contractor’s subcontractors or vendors, as necessary to meet its needs, Contractor agrees to reasonably, and with good-faith, work with the State to use the Services of Contractor’s subcontractors or vendors. Contractor will notify all of Contractor’s subcontractors of procedures to be followed during transition.

2.173 CONTRACTOR INFORMATION TRANSITION

The Contractor shall provide reasonable detailed specifications for all Services/Deliverables needed by the State, or specified third party, to properly provide the Services/Deliverables required under this Contract. The Contractor will provide the State with asset management data generated from the inception of this Contract through the date on which this Contractor is terminated in a comma-delineated format unless otherwise requested by the State. The Contractor will deliver to the State any remaining owed reports and documentation still in Contractor’s possession subject to appropriate payment by the State.

2.174 CONTRACTOR SOFTWARE TRANSITION

The Contractor shall reasonably assist the State in the acquisition of any Contractor software required to perform the Services/use the Deliverables under this Contract. This must include any documentation being used by the Contractor to perform the Services under this Contract. If the State transfers any software licenses to the Contractor, those licenses must, upon expiration of the Contract, transfer back to the State at their current revision level. Upon notification by the State, Contractor may be required to freeze all non-critical changes to Deliverables/Services.

2.175 TRANSITION PAYMENTS

If the transition results from a termination for any reason, the termination provisions of this Contract must govern reimbursement. If the transition results from expiration, the Contractor will be reimbursed for all


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reasonable transition costs (i.e. costs incurred within the agreed period after contract expiration that result from transition operations) at the rates agreed upon by the State. The Contractor will prepare an accurate accounting from which the State and Contractor may reconcile all outstanding accounts.

2.176 STATE TRANSITION RESPONSIBILITIES

In the event that this Contract is terminated, dissolved, voided, rescinded, nullified, or otherwise rendered unenforceable, the State agrees to reconcile all accounts between the State and the Contractor, complete any pending post-project reviews and perform any others obligations upon which the State and the Contractor agree. (a) Reconciling all accounts between the State and the Contractor; (b) Completing any pending post-project reviews.

2.180 Stop Work

2.181 STOP WORK ORDERS

The State may, at any time, by written Stop Work Order to Contractor, require that Contractor stop all, or any part, of the work called for by the Contract for a period of up to 90 calendar days after the Stop Work Order is delivered to Contractor, and for any further period to which the parties may agree. The Stop Work Order must be identified as a Stop Work Order and must indicate that it is issued under this Section. Upon receipt of the stop work order, Contractor must immediately comply with its terms and take all reasonable steps to minimize incurring costs allocable to the work covered by the Stop Work Order during the period of work stoppage. Within the period of the stop work order, the State must either: (a) cancel the stop work order; or (b) terminate the work covered by the Stop Work Order as provided in Section 2.182.

2.182 CANCELLATION OR EXPIRATION OF STOP WORK ORDER

The Contractor shall resume work if the State cancels a Stop Work Order or if it expires. The parties shall agree upon an equitable adjustment in the delivery schedule, the Contract price, or both, and the Contract shall be modified, in writing, accordingly, if: (a) the Stop Work Order results in an increase in the time required for, or in Contractor’s costs properly allocable to, the performance of any part of the Contract; and (b) Contractor asserts its right to an equitable adjustment within 30 calendar days after the end of the period of work stoppage; provided that, if the State decides the facts justify the action, the State may receive and act upon a Contractor proposal submitted at any time before final payment under the Contract. Any adjustment will conform to the requirements of Section 2.024.

2.183 ALLOWANCE OF CONTRACTOR COSTS

If the Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated for reasons other than material breach, the termination shall be deemed to be a termination for convenience under Section 2.153, and the State shall pay reasonable costs resulting from the Stop Work Order in arriving at the termination settlement. For the avoidance of doubt, the State shall not be liable to Contractor for loss of profits because of a Stop Work Order issued under this Section.

2.190 Dispute Resolution

2.191 IN GENERAL

Any claim, counterclaim, or dispute between the State and Contractor arising out of or relating to the Contract or any Statement of Work must be resolved as follows. For all Contractor claims seeking an increase in the amounts payable to Contractor under the Contract, or the time for Contractor’s performance, Contractor must submit a letter, together with all data supporting the claims, executed by Contractor’s Contract Administrator or the Contract Administrator's designee certifying that (a) the claim is made in good faith, (b) the amount claimed accurately reflects the adjustments in the amounts payable to Contractor or the time for Contractor’s performance for which Contractor believes the State is liable and covers all costs of every type to which Contractor is entitled from the occurrence of the claimed event, and (c) the claim and the supporting data are current and complete to Contractor’s best knowledge and belief.


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2.192 INFORMAL DISPUTE RESOLUTION

(a) All disputes between the parties shall be resolved under the Contract Management procedures in this Contract. If the parties are unable to resolve any dispute after compliance with the processes, the parties must meet with the Director of DTMB Procurement, or designee, to resolve the dispute without the need for formal legal proceedings, as follows: (1) The representatives of Contractor and the State must meet as often as the parties reasonably deem necessary to gather and furnish to each other all information with respect to the matter at issue which the parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. (2) During the course of negotiations, all reasonable requests made by one party to another for non-privileged information reasonably related to the Contract shall be honored in order that each of the parties may be fully advised of the other’s position. (3) The specific format for the discussions shall be left to the discretion of the designated State and Contractor representatives, but may include the preparation of agreed upon statements of fact or written statements of position. (4) Following the completion of this process within 60 calendar days, the Director of DTMB Procurement, or designee, shall issue a written opinion regarding the issue(s) in dispute within 30 calendar days. The opinion regarding the dispute must be considered the State’s final action and the exhaustion of administrative remedies. (b) This Section shall not be construed to prevent either party from instituting, and a party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, or under Section 2.193. (c) The State shall not mediate disputes between the Contractor and any other entity, except state agencies, concerning responsibility for performance of work under the Contract.

2.193 INJUNCTIVE RELIEF

The only circumstance in which disputes between the State and Contractor shall not be subject to the provisions of Section 2.192 is where a party makes a good faith determination that a breach of the terms of the Contract by the other party is that the damages to the party resulting from the breach shall be so immediate, so large or severe and so incapable of adequate redress after the fact that a temporary restraining order or other immediate injunctive relief is the only adequate remedy.

2.194 CONTINUED PERFORMANCE

Each party agrees to continue performing its obligations under the Contract while a dispute is being resolved except to the extent the issue in dispute precludes performance (dispute over payment must not be deemed to preclude performance) and without limiting either party’s right to terminate the Contract as provided in Section 2.150, as the case may be.

2.200 Federal and State Contract Requirements

2.201 NONDISCRIMINATION

In the performance of the Contract, Contractor agrees not to discriminate against any employee or applicant for employment, with respect to his or her hire, tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of race, color, religion, national origin, ancestry, age, sex, height, weight, and marital status, physical or mental disability. Contractor further agrees that every subcontract entered into for the performance of this Contract or any purchase order resulting from this Contract will contain a provision requiring non-discrimination in employment, as specified here, binding upon each Subcontractor. This covenant is required under the Elliot Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq., and the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., and any breach of this provision may be regarded as a material breach of the Contract.


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2.202 UNFAIR LABOR PRACTICES

Under 1980 PA 278, MCL 423.321, et seq., the State shall not award a Contract or subcontract to an employer whose name appears in the current register of employers failing to correct an unfair labor practice compiled under section 2 of the Act. This information is compiled by the United States National Labor Relations Board. A Contractor of the State, in relation to the Contract, shall not enter into a contract with a Subcontractor, manufacturer, or supplier whose name appears in this register. Under section 4 of 1980 PA 278, MCL 423.324, the State may void any Contract if, after award of the Contract, the name of Contractor as an employer or the name of the Subcontractor, manufacturer or supplier of Contractor appears in the register.

2.203 WORKPLACE SAFETY AND DISCRIMINATORY HARASSMENT

In performing Services for the State, the Contractor shall comply with the Department of Civil Services Rule 2-20 regarding Workplace Safety and Rule 1-8.3 regarding Discriminatory Harassment. In addition, the Contractor shall comply with Civil Service regulations and any applicable agency rules provided to the Contractor. For Civil Service Rules, see http://www.mi.gov/mdcs/0,1607,7-147-6877---,00.html.

2.204 PREVAILING WAGE

Wages rates and fringe benefits to be paid each class of individuals employed by the Contractor, its subcontractors, their subcontractors, and all persons involved with the performance of this Contract in privity of contract with the Contractor shall not be less than the wage rates and fringe benefits established by the Michigan Department of Labor and Economic Development, Wage and Hour Bureau, schedule of occupational classification and wage rates and fringe benefits for the local where the work is to be performed. The term Contractor shall include all general contractors, prime contractors, project managers, trade contractors, and all of their contractors or subcontractors and persons in privity of contract with them.

The Contractor, its subcontractors, their subcontractors and all persons involved with the performance of this contract in privity of contract with the Contractor shall keep posted on the work site, in a conspicuous place, a copy of all wage rates and fringe benefits as prescribed in the Contract. Contractor shall also post, in a conspicuous place, the address and telephone number of the Michigan Department of Labor and Economic Development, the agency responsible for enforcement of the wage rates and fringe benefits. Contractor shall keep an accurate record showing the name and occupation of the actual wage and benefits paid to each individual employed in connection with this contract. This record shall be available to the State upon request for reasonable inspection.

If any trade is omitted from the list of wage rates and fringe benefits to be paid to each class of individuals by the Contractor, it is understood that the trades omitted shall also be paid not less than the wage rate and fringe benefits prevailing in the local where the work is to be performed.

2.210 Governing Law

2.211 GOVERNING LAW

The Contract shall in all respects be governed by, and construed according to, the substantive laws of the State of Michigan without regard to any Michigan choice of law rules that would apply the substantive law of any other jurisdiction to the extent not inconsistent with, or pre-empted by federal law.

2.212 COMPLIANCE WITH LAWS

Contractor shall comply with all applicable state, federal and local laws and ordinances in providing the Services/Deliverables.

2.213 JURISDICTION

Any dispute arising from the Contract shall be resolved in the State of Michigan. With respect to any claim between the parties, Contractor consents to venue in Ingham County, Michigan, and irrevocably waives any objections it may have to the jurisdiction on the grounds of lack of personal jurisdiction of the court or the laying


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of venue of the court or on the basis of forum non conveniens or otherwise. Contractor agrees to appoint agents in the State of Michigan to receive service of process.

2.220 Limitation of Liability

2.221 LIMITATION OF LIABILITY

Neither the Contractor nor the State shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages. This limitation of liability does not apply to claims for infringement of United States patent, copyright, trademark or trade secrets; to claims for personal injury or damage to property caused by the gross negligence or willful misconduct of the Contractor; to claims covered by other specific provisions of this Contract calling for liquidated damages; or to court costs or attorney’s fees awarded by a court in addition to damages after litigation based on this Contract.

The Contractor’s liability for damages to the State is limited to two times the value of the Contract or $500,000 which ever is higher. The foregoing limitation of liability does not apply to claims for infringement of United States patent, copyright, trademarks or trade secrets; to claims for personal injury or damage to property caused by the gross negligence or willful misconduct of the Contractor; to claims covered by other specific provisions of this Contract calling for liquidated damages; or to court costs or attorney’s fees awarded by a court in addition to damages after litigation based on this Contract.

The State’s liability for damages to the Contractor is limited to the value of the Contract.

2.230 Disclosure Responsibilities

2.231 DISCLOSURE OF LITIGATION

Contractor shall disclose any material criminal litigation, investigations or proceedings involving the Contractor (and each Subcontractor) or any of its officers or directors or any litigation, investigations or proceedings under the Sarbanes-Oxley Act. In addition, each Contractor (and each Subcontractor) shall notify the State of any material civil litigation, arbitration or proceeding which arises during the term of the Contract and extensions, to which Contractor (or, to the extent Contractor is aware, any Subcontractor) is a party, and which involves: (i) disputes that might reasonably be expected to adversely affect the viability or financial stability of Contractor or any Subcontractor; or (ii) a claim or written allegation of fraud against Contractor or, to the extent Contractor is aware, any Subcontractor by a governmental or public entity arising out of their business dealings with governmental or public entities. The Contractor shall disclose in writing to the Contract Administrator any litigation, investigation, arbitration or other proceeding (collectively, "Proceeding") within 30 days of its occurrence. Details of settlements that are prevented from disclosure by the terms of the settlement may be annotated. Information provided to the State from Contractor’s publicly filed documents referencing its material litigation shall be deemed to satisfy the requirements of this Section.

If any Proceeding disclosed to the State under this Section, or of which the State otherwise becomes aware, during the term of this Contract would cause a reasonable party to be concerned about: (a) the ability of Contractor (or a Subcontractor) to continue to perform this Contract according to its terms

and conditions, or (b) whether Contractor (or a Subcontractor) in performing Services for the State is engaged in conduct which

is similar in nature to conduct alleged in the Proceeding, which conduct would constitute a breach of this Contract or a violation of Michigan law, regulations or public policy, then the Contractor must provide the State all reasonable assurances requested by the State to demonstrate that:

(1) Contractor and its Subcontractors will be able to continue to perform this Contract and any Statements of Work according to its terms and conditions, and

(2) Contractor and its Subcontractors have not and will not engage in conduct in performing the Services which is similar in nature to the conduct alleged in the Proceeding.

(c) Contractor shall make the following notifications in writing: (1) Within 30 days of Contractor becoming aware that a change in its ownership or officers has occurred,

or is certain to occur, or a change that could result in changes in the valuation of its capitalized assets in the accounting records, Contractor must notify DTMB Procurement.


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(2) Contractor shall also notify DTMB Procurement within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership or officers.

(3) Contractor shall also notify Purchase Operations within 30 days whenever changes to company affiliations occur.

2.232 CALL CENTER DISCLOSURE

Contractor and/or all subcontractors involved in the performance of this Contract providing call or contact center services to the State shall disclose the location of its call or contact center services to inbound callers. Failure to disclose this information is a material breach of this Contract.

2.233 BANKRUPTCY

The State may, without prejudice to any other right or remedy, terminate this Contract, in whole or in part, and, at its option, may take possession of the “Work in Process” and finish the Works in Process by whatever appropriate method the State may deem expedient if: (a) the Contractor files for protection under the bankruptcy laws; (b) an involuntary petition is filed against the Contractor and not removed within 30 days; (c the Contractor becomes insolvent or if a receiver is appointed due to the Contractor's insolvency; (d) the Contractor makes a general assignment for the benefit of creditors; or (e) the Contractor or its affiliates are unable to provide reasonable assurances that the Contractor or its

affiliates can deliver the services under this Contract.

Contractor will fix appropriate notices or labels on the Work in Process to indicate ownership by the State. To the extent reasonably possible, materials and Work in Process shall be stored separately from other stock and marked conspicuously with labels indicating ownership by the State.

2.240 Performance

2.241 TIME OF PERFORMANCE

(a) Contractor shall use commercially reasonable efforts to provide the resources necessary to complete all Services and Deliverables according to the time schedules contained in the Statements of Work and other Exhibits governing the work, and with professional quality.

(b) Without limiting the generality of Section 2.241, Contractor shall notify the State in a timely manner upon becoming aware of any circumstances that may reasonably be expected to jeopardize the timely and successful completion of any Deliverables/Services on the scheduled due dates in the latest State-approved delivery schedule and must inform the State of the projected actual delivery date.

(c) If the Contractor believes that a delay in performance by the State has caused or will cause the Contractor to be unable to perform its obligations according to specified Contract time periods, the Contractor must notify the State in a timely manner and must use commercially reasonable efforts to perform its obligations according to the Contract time periods notwithstanding the State’s failure. Contractor will not be in default for a delay in performance to the extent the delay is caused by the State.

2.242 SERVICE LEVEL AGREEMENT (SLA)

(a) SLAs will be completed with the following operational considerations:

(1) SLAs will not be calculated for individual Incidents where any event of Excusable Failure has been determined; Incident means any interruption in Services.

(2) SLAs will not be calculated for individual Incidents where loss of service is planned and where the State has received prior notification or coordination.

(3) SLAs will not apply if the applicable Incident could have been prevented through planning proposed by Contractor and not implemented at the request of the State. To invoke this consideration, complete documentation relevant to the denied planning proposal must be presented to substantiate the proposal.


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(4) Time period measurements will be based on the time Incidents are received by the Contractor and the time that the State receives notification of resolution based on 24x7x365 time period, except that the time period measurement will be suspended based on the following: (i) Time period(s) will not apply where Contractor does not have access to a physical State Location

and where access to the State Location is necessary for problem identification and resolution. (ii) Time period(s) will not apply where Contractor needs to obtain timely and accurate information or

appropriate feedback and is unable to obtain timely and accurate information or appropriate feedback from the State.

(b) Chronic Failure for any Service(s) will be defined as three unscheduled outage(s) or interruption(s) on any individual Service for the same reason or cause or if the same reason or cause was reasonably discoverable in the first instance over a rolling 30 day period. Chronic Failure will result in the State’s option to terminate the effected individual Service(s) and procure them from a different vendor for the chronic location(s) with Contractor to pay the difference in charges for up to three additional months. The termination of the Service will not affect any tiered pricing levels.

(c) Root Cause Analysis will be performed on any Business Critical outage(s) or outage(s) on Services when requested by the Contract Administrator. Contractor will provide its analysis within two weeks of outage(s) and provide a recommendation for resolution.

(d) All decimals must be rounded to two decimal places with five and greater rounding up and four and less rounding down unless otherwise specified.

2.243 LIQUIDATED DAMAGES

The parties acknowledge that late or improper completion of the Work will cause loss and damage to the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result. Therefore, Contractor and the State agree that if there is late or improper completion of the Work and the State does not elect to exercise its rights under Section 2.152, the State is entitled to collect liquidated damages in the amount of $5,000.00 and an additional $100.00 per day for each day Contractor fails to remedy the late or improper completion of the Work.

Unauthorized Removal of any Key Personnel It is acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of the Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result of any Unauthorized Removal. Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Section 2.152, the State may assess liquidated damages against Contractor as specified below.

For the Unauthorized Removal of any Key Personnel designated in the applicable Statement of Work, the liquidated damages amount is $25,000.00 per individual if the Contractor identifies a replacement approved by the State under Section 2.060 and assigns the replacement to the Project to shadow the Key Personnel who is leaving for a period of at least 30 days before the Key Personnel’s removal.

If Contractor fails to assign a replacement to shadow the removed Key Personnel for at least 30 days, in addition to the $25,000.00 liquidated damages for an Unauthorized Removal, Contractor must pay the amount of $833.33 per day for each day of the 30 day shadow period that the replacement Key Personnel does not shadow the removed Key Personnel, up to $25,000.00 maximum per individual. The total liquidated damages that may be assessed per Unauthorized Removal and failure to provide 30 days of shadowing must not exceed $50,000.00 per individual.

2.244 EXCUSABLE FAILURE

Neither party will be liable for any default, damage or delay in the performance of its obligations under the Contract to the extent the default, damage or delay is caused by government regulations or requirements (executive, legislative, judicial, military or otherwise), power failure, electrical surges or current fluctuations, lightning, earthquake, war, water or other forces of nature or acts of God, delays or failures of transportation, equipment shortages, suppliers’ failures, or acts or omissions of common carriers, fire; riots, civil disorders;


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strikes or other labor disputes, embargoes; injunctions (provided the injunction was not issued as a result of any fault or negligence of the party seeking to have its default or delay excused); or any other cause beyond the reasonable control of a party; provided the non-performing party and its Subcontractors are without fault in causing the default or delay, and the default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing party through the use of alternate sources, workaround plans or other means, including disaster recovery plans.

If a party does not perform its contractual obligations for any of the reasons listed above, the non-performing party will be excused from any further performance of its affected obligation(s) for as long as the circumstances prevail. But the party must use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. A party must promptly notify the other party in writing immediately after the excusable failure occurs, and also when it abates or ends.

If any of the above-enumerated circumstances substantially prevent, hinder, or delay the Contractor’s performance of the Services/provision of Deliverables for more than 10 Business Days, and the State determines that performance is not likely to be resumed within a period of time that is satisfactory to the State in its reasonable discretion, then at the State’s option: (a) the State may procure the affected Services/Deliverables from an alternate source, and the State is not be liable for payment for the unperformed Services/ Deliverables not provided under the Contract for so long as the delay in performance continues; (b) the State may terminate any portion of the Contract so affected and the charges payable will be equitably adjusted to reflect those Services/Deliverables terminated; or (c) the State may terminate the affected Statement of Work without liability to Contractor as of a date specified by the State in a written notice of termination to the Contractor, except to the extent that the State must pay for Services/Deliverables provided through the date of termination.

The Contractor will not have the right to any additional payments from the State as a result of any Excusable Failure occurrence or to payments for Services not rendered/Deliverables not provided as a result of the Excusable Failure condition. Defaults or delays in performance by Contractor which are caused by acts or omissions of its Subcontractors will not relieve Contractor of its obligations under the Contract except to the extent that a Subcontractor is itself subject to an Excusable Failure condition described above and Contractor cannot reasonably circumvent the effect of the Subcontractor’s default or delay in performance through the use of alternate sources, workaround plans or other means.

2.250 Approval of Deliverables

2.251 DELIVERY OF DELIVERABLES

The Contractor shall provide deliverables as required in Article 1.

2.252 CONTRACTOR SYSTEM TESTING

The Contractor shall conduct system testing as required in Article 1.

2.253 APPROVAL OF DELIVERABLES, IN GENERAL

All Deliverables (Written Deliverables and Custom Software Deliverables) require formal written approval by the State, in accordance with the following procedures. Formal approval by the State requires that the Deliverable be confirmed in writing by the State to meet its specifications, which, in the case of Custom Software Deliverables, will include the successful completion of State User Acceptance Testing, to be led by the State with the support and assistance of Contractor. The parties acknowledge that the approval process set forth herein will be facilitated by ongoing consultation between the parties, visibility of interim and intermediate Deliverables and collaboration on key decisions.

The State’s obligation to comply with any State Review Period is conditioned on the timely delivery of Deliverables being reviewed. If Contractor fails to provide a Deliverable to the State in a timely manner, the State will nevertheless use commercially reasonable efforts to complete its review or testing within the applicable State Review Period.


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Before commencement of its review or testing of a Deliverable, the State may inspect the Deliverable to confirm that all components of the Deliverable (e.g., software, associated documentation, and other materials) have been delivered. If the State determines that the Deliverable is incomplete, the State may refuse delivery of the Deliverable without performing any further inspection or testing of the Deliverable. Otherwise, the review period will be deemed to have started on the day the State receives the Deliverable and the applicable certification by Contractor in accordance with this Section.

The State will approve in writing a Deliverable upon confirming that it conforms to and, in the case of a Custom Software Deliverable, performs in accordance with, its specifications without material deficiency. The State may, but shall not be required to, conditionally approve in writing a Deliverable that contains material deficiencies if the State elects to permit Contractor to rectify them post-approval. In any case, Contractor will be responsible for working diligently to correct within a reasonable time at Contractor’s expense all deficiencies in the Deliverable that remain outstanding at the time of State approval.

If, after three (3) opportunities (the original and two repeat efforts), Contractor is unable to correct all deficiencies preventing State approval of a Deliverable, the State may: (i) demand that Contractor cure the failure and give Contractor additional time to cure the failure at the sole expense of Contractor; or (ii) keep this Contract in force and do, either itself or through other parties, whatever Contractor has failed to do, in which event Contractor shall bear any excess expenditure incurred by the State in so doing beyond the contract price for such Deliverable and will pay the State an additional sum equal to ten percent (10%) of such excess expenditure to cover the State’s general expenses without the need to furnish proof in substantiation of such general expenses; or (iii) terminate this Contract for default, either in whole or in part by notice to Contractor (and without the need to afford Contractor any further opportunity to cure). Notwithstanding the foregoing, the State shall not use, as a basis for exercising its termination rights under this Section, deficiencies discovered in a repeat State Review Period that could reasonably have been discovered during a prior State Review Period.

The State, at any time and in its own discretion, may halt the UAT or approval process if such process reveals deficiencies in or problems with a Deliverable in a sufficient quantity or of a sufficient severity as to make the continuation of such process unproductive or unworkable. In such case, the State may return the applicable Deliverable to Contractor for correction and re-delivery prior to resuming the review or UAT process and, in that event, Contractor will correct the deficiencies in such Deliverable in accordance with the Contract, as the case may be.

Approval in writing of a Deliverable by the State shall be provisional; that is, such approval shall not preclude the State from later identifying deficiencies in, and declining to accept, a subsequent Deliverable based on or which incorporates or inter-operates with an approved Deliverable, to the extent that the results of subsequent review or testing indicate the existence of deficiencies in the subsequent Deliverable, or if the Application of which the subsequent Deliverable is a component otherwise fails to be accepted pursuant to Section 2.080.

2.254 PROCESS FOR APPROVAL OF WRITTEN DELIVERABLES

The State Review Period for Written Deliverables will be the number of days set forth in the applicable Statement of Work following delivery of the final version of the Written Deliverable (failing which the State Review Period, by default, shall be five (5) Business Days for Written Deliverables of one hundred (100) pages or less and ten (10) Business Days for Written Deliverables of more than one hundred (100) pages). The duration of the State Review Periods will be doubled if the State has not had an opportunity to review an interim draft of the Written Deliverable prior to its submission to the State. The State agrees to notify Contractor in writing by the end of the State Review Period either stating that the Written Deliverable is approved in the form delivered by Contractor or describing any deficiencies that shall be corrected prior to approval of the Written Deliverable (or at the State’s election, subsequent to approval of the Written Deliverable). If the State delivers to Contractor a notice of deficiencies, Contractor will correct the described deficiencies and within five (5) Business Days resubmit the Deliverable in a form that shows all revisions made to the original version delivered to the State. Contractor’s correction efforts will be made at no additional charge. Upon receipt of a corrected Written Deliverable from Contractor, the State will have a reasonable additional period of time, not to exceed the length of the original State Review Period, to review the corrected Written Deliverable to confirm that the identified deficiencies have been corrected.


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2.256 FINAL ACCEPTANCE

Final acceptance is expressly conditioned upon completion of all delivery of software, completion of all tasks in the project plan as approved, delivery of services, and the certification by the State that the solution meets the defined requirements.

2.260 Ownership

2.261 OWNERSHIP OF WORK PRODUCT BY STATE

The State owns all Deliverables, as they are work made for hire by the Contractor for the State. The State owns all United States and international copyrights, trademarks, patents or other proprietary rights in the Deliverables.

2.262 VESTING OF RIGHTS

With the sole exception of any preexisting licensed works identified in the SOW, the Contractor assigns, and upon creation of each Deliverable automatically assigns, to the State, ownership of all United States and international copyrights, trademarks, patents, or other proprietary rights in each and every Deliverable, whether or not registered by the Contractor, insofar as any the Deliverable, by operation of law, may not be considered work made for hire by the Contractor for the State. From time to time upon the State’s request, the Contractor must confirm the assignment by execution and delivery of the assignments, confirmations of assignment, or other written instruments as the State may request. The State may obtain and hold in its own name all copyright, trademark, and patent registrations and other evidence of rights that may be available for Deliverables.

2.263 RIGHTS IN DATA

The State is the owner of all data made available by the State to the Contractor or its agents, Subcontractors or representatives under the Contract. The Contractor will not use the State’s data for any purpose other than providing the Services, nor will any part of the State’s data be disclosed, sold, assigned, leased or otherwise disposed of to the general public or to specific third parties or commercially exploited by or on behalf of the Contractor. No employees of the Contractor, other than those on a strictly need-to-know basis, have access to the State’s data. Contractor will not possess or assert any lien or other right against the State’s data. Without limiting the generality of this Section, the Contractor must only use personally identifiable information as strictly necessary to provide the Services and must disclose the information only to its employees who have a strict need-to-know the information. The Contractor must comply at all times with all laws and regulations applicable to the personally identifiable information.

The State is the owner of all State-specific data under the Contract. The State may use the data provided by the Contractor for any purpose. The State will not possess or assert any lien or other right against the Contractor’s data. Without limiting the generality of this Section, the State may use personally identifiable information only as strictly necessary to utilize the Services and must disclose the information only to its employees who have a strict need to know the information, except as provided by law. The State must comply at all times with all laws and regulations applicable to the personally identifiable information. Other material developed and provided to the State remains the State’s sole and exclusive property.

2.264 OWNERSHIP OF MATERIALS

The State and the Contractor will continue to own their respective proprietary technologies developed before entering into the Contract. Any hardware bought through the Contractor by the State, and paid for by the State, will be owned by the State. Any software licensed through the Contractor and sold to the State, will be licensed directly to the State.


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2.270 State Standards

2.271 EXISTING TECHNOLOGY STANDARDS

The Contractor will adhere to all existing standards as described within the comprehensive listing of the State’s existing technology standards at http://www.michigan.gov/dit.

2.272 ACCEPTABLE USE POLICY

To the extent that Contractor has access to the State computer system, Contractor must comply with the State’s Acceptable Use Policy, see http://www.michigan.gov/ditservice. All Contractor employees must be required, in writing, to agree to the State’s Acceptable Use Policy before accessing the State system. The State reserves the right to terminate Contractor’s access to the State system if a violation occurs.

2.273 SYSTEMS CHANGES

Contractor is not responsible for and not authorized to make changes to any State systems without written authorization from the Project Manager. Any changes Contractor makes to State systems with the State’s approval must be done according to applicable State procedures, including security, access and configuration management procedures.

2.280 Extended Purchasing



2.290 Environmental Provision

2.291 ENVIRONMENTAL PROVISION

Energy Efficiency Purchasing Policy: The State seeks wherever possible to purchase energy efficient products. This includes giving preference to U.S. Environmental Protection Agency (EPA) certified ‘Energy Star’ products for any category of products for which EPA has established Energy Star certification. For other purchases, the State may include energy efficiency as one of the priority factors to consider when choosing among comparable products.

Environmental Purchasing Policy: The State of Michigan is committed to encouraging the use of products and services that impact the environment less than competing products. The State is accomplishing this by including environmental considerations in purchasing decisions, while remaining fiscally responsible, to promote practices that improve worker health, conserve natural resources, and prevent pollution. Environmental components that are to be considered include: recycled content and recyclables; energy efficiency; and the presence of undesirable materials in the products, especially those toxic chemicals which are persistent and bioaccumulative. The Contractor should be able to supply products containing recycled and environmentally preferable materials that meet performance requirements and is encouraged to offer such products throughout the duration of this Contract. Information on any relevant third party certification (such as Green Seal, Energy Star, etc.) should also be provided.

Hazardous Materials: For the purposes of this Section, “Hazardous Materials” is a generic term used to describe asbestos, ACBMs, PCBs, petroleum products, construction materials including paint thinners, solvents, gasoline, oil, and any other material the manufacture, use, treatment, storage, transportation or disposal of which is regulated by the federal, state or local laws governing the protection of the public health, natural resources or the environment. This includes, but is not limited to, materials the as batteries and circuit packs, and other materials that are regulated as (1) “Hazardous Materials” under the Hazardous Materials Transportation Act, (2) “chemical hazards” under the Occupational Safety and Health Administration standards, (3) “chemical substances or mixtures” under the Toxic Substances Control Act, (4) “pesticides” under the Federal Insecticide Fungicide and Rodenticide Act, and (5) “hazardous wastes” as defined or listed under the Resource Conservation and Recovery Act.


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(a) The Contractor shall use, handle, store, dispose of, process, transport and transfer any material considered a Hazardous Material according to all federal, State and local laws. The State shall provide a safe and suitable environment for performance of Contractor’s Work. Before the commencement of Work, the State shall advise the Contractor of the presence at the work site of any Hazardous Material to the extent that the State is aware of the Hazardous Material. If the Contractor encounters material reasonably believed to be a Hazardous Material and which may present a substantial danger, the Contractor shall immediately stop all affected Work, notify the State in writing about the conditions encountered, and take appropriate health and safety precautions.

(b) Upon receipt of a written notice, the State will investigate the conditions. If (a) the material is a Hazardous Material that may present a substantial danger, and (b) the Hazardous Material was not brought to the site by the Contractor, or does not result in whole or in part from any violation by the Contractor of any laws covering the use, handling, storage, disposal of, processing, transport and transfer of Hazardous Materials, the State shall order a suspension of Work in writing. The State shall proceed to have the Hazardous Material removed or rendered harmless. In the alternative, the State shall terminate the affected Work for the State’s convenience.

(c) Once the Hazardous Material has been removed or rendered harmless by the State, the Contractor shall resume Work as directed in writing by the State. Any determination by the Michigan Department of Community Health or the Michigan Department of Environmental Quality that the Hazardous Material has either been removed or rendered harmless is binding upon the State and Contractor for the purposes of resuming the Work. If any incident with Hazardous Material results in delay not reasonable anticipatable under the circumstances and which is attributable to the State, the applicable SLAs for the affected Work will not be counted in a time as mutually agreed by the parties.

(d) If the Hazardous Material was brought to the site by the Contractor, or results in whole or in part from any violation by the Contractor of any laws covering the use, handling, storage, disposal of, processing, transport and transfer of Hazardous Material, or from any other act or omission within the control of the Contractor, the Contractor shall bear its proportionate share of the delay and costs involved in cleaning up the site and removing and rendering harmless the Hazardous Material according to Applicable Laws to the condition approved by applicable regulatory agency(ies).

Labeling: Michigan has a Consumer Products Rule pertaining to labeling of certain products containing volatile organic compounds. For specific details visit http://www.michigan.gov/deq/0,1607,7-135-3310_4108-173523--,00.html

Refrigeration and Air Conditioning: The Contractor shall comply with the applicable requirements of Sections 608 and 609 of the Clean Air Act (42 U.S.C. 7671g and 7671h) as each or both apply to this contract.

Environmental Performance: Waste Reduction Program - Contractor shall establish a program to promote cost-effective waste reduction in all operations and facilities covered by this contract. The Contractor's programs shall comply with applicable Federal, State, and local requirements, specifically including Section 6002 of the Resource Conservation and Recovery Act (42 U.S.C. 6962, et seq.).

2.300 Deliverables

2.301 SOFTWARE

A list of the items of software the State is required to purchase for executing the Contract is attached in Article 1. The list includes all software required to complete the Contract and make the Deliverables operable; if any additional software is required in order for the Deliverables to meet the requirements of this Contract, such software shall be provided to the State by Contractor at no additional charge (except where agreed upon and specified in a Statement of Work or Contract Change Notice). The attachment also identifies certain items of software to be provided by the State.


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2.310 Software Warranties

2.311 PERFORMANCE WARRANTY

The Contractor represents and warrants that Deliverables, after Final Acceptance, will perform and operate in compliance with the requirements and other standards of performance contained in this Contract (including all descriptions, specifications and drawings made a part of the Contract) for a period of (90) ninety days. In the event of a breach of this warranty, Contractor will promptly correct the affected Deliverable(s) at no charge to the State.

2.312 NO SURREPTITIOUS CODE WARRANTY

The Contractor represents and warrants that no copy of licensed Software provided to the State contains or will contain any Self-Help Code or any Unauthorized Code as defined below. This warranty is referred to in this Contract as the “No Surreptitious Code Warranty.”

As used in this Contract, “Self-Help Code” means any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of a person other than the licensee of the software. Self-Help Code does not include Software routines in a computer program, if any, designed to permit an owner of the computer program (or other person acting by authority of the owner) to obtain access to a licensee’s computer system(s) (e.g. remote access via modem) for purposes of maintenance or technical support.

As used in this Contract, “Unauthorized Code” means any virus, Trojan horse, spyware, worm or other Software routines or components designed to permit unauthorized access to disable, erase, or otherwise harm software, equipment, or data; or to perform any other such actions. The term Unauthorized Code does not include Self-Help Code. Unauthorized Code does not include Software routines in a computer program, if any, designed to permit an owner of the computer program (or other person acting by authority of the owner) to obtain access to a licensee’s computer system(s) (e.g. remote access via modem) for purposes of maintenance or technical support.

In addition, Contractor will use up-to-date commercial virus detection software to detect and remove any viruses from any software prior to delivering it to the State.

2.313 CALENDAR WARRANTY

The Contractor represents and warrants that all software for which the Contractor either sells or licenses to the State of Michigan and used by the State prior to, during or after the calendar year 2000, includes or shall include, at no added cost to the State, design and performance so the State shall not experience software abnormality and/or the generation of incorrect results from the software, due to date oriented processing, in the operation of the business of the State of Michigan.

The software design, to insure calendar year rollover compatibility, shall include, but is not limited to: data structures (databases, data files, etc.) that provide 4-digit date century; stored data that contain date century recognition, including, but not limited to, data stored in databases and hardware device internal system dates; calculations and program logic (e.g., sort algorithms, calendar generation, event recognition, and all processing actions that use or produce date values) that accommodates same century and multi-century formulas and date values; interfaces that supply data to and receive data from other systems or organizations that prevent non-compliant dates and data from entering any State system; user interfaces (i.e., screens, reports, etc.) that accurately show 4 digit years; and assurance that the year 2000 shall be correctly treated as a leap year within all calculation and calendar logic.


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2.314 THIRD-PARTY SOFTWARE WARRANTY

The Contractor represents and warrants that it will disclose the use or incorporation of any third-party software into the Deliverables. At the time of Delivery, the Contractor shall provide in writing the name and use of any Third-party Software, including information regarding the Contractor’s authorization to include and utilize such software. The notice shall include a copy of any ownership agreement or license that authorizes the Contractor to use the Third-party Software.

2.315 PHYSICAL MEDIA WARRANTY

Contractor represents and warrants that each licensed copy of the Software provided by the Contractor is free from physical defects in the media that tangibly embodies the copy. This warranty does not apply to defects discovered more than (30) thirty days after that date of Final Acceptance of the Software by the State. This warranty does not apply to defects arising from acts of Excusable Failure. If the Contractor breaches this warranty, then the State shall be entitled to replacement of the non-compliant copy by Contractor, at Contractor’s expense (including shipping and handling).

2.320 Software Licensing




2.324 LICENSE RETAINED BY CONTRACTOR

Contractor grants to the State a non-exclusive, royalty-free, site-wide, irrevocable, transferable license to use the Software and related documentation according to the terms and conditions of this Contract. For the purposes of this license, “site-wide” includes any State of Michigan office regardless of its physical location.

The State may modify the Software and may combine such with other programs or materials to form a derivative work. The State will own and hold all copyright, trademarks, patent and other intellectual property rights in any derivative work, excluding any rights or interest in Software other than those granted in this Contract.

The State may copy each item of Software to multiple hard drives or networks unless otherwise agreed by the parties.

The State will make and maintain no more than one archival copy of each item of Software, and each copy will contain all legends and notices and will be subject to the same conditions and restrictions as the original. The State may also make copies of the Software in the course of routine backups of hard drive(s) for the purpose of recovery of hard drive contents.

In the event that the Contractor shall, for any reason, cease to conduct business, or cease to support the Software, the State shall have the right to convert these licenses into perpetual licenses, with rights of quiet enjoyment, but subject to payment obligations not to exceed the then current rates.

2.325 PRE-EXISTING MATERIALS FOR CUSTOM SOFTWARE DELIVERABLES

Neither Contractor nor any of its Subcontractors shall incorporate any preexisting materials (including Standard Software) into Custom Software Deliverables or use any pre-existing materials to produce Custom Software Deliverables if such pre-existing materials will be needed by the State in order to use the Custom Software Deliverables unless (i) such pre-existing materials and their owners are identified to the State in writing and (ii) such pre-existing materials are either readily commercially available products for which Contractor or its Subcontractor, as the case may be, has obtained a license (in form and substance approved by the State) in the name of the State, or are materials that Contractor or its Subcontractor, as the case may be, has the right


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to license to the State and has licensed to the State on terms and conditions approved by the State prior to using such pre-existing materials to perform the Services.

2.330 Source Code Escrow

2.331 DEFINITION

“Source Code Escrow Package” shall mean: (a) A complete copy in machine-readable form of the source code and executable code of the Licensed

Software, including any updates or new releases of the product; (b) A complete copy of any existing design documentation and user documentation, including any updates or

revisions; and/or (c) Complete instructions for compiling and linking every part of the source code into executable code for

purposes of enabling verification of the completeness of the source code as provided below. Such instructions shall include precise identification of all compilers, library packages, and linkers used to generate executable code.

2.332 DELIVERY OF SOURCE CODE INTO ESCROW

Contractor shall deliver a Source Code Escrow Package to the Escrow Agent, pursuant to the Escrow Contract, which shall be entered into on commercially reasonable terms subject to the provisions of this Contract within (30) thirty days of the execution of this Contract.

2.333 DELIVERY OF NEW SOURCE CODE INTO ESCROW

If at any time during the term of this Contract, the Contractor provides a maintenance release or upgrade version of the Licensed Software, Contractor shall within ten (10) days deposit with the Escrow Agent, in accordance with the Escrow Contract, a Source Code Escrow Package for the maintenance release or upgrade version, and provide the State with notice of the delivery.

2.334 VERIFICATION

The State reserves the right at any time, but not more than once a year, either itself or through a third party contractor, upon thirty (30) days written notice, to seek verification of the Source Code Escrow Package.

2.335 ESCROW FEES

The Contractor will pay all fees and expenses charged by the Escrow Agent.

2.336 RELEASE EVENTS

The Source Code Escrow Package may be released from escrow to the State, temporarily or permanently, upon the occurrence of one or more of the following: (a) The Contractor becomes insolvent, makes a general assignment for the benefit of creditors, files a

voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under bankruptcy or insolvency law, whether domestic or foreign;

(b) The Contractor has wound up or liquidated its business voluntarily or otherwise and the State has reason to believe that such events will cause the Contractor to fail to meet its warranties and maintenance obligations in the foreseeable future;

(c) The Contractor voluntarily or otherwise discontinues support of the provided products or fails to support the products in accordance with its maintenance obligations and warranties.

2.337 RELEASE EVENT PROCEDURES

If the State desires to obtain the Source Code Escrow Package from the Escrow Agent upon the occurrence of an Event in this Section, then: (a) The State shall comply with all procedures in the Escrow Contract; (b) The State shall maintain all materials and information comprising the Source Code Escrow Package in

confidence in accordance with this Contract;


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(c) If the release is a temporary one, then the State shall promptly return all released materials to Contractor when the circumstances leading to the release are no longer in effect.

2.338 LICENSE

Upon release from the Escrow Agent pursuant to an event described in this Section, the Contractor automatically grants the State a non-exclusive, irrevocable license to use, reproduce, modify, maintain, support, update, have made, and create Derivative Works. Further, the State shall have the right to use the Source Code Escrow Package in order to maintain and support the Licensed Software so that it can be used by the State as set forth in this Contract.

2.339 DERIVATIVE WORKS

Any Derivative Works to the source code released from escrow that are made by or on behalf of the State shall be the sole property of the State. The State acknowledges that its ownership rights are limited solely to the Derivative Works and do not include any ownership rights in the underlying source code.


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Glossary Days Means calendar days unless otherwise specified.

24x7x365 Means 24 hours a day, seven days a week, and 365 days a year (including the 366th day in a leap year).

Additional Service Means any Services/Deliverables within the scope of the Contract, but not specifically provided under any Statement of Work, that once added will result in the need to provide the Contractor with additional consideration.

Audit Period See Section 2.110

Business Day Whether capitalized or not, shall mean any day other than a Saturday, Sunday or State-recognized legal holiday (as identified in the Collective Bargaining Agreement for State employees) from 8:00am EST through 5:00pm EST unless otherwise stated.

Blanket Purchase Order

An alternate term for Contract as used in the States computer system.

Business Critical Any function identified in any Statement of Work as Business Critical. Chronic Failure Defined in any applicable Service Level Agreements. Deliverable Physical goods and/or commodities as required or identified by a Statement of Work DTMB Michigan Department of Technology, Management and Budget

Environmentally preferable products

A product or service that has a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose. Such products or services may include, but are not limited to, those that contain recycled content, minimize waste, conserve energy or water, and reduce the amount of toxics either disposed of or consumed.

Excusable Failure See Section 2.244.

Hazardous material Any material defined as hazardous under the latest version of federal Emergency Planning and Community Right-to-Know Act of 1986 (including revisions adopted during the term of the Contract).

Incident Any interruption in Services.

ITB A generic term used to describe an Invitation to Bid. The ITB serves as the document for transmitting the RFP to potential bidders

Key Personnel Any Personnel designated in Article 1 as Key Personnel.

New Work Any Services/Deliverables outside the scope of the Contract and not specifically provided under any Statement of Work, that once added will result in the need to provide the Contractor with additional consideration.

Ozone-depleting substance

Any substance the Environmental Protection Agency designates in 40 CFR part 82 as: (1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or (2) Class II, including, but not limited to, hydro chlorofluorocarbons

Post-Consumer Waste

Any product generated by a business or consumer which has served its intended end use, and which has been separated or diverted from solid waste for the purpose of recycling into a usable commodity or product, and which does not include post-industrial waste.

Post-Industrial Waste

Industrial by-products that would otherwise go to disposal and wastes generated after completion of a manufacturing process, but do not include internally generated scrap commonly returned to industrial or manufacturing processes.

Recycling

The series of activities by which materials that are no longer useful to the generator are collected, sorted, processed, and converted into raw materials and used in the production of new products. This definition excludes the use of these materials as a fuel substitute or for energy production.

Deleted – Not Applicable

Section is not applicable or included in this RFP. This is used as a placeholder to maintain consistent numbering.

Reuse Using a product or component of municipal solid waste in its original form more than once.


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RFP Request for Proposal designed to solicit proposals for services Services Any function performed for the benefit of the State.

Source reduction Any practice that reduces the amount of any hazardous substance, pollutant, or contaminant entering any waste stream or otherwise released into the environment prior to recycling, energy recovery, treatment, or disposal.

State Location Any physical location where the State performs work. State Location may include state-owned, leased, or rented space.

Subcontractor A company Contractor delegates performance of a portion of the Services to, but does not include independent contractors engaged by Contractor solely in a staff augmentation role.

Unauthorized Removal

Contractor’s removal of Key Personnel without the prior written consent of the State.

Waste prevention Source reduction and reuse, but not recycling.

Waste reduction and Pollution prevention

The practice of minimizing the generation of waste at the source and, when wastes cannot be prevented, utilizing environmentally sound on-site or off-site reuse and recycling. The term includes equipment or technology modifications, process or procedure modifications, product reformulation or redesign, and raw material substitutions. Waste treatment, control, management, and disposal are not considered pollution prevention, per the definitions under Part 143, Waste Minimization, of the Natural Resources and Environmental Protection Act (NREPA), 1994 PA 451, as amended.

Work in Progress A Deliverable that has been partially prepared, but has not been presented to the State for Approval.

Work Product Refers to any data compilations, reports, and other media, materials, or other objects or works of authorship created or produced by the Contractor as a result of an in furtherance of performing the services required by this Contract.

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