07 4253 CERNER-AMENDMENT 7-MIPACS HOSTING-12.4.2020.pdf

Wisconsin Department of Corrections

OPT-0265155_Q-35912.1

December 4, 2020

Cerner Confidential Information © Cerner Corporation. All rights reserved. This document contains confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner.

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AMENDED AND RESTATED

AMENDMENT NO. 7

THIS AMENDED AND RESTATED AMENDMENT No. 7 to the Cerner Business Agreement (the “Agreement”) dated June 28, 2016 between Cerner Corporation ("Cerner"), a Delaware corporation with its principal place of business at 2800 Rockcreek Parkway, Kansas City, Missouri, 64117 and Wisconsin Department of Corrections ("Client"), a Wisconsin corporation having its principal place of business at 3099 E Washington Ave PO Box 7925, Madison, WI, 53707-7925, is effective as of December 04, 2020 ("Amendment No. 7 Effective Date").

WITNESSETH:

WHEREAS, the parties hereto wish to amend the Agreement, specifically Cerner System Schedule No. 1, dated June 28, 2016 (“Schedule No. 1”), in certain respects, NOW, THEREFORE, in consideration of the premises, the parties hereto do hereby covenant and agree as follows:

1. Beginning January 1, 2021, the parties agree that the line item set forth below shall be added to Cerner System Schedule No. 1.

MANAGED SERVICES

Manufacturer Part No. Solution Detail Description Scope of Use

Metric Qty.

Term (Mo.)

Monthly Range Monthly Fees

CW-RHO-NC-RECUR RHO Recurring Fee-Non Cerner Solutions Each 1 42 1-42 4,800

2. In consideration of section 1, Client and Cerner agree to update the payment table in Attachment E, by replacing the payment lines starting with April 1, 2021 and continuing through the renewals with the following:

Payment Dates Amount Due:

4/1/2021 $880,098.20

10/1/2021 $880,098.20

4/1/2022 $880,098.20

10/1/2022 $880,098.20

4/1/2023 $880,098.20

10/1/2023 $880,098.20

4/1/2024 $880,098.20

Renewals Annual Additional Years renewal $1,760,196.40

DocuSign Envelope ID: 2A3B2382-2875-417B-ACA5-44BD0DA668EA

December 4, 2020

Cerner Confidential Information © Cerner Corporation. All rights reserved. This document contains confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner.

3. In consideration of section 1, Client and Cerner agree to delete the Renewal Table found in Attachment E of Schedule No. 1, in its entirety, and replace it with the following:

Contract Element Monthly Amount Renewal Month*

Licensed Software Support $17,112 97 Application Service Provider, Shared Computing Services & Subscriptions $11,351 97

Extended & Sublicensed Software Maintenance $18,093 97

Managed Services $100,127 97 *For purposes of clarity, the renewal month in the table above is representing the total term of Schedule 1, which includes the extended term in Amendment No. 4.

4. The parties agree that the following scope attached hereto as Exhibit A shall be added to Schedule No. 1.

5. Cerner and Client agree to modify the term of Schedule No. 1 from June 31, 2024 to June 30, 2024.

6. Cerner and Client agree hereby agree to delete Section 3, entitled Project Schedule, from the scope of work in Amendment No. 5, and replace it with the following:

3. PROJECT SCHEDULE

The commencement date for this SOW will begin upon the Effective Date of the Contract for Services between Wisconsin Department of Corrections and Cerner Corporation and accompanying exhibits. This SOW will be completed on 12/31/2020.

7. In all other respects, the Cerner System Schedule(s) and the Agreement of which they are a part remain unchanged

IN WITNESS WHEREOF, the parties hereto do hereby execute this Amendment No. 7 as of the Amendment No. 7

Effective Date

WISCONSIN DEPARTMENT OF CORRECTIONS CERNER CORPORATION

Authorized signatory:

Authorized signatory:

(signature)

Teresa Waller

Title:

(printed name)

Title: Sr. Director, Contract Management

Kevin A. Carr

Secretary

December 4, 2020

Cerner Confidential Information © Cerner Corporation. All rights reserved. This document contains confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner.

EXHIBIT A

REMOTE HOSTING OPTION (RHO) SERVICES

SCOPE OF USE LIMITS

Non-Cerner Applications. The managed services fees set forth in the “Solutions and Services” section of this Ordering Document are based on the following scope of use limits, and apply only to RHO services for the non-Cerner application(s) set forth below:

Scope of Use Metric Scope of Use Limit Non-Cerner Applications to be Hosted

MiPacs

OTHER SCOPE LIMITS

MiPacs

Production Server Configuration:

• Mipacs DB Server (2C/8GB) (SQL Standard)

• Mipacs App Server (2C/8GB) (Windows)

• Mipacs Web Server (4C/12GB) (Windows)

• Citrix server capacity for up to 40 Concurrent Users

Non-Production Server Configuration:

• (1) Mipacs DB Server (2C/8GB) (SQL Standard)

• (1) Mipacs App Server (2C/8GB) (Windows)

• (1) Mipacs Web Server (4C/12GB) (Windows)

Storage:

• (5) Terabytes total storage (Combined Production and Non-Production)

Other Assumptions:

• RHO Services Fees include Operating System and MS SQL Standard Database Licensing.

• Hosting services will be provided using VM's, unless the application technical or resource requirements necessitate use of a physical server.

• RHO services fees do not include Licensed Software, Sublicensed Software, Licensed Software Support or maintenance related to the non-Cerner applications.

• Client will perform application maintenance duties as recommended by non-Cerner application provider (e.g.

application access, create/maintain batch queues, data/file purging, custom forms/menus, custom tables/objects, refresh/replication items, etc.), if applicable. Cerner will assist with system level items if required.

• Client is responsible for purchasing or providing application related services for implementation, system/data migrations, release upgrades or updates, consulting services or support. Cerner will provide basic assistance with initial installation or migration of the application to Cerner (e.g., load media, etc.).

• RHO fees include installation and technical support for up to 1 major application release upgrade every 3 years during the Term of the agreement.

• Client will manage and monitor interfaces between application and other systems; including cycling systems (as needed), modifications of interfaces and connectivity to and from non-Cerner hosted applications (as needed).

• Future modifications to the technical requirements from the non-Cerner application provider (e.g., hardware platform, storage, network, database, tools, etc.), may result in additional hosting fees.

December 4, 2020

Cerner Confidential Information © Cerner Corporation. All rights reserved. This document contains confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner.

REMOTE HOSTING OPTION (RHO) SERVICES

General Assumptions In addition to the items set forth below, the basic roles and responsibilities of Cerner and Client for the hosting of non-Cerner applications will be the same as set forth in the Ordering Document originally executed between the parties for RHO services.

Cerner provides the Layered Software needed to deliver core RHO services (e.g., OS, middleware etc.).

Managed services fees do not include Licensed Software, Sublicensed Software, Licensed Software Support, or Maintenance related to the non-Cerner applications.

Client will perform application maintenance duties as recommended by non-Cerner application provider (e.g. application access, create/maintain batch queues, data/file purging, custom forms/menus, custom tables/objects, refresh/replication items, etc.), if applicable. Cerner will assist with system level items if required.

Client is responsible for purchasing or providing application related services for implementation, system/data migrations, release upgrades or updates, consulting services or support. Cerner will provide basic assistance with initial installation or migration of the application to Cerner (e.g., load media, etc.).

RHO services fees include installation and technical support for up to 1 major application release upgrade every 3 years during the Term of the agreement, unless otherwise noted.

Future modifications to the technical requirements from the non-Cerner application provider (e.g., hardware platform, storage, network, database, tools, etc.), may result in additional hosting fees.

Client will manage and monitor interfaces between application and other systems; including cycling systems (as needed), modifications of interfaces and connectivity to and from non-Cerner hosted applications (as needed). Interfaces shall connect between Client network (LAN/WAN) into the Cerner provisioned WAN circuit(s) or via a secured internet connection.

Client will transfer non-Cerner application provider technical support entitlements to Cerner, if possible. Client will also engage application provider to assist with application/database management activities and issue resolution if support entitlements cannot be transferred and application provider does not permit Cerner to perform such activities.

Client will allow Cerner to perform a security risk audit on non-Cerner applications hosted in the CTC. Client will also work with application provider to address and resolve any security vulnerabilities pertaining to non-Cerner applications hosted in the CTC. In the event Cerner identifies that a non-Cerner application poses a security risk to Cerner’s data center, Cerner may suspend or limit use of such application. If security vulnerability is unable to be mitigated within a reasonable timeframe, Cerner will work with Client to identify an alternative hosting arrangement and RHO fees will be adjusted if applicable.

Client will obtain necessary consent from third party suppliers for Cerner to provide hosting services for non-Cerner applications.

December 4, 2020

Cerner Confidential Information © Cerner Corporation. All rights reserved. This document contains confidential and/or proprietary information belonging to Cerner Corporation and/or its related affiliates which may not be reproduced or transmitted in any form or by any means without the express written consent of Cerner.

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