180000000799.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Financial Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30023, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 9 to

Contract Number MA180000000799

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Asset Works Inc

998 Old Eagle School Road Suite 1215

Wayne PA 19087

John Comption

847-875-6754 john.compton@assetworks.com

CV0066984

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Pr og ra m

M an ag er

Various DTMB

C on tr ac t Ad m in is tr at or Christopher Martin DTMB martinc20@michigan.gov

CONTRACT SUMMARY

VTS-M5 Upgrade

INITIAL EFFECTIVE DATE

June 7, 2018

INITIAL EXPIRATION DATE

June 6, 2023

INITIAL AVAILABLE OPTIONS

2 - 2 Years

EXPIRATION DATE BEFORE

July 31, 2026

PAYMENT TERMS

NET 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

0 Months

EXTENSION LENGTH OF EXTENSION

2 Years

REVISED EXP. DATE

July 30, 2028

CURRENT VALUE

$1,861,510.01

VALUE OF CHANGE NOTICE

$514,003.56

ESTIMATED AGGREGATE CONTRACT VALUE

$2,375,513.57

DESCRIPTION

Effective 7/21/2026, this Contract is extended for two years with the option of an additional year, and is increased by $514,003.56. The revised contract expiration date is 7/31/2028.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on 7/21/2026.

CHANGE NOTICE NO. 9 TO CONTRACT NO. MA180000000799

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB Jamie Mathews 517-636-0829 mathewsj@michigan.gov

DTMB Jibu John JohnJ@michigan.gov

1001 Old Cassatt Road │ Suite 204 │ Berwyn PA 19312 2 Year Term +1 option Year

Tel (484) 588-5515 Fax (610) 971-9447

TO: State of Michigan Department of Management

FROM: AssetWorks Inc.

DATE:

Prices valid through July 31, 2029

Annual Software Maintenance and Support for period 8/1/2026 - 7/31/2027

FleetFocus M5 for up to 11,500 active units

Added 1,000 LIC year 4 maintenance 149,760.38$

Includes product updates and enhancements, unlimited email and telephone support for 12 months 11,693.18$

Year 1 Subtotal 161,453.56$

Annual Software Maintenance and Support for period 8/1/2027 - 7/31/2028

FleetFocus M5 for up to 12,500 active units

Includes product updates and enhancements, unlimited email and telephone support for 12 months 171,140.77$

Year 2 Subtotal 171,140.77$

Annual Software Maintenance and Support for period 8/1/2028 - 7/31/2029

FleetFocus M5 for up to 12,500 active units

Includes product updates and enhancements, unlimited email and telephone support for 12 months 181,409.22$

Year 3 Subtotal 181,409.22$

For Visa, MasterCard, and American Express payments, add 4%:

REMIT TO: Sales Tax: 0.0000% -$

CHECKS All software updates are electronically delivered

AssetWorks Inc.

PO Box 202525 3 YEAR BUDGETARY TOTAL, $ US 514,003.56$

Dallas TX 75320-2525

EFT, ACH, OR DIRECT DEPOSIT

Wells Fargo, 8601 N. Scottsdale Rd., Scottsdale AZ 85253 US Tax ID # 46-0521049

ABA # 122105278 Canada GST/HST # 834113896 RT0001

Account # 5076434348

Terms

SOLE SOURCE

→ If you have any questions, please contact Alexis Scheifley at Alexis.Scheifley@AssetWorks.com. Page 1 of 2 ←

RENEWAL STATEMENT

July 2, 2026

If you require a separate invoice , complete this form and return it by email or fax; AssetWorks will issue an invoice as you instruct below. If your organization requires us to reference a purchase order number on our invoice , we must receive that PO by email to

Alexis.Scheifley@AssetWorks.com or by fax to (610) 971-9447. Do not mail POs to our remittance address .

Unless there is a signed agreement between the parties, this maintenance renewal is subject to the terms and conditions of the AssetWorks

Master Service Agreement found at http://www.assetworks.com/TC-Fleet/. The parties will continue to be bound by those terms during any renewal period unless otherwise agreed by both parties through a signed amendment. Notification of termination of maintenance is required

90 days prior to annual renewal date.

FleetFocus is proprietary property of AssetWorks Inc. and protected by law. Another party cannot alter, modify, change, manipulate or provide maintenance for this product without infringing upon AssetWorks' ownership rights. Accordingly, AssetWorks is the sole source for software, maintenance and services of its products.

Including modules: Ad Hoc Reporting, Crystal Reports with 5 concurrent access licenses and 1 report writer, Customer Access, Driver Management, KPI/Dashboards, MAXQueue Integration, Performance Measures and

Monitors, Screen Designer, Shop Activity, MobileFocus Enterprise, and Billing Code Enhancement

Including modules: Ad Hoc Reporting, Crystal Reports with 5 concurrent access licenses and 1 report writer, Customer Access, Driver Management, KPI/Dashboards, MAXQueue Integration, Performance Measures and

Monitors, Screen Designer, Shop Activity, MobileFocus Enterprise, and Billing Code Enhancement

Including modules: Ad Hoc Reporting, Crystal Reports with 5 concurrent access licenses and 1 report writer, Customer Access, Driver Management, KPI/Dashboards, MAXQueue Integration, Performance Measures and

Monitors, Screen Designer, Shop Activity, MobileFocus Enterprise, and Billing Code Enhancement https://ourvolaris-my.sharepoint.com/personal/alexis_scheifley_assetworks_com/Documents/Desktop/MI DOM M5 Maint Renewal Aug 2026_3yr_Rev1 Confidential Information

1001 Old Cassatt Road │ Suite 204 │ Berwyn PA 19312 2 Year Term +1 option Year

Tel (484) 588-5515 Fax (610) 971-9447

TO: State of Michigan Department of Management

FROM: AssetWorks Inc.

DATE:

Prices valid through July 31, 2029

RENEWAL STATEMENT

July 2, 2026

I, the undersigned, accept this maintenance renewal as described above.

Name: Title:

Signature: Date:

[ X ] PO REQUIRED: #____to be issued______________________ [ ] NO PO REQUIRED

→ If you have any questions, please contact Alexis Scheifley at Alexis.Scheifley@AssetWorks.com. Page 2 of 2 ←

[ ] Please MAIL invoice to: _____________________________________________________________________________________

[ X] Please E-MAIL invoice to: ___DTMB-Accounts-Payable: DTMB-Accounts-Payable@michigan.gov_________________________

[ ] NO SEPARATE INVOICE

NEEDED

https://ourvolaris-my.sharepoint.com/personal/alexis_scheifley_assetworks_com/Documents/Desktop/MI DOM M5 Maint Renewal Aug 2026_3yr_Rev1 Confidential Information

Department of Technology, Management, & Budget 320 S Walnut Street Lansing, MI 48933 P.O. Box 30023, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

VTS-M5 Upgrade

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

June 7, 2018 June 6, 2023 2 Months June 6, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

998 Old Eagle School Road Suite 1215

Wayne PA 19087

John Comption

847-875-6754 john.compton@assetworks.com

CV0066984

Asset Works, LLC

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517-636-0829 mathewsj@michigan.gov

Christopher Martin DTMB

Jamie Matthews DTMB martinc20@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANET 45

Change Notice Number 8

Contract Number MA180000000799 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Months 1 Year July 31, 2026

$1,720,535.33 $152,314.68 $1,872,850.01

DESCRIPTION

Effective 7/29/2025, this Contract is extended 12 months, and is increased by $152,314.68. The revised contract expiration date is 7/31/2026.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Financial Services approval, DTMB Central Procurement Services approval, and State Administrative Board approval on 7/15/2025.

CONTRACT CHANGE NOTICE

Change Notice Number 7 .

to Contract Number 180000000799.

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AssetWorks Inc.

ST

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Pr og ra m

M an ag er Jamie Mathews DTMB

998 Old Eagle School Road, Suite 1215 517-636-0829

Wayne, PA 19087 mathewsj@michigan.gov

John Comption

C on tra ct

Ad in is tra to r Christopher Martin DTMB

847-875-6754 john.compton@assetworks.com martinc20@michigan.gov

CV0066984

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, & Budget 320 S. Walnut St.

PO Box 30023 Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: Contract to upgrade the FleetFocus M4 application currently in use by the Department of Technology, Management and Budget, Vehicle and Travel Services to FleetFocus M5.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

6/7/2018 6/6/2023 2, 1-year 6/6/2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☒ 1 Year ☐ 6/6/2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,544,465.45 $176,069.88 $1,720,535.33 Effective 5/21/2024, the State is adding 1000 additional licenses including maintenance and support for $35,700.00 per the attached order form. The State is also exercising Option Year 1 of maintenance and support for $140,369.88 per the attached maintenance renewal statement. The Contract is increased by $176,069.88. The revised contract expiration date is 6/6/2025.

Please note the Contract Administrator has been changed to Christopher Martin

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, DTMB Financial Services approval, and State Administrative Board approval on 5/21/2024.

CHANGE NOTICE NO. 4 TO CONTRACT NO. 200000000148

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

AssetWORKS MAINTENANCE RENEWAL STATEMENT

998 Old Eagle School Road I Suite 1215 I Wayne PA 19087-1805

Tel (484) 588-5515 Fax (61 0) 971-9447

Number 8105 M5 MNT24 Year7

TO:

FROM:

DATE:

RE:

State of Michigan Department of Management AssetWorks Inc.

March 11, 2024 FleetFocus M5 Maintenance and Support Renewal

Prices valid through July 31, 2025

Annual Software Maintenance and Support for period 8/112024 - 713112025 FleetFocus M5 for up to 11 ,500 active units

Including modules: Ad Hoc Reporting , Crystal Reports with 5 concurrent access licenses and 1 report writer, Customer Access , Driver Management, KPI/Dashboards, MAXQueue Integration , Performance Measures and Monitors, Screen Designer, Shop Activity, MobileFocus Enterprise, and Billing Code Enhancement

Added 1,000 LIC, year 2 maintenance pro-rated for period 1/11 /25 - 7/31/25 Includes product updates and enhancements, unlimited email and telephone support for 12 months

Subtotal, Current Maintenance, not including tax and options

OPTIONAL MAINTENANCE BUNDLES

AssetWorks Academy Users Conference Admission c=Jouantity@ $1 ,250.00/person

Management Review c=J Check here to receive a quote AssetWorks will perform onsite assessment relating maintenance practices to available system functiona lity to optimize organizational performance. This review will be scheduled at a mutually convenient time.

REMIT TO:

CHECKS

AssetWorks PO Box 202525 Dallas TX 75320-2525

EFT, ACH, OR DIRECT DEPOSIT

For Visa. MasterCard. and American Express payments. add 4%:

Sales Tax: 0.0000%

All software updates are electronically delivered

GRAND TOTAL DUE,$ US

134,555.60 5,814.28

140,369.88

W ells Fargo, 8601 N. Scottsdale Rd ., Scottsdale AZ 85253

ABA # 122105278

Account # 5076434348

US Tax ID# 46-0521049 Canada GSTIHST # 834113896 RT0001

AssetWorks Inc. is a subsidiary of Trapeze Software Group Inc.

If you require a separate invoice , complete this form and return it by email or fax; AssetWorks will issue an invoice as you instruct below. If your organization requires us to reference a purchase order number on our invoice , we must receive that PO by email to Alexis.Scheifley@AssetWorks.com or by fax to (610) 971-9447. Do not mail POs to our remittance address .

Terms

Unless there is a signed agreement between the parties, this maintenance renewal is subject to the terms and conditions of the AssetWorks Master Service Agreement found at http://www.assetworks.com/TC-Fleet/. The parties will continue to be bound by those terms during any renewal period unless otherwise agreed by both parties through a signed amendment. Notification of termination of maintenance is required 90 days prior to annual renewal date.

SOLE SOURCE

FleetFocus is proprietary property of AssetWorks Inc. and protected by law. Another party cannot alter, modify, change, manipulate or provide maintenance for this product without infringing upon AssetWorks' ownership rights . Accordingly, AssetWorks is the sole source for software, maintenance and services of its products.

I, the undersigned, accept this maintenance renewal as described above.

Name: Title: - ------------------- ------------------------ Signature: _ ___________________ Date: ______________________ _

[ ] PO REQUIRED:# ___________ _ [ ] NO PO REQUIRED

] NO SEPARATE INVOICE

NEEDED

] Please MAIL invoice to:--------------------------------------

] Please E-MAIL invoice to :-------------------------------------

➔ If you have any questions , please contact Alexis Scheifley at Alexis .Scheifley@AssetWorks.com. Thank You / ~

C:\Users\alexis .scheifley\Desktop\Ml DOM M5 Maint Renewal Aug 2024 Confidential Information

Revised 2/2019

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AssetWorks Inc 998 Old Eagle School Road, Suite 1215 Wayne, PA 19087 John Comption

(847) 875-6754

John.compton@assetworks.com

CV0066984

ag er

Jamie Mathews DTMB

517-636-0829 mathewsj@michigan.gov

C on in is tra to r Todd Huhn DTMB

Phone Number huhnt@michigan.gov

Change Notice Number 6

Contract Number 180000000799

CONTRACT SUMMARY

DESCRIPTION: Contract to upgrade the FleetFocus M4 application currently in use by the Department of Technology, Management and Budget, Vehicle and Travel Services to FleetFocus M5.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 7, 2018 June 6, 2023 2, 1-year June 6, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

1,521,785.45 11,340.00 1,533,125.45 DESCRIPTION: Effective with mutual signature, the value of this Contract is increased by $11,340.00 to correct a clerical error in the Estimated Aggregate Contract Value.

All other terms, conditions, specifications and pricing remain the same per contractor, Agency agreement, and DTMB Financial Services.

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management and Budget 320 S Walnut St. Lansing MI, 48933 mailto:John.compton@assetworks.com mailto:mathewsj@michigan.gov mailto:huhnt@michigan.gov

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AssetWorks Inc 998 Old Eagle School Road, Suite 1215 Wayne, PA 19087 John Comption

(847) 875-6754

John.compton@assetworks.com

CV0066984

ag er

Jamie Mathews DTMB

517-636-0829 mathewsj@michigan.gov

C on in is tra to r Todd Huhn DTMB

Phone Number huhnt@michigan.gov

Change Notice Number 5

CONTRACT SUMMARY

DESCRIPTION: Contract to upgrade the FleetFocus M4 application currently in use by the Department of Technology, Management and Budget, Vehicle and Travel Services to FleetFocus M5.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 7, 2018 June 6, 2023 2, 1-year June 6, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

1,391,148.95 130,636.50 1,521,785.45 DESCRIPTION: Effective with mutual signature, this value of this Contract is increased by $130,636.50 for annual maintenance renewal. Contractor name has been updated to Assetworks Inc and the State is updating the Contract Administrator to Todd Huhn.

All other terms, conditions, specifications and pricing remain the same. Per contractor, Agency agreement, DTMB Procurement and Ad Board approval on 09/28/2023.

Department of Technology, Management and Budget 320 S Walnut St. Lansing MI, 48933 mailto:John.compton@assetworks.com mailto:mathewsj@michigan.gov mailto:huhnt@michigan.gov

MAINTENANCE RENEWAL STATEMENT

998 Old Eagle School Road │ Suite 1215 │ Wayne PA 19087-1805 Number 8105 M5 MNT23 Tel (484) 588-5515 Fax (610) 971-9447 Year 6

TO: State of Michigan Department of Management

FROM: AssetWorks Inc.

DATE: May 12, 2023

RE: FleetFocus M5 Maintenance and Support Renewal Prices valid through July 31, 2024

Annual Software Maintenance and Support for period 8/1/2023 - 7/31/2024 FleetFocus M5 for up to 11,500 active units

Including modules: Ad Hoc Reporting, Crystal Reports with 5 concurrent access licenses and 1 report writer, Customer Access, Driver Management, KPI/Dashboards, MAXQueue Integration, Performance Measures and Monitors, Screen Designer, Shop Activity, MobileFocus Enterprise, and Billing Code Enhancement

$ 130,636.50 Includes product updates and enhancements, unlimited email and telephone support for 12 months

Subtotal, Current Maintenance, not includin g tax and options $ 130,636.50

OPTIONAL MAINTENANCE BUNDLES

AssetWorks Academy Users Conference Admission Quantity @ $1,250.00/person

Management Review Check here to receive a quote AssetWorks will perform onsite assessment relating maintenance practices to available system functionality to optimize organizational performance. This review will be scheduled at a mutually convenient time.

For Visa, MasterCard, and American Express payments, add 4%:

REMIT TO: Sales Tax: 0.0000% $ -

CHECKS All software updates are electronically delivered

AssetWorks

PO Box 202525 GRAND TOTA L DUE, $ US Dallas TX 75320-2525

EFT, ACH, OR DIRECT DEPOSIT

Wells Fargo, 8601 N. Scottsdale Rd., Scottsdale AZ 85253 US Tax ID # 46-0521049 ABA # 122105278 Can ada GST/HST # 834113896 RT0001 Account # 5076434348 AssetWorks Inc. is a subsi iary of Trapez e Software Group Inc.

If you require a separate invoice , complete this form and return it by email or fax; AssetWorks will issue an invoice as you instruct below. If your organization requires us to reference a purchase order number on our invoice , we must receive that PO by email to Alexis.Scheifley@AssetWorks.com or by fax to (610) 971-9447. Do not mail POs to our remittance address .

Terms

Unless there is a signed agreement between the parties, this maintenance renewal is subject to the terms and conditions of the AssetWorks Master Service Agreement found at http://www.assetworks.com/TC-Fleet/. The parties will continue to be bound by those terms during any renewal period unless otherwise agreed by both parties through a signed amendment. Notification of termination of maintenance is required 90 days prior to annual renewal date.

SOLE SOURCE

FleetFocus is proprietary property of AssetWorks Inc. and protected by law. Another party cannot alter, modify, change, manipulate or provide maintenance for this product without infringing upon AssetWorks' ownership rights. Accordingly, AssetWorks is the sole source for software, maintenance and services of its products.

I, the undersigned, accept this maintenance renewal as described above.

Name: Title:

Signature: Date:

[ ] PO REQUIRED: # [ ] NO PO REQUIRED

[ ] NO SE

PARATE INVOICE

NEEDED

[ ] Please MAIL invoice to:

[ ] Please E-MAIL invoice to:

→ If you have any questions, please contact Alexis Scheifley at Alexis.Scheifley@AssetWorks.com. Thank You! ←

Y:\Michigan DOM [M5]\Maintenance Renewals\MI DOM M5 Maint Aug 2023 Confidential Information mailto:Alexis.Scheifley@AssetWorks.com http://www.assetworks.com/TC-Fleet/ mailto:Alexis.Scheifley@AssetWorks.com

Change Notice Number 4 .

to Contract Number 180000000799.

C O

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A C

Asset Works, LLC

A

TE

Pr og ra m M an ag er

Jamie Mathews DTMB

998 Old Eagle School Road, Suite

517-636-0829

Wayne, PA 19087 mathewsj@michigan.gov

John Comption

C on tra ct

Ad m in is tra to r Jordan Sherlock DTMB

(847) 875-6754 Phone Number

John.compton@assetworks.com SherlockJ@michigan.gov

CV0066984

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management and Budget 320 S Walnut St. Lansing MI, 48933

CONTRACT SUMMARY

DESCRIPTION: Contract to upgrade the FleetFocus M4 application currently in use by the Department of Technology, Management and Budget, Vehicle and Travel Services to FleetFocus M5.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 7, 2018 June 6, 2023 2, 1-year June 6, 2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☒ 1 Year ☐ June 6, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

1,373,077.52 18,071.43 1,391,148.95 DESCRIPTION: Effective with mutual signature, this Contract is exercising one option year and is increased by $18,071.43. The State is also updating the Contract Administrator to Jordan Sherlock.

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

Change Notice Number 3 .

N

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A C ag er Anne Brys DTMB

998 Old Eagle School Road, Suite 1215 (517) 335-0329

Wayne, PA 19087 BrysA@michigan.gov

Gordon Smith

C on in is tra to r Chana Browning DTMB

(610) 687-9202 (517) 335-4070

Gordon.smith@assetworks.com BrowningC@michigan.gov

CV0066984

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management and Budget 320 South Walnut Street Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Contract to upgrade the FleetFocus M4 application currently in use by the Department of Technology, Management and Budget, Vehicle and Travel Services to FleetFocus M5.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 7, 2018 June 6, 2023 2, 1-year June 6, 2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,373,077.52 $11,340.00 $1,384,417.52 DESCRIPTION: Effective with mutual signature, this Contract is increased by $11,340.00 to support additional maintenance costs as a result of the Mobile Focus Enterprise Maintenance proration to align the maintenance with the rest of the annual renewal dates ($1,500.00) and the change in the total amount for Milestone 6 from Change Notice 1, Form 001F ($9,840.00).

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

Change Notice Number 2 .

N

TR

A C ag er Anne Brys DTMB

998 Old Eagle School Road, Suite 1215 (517) 335-0329

Wayne, PA 19087 BrysA@michigan.gov

Gordon Smith

C on in is tra to r Chana Browning DTMB

(610) 687-9202 (517) 335-4070

Gordon.smith@assetworks.com BrowningC@michigan.gov

CV0066984

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management and Budget 320 South Walnut Street Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Contract to upgrade the FleetFocus M4 application currently in use by the Department of Technology, Management and Budget, Vehicle and Travel Services to FleetFocus M5.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 7, 2018 June 6, 2023 2, 1-year June 6, 2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,333,419.37 $39,658.15 $1,373,077.52 DESCRIPTION: Effective November 5, 2020, this Contract is increased by $39,658.15 to support additional maintenance costs as a result of the Billing Code Enhancement ($32,800.00), including additional maintenance costs for Year 4 and Year 5, including a 3% yearly increase ($6,858.15). The Billing Code Enhancement document (001-G) is incorporated into the contract.

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

<CUSTOMER>

Michigan VTS - Change Request Number: 001-G

AssetWorks LLC - Confidential and Proprietary Information. Page 1 of 6

1. Change Request Initiation

Title: Contract Amendment for Enhancements

Change Request #: 001-G

Submitted Date: 09/16/2020 Expiration Date: 10/16/2020

Customer Account Name: Michigan VTS Account Manager: John Compton

Requested by: Amy Judd Contact Email: JuddA@michigan.gov

Submitted by: Devin Sanderson Contact Email: Devin.sanderson@assetworks.com

Originated by: Doug Henstridge Contact Email: Doug.henstridge@assetworks.com

Technical Consultant: Trang Sangster Contact Email: Trang.sangster@assetworks.com

AW Open Air Project ID: MIDOM-M5-P001 Change Request Type: Fixed Fee

Customer PO / Contract #: 18000005631

Attachment(s):

Related Change Request(s):

2. Change Request Overview

Reason for Change: The reason for the change is to provide additional functionality for billing management.

Impact on Scope?

Y This will add design, development, testing, delivery and support to scope for enhancements.

Impact on Quality? Y This will improve the overall quality of the implementation by providing users with the tools they need to best serve their purposes.

Impact on Resources? Y AssetWorks (AW) will utilize the same resources as in the past for design, development, testing and support of enhancements.

Impact on Schedule? Y

While the customer is currently live in production, the product enhancement will add duration to the end of the project until enhancements are delivered and tested.

Impact on Budget? Y There is an increase in the budget to accommodate these changes, detailed below.

AssetWORKS mailto:JuddA@michigan.gov mailto:Devin.sanderson@assetworks.com mailto:Doug.henstridge@assetworks.com mailto:Trang.sangster@assetworks.com

AssetWorks LLC - Confidential and Proprietary Information. Page 2 of 6

3. Change Request Budget Impact Analysis

Summary of Work Effort Change:

These are changes not defined in the original statement of work and changes to an already delivered interface, and as such the additional work will require professional services (writing, review, implementing, and testing), development, and QA effort to complete.

4. Change Request Description, Terms & Assumptions

Change Request Description

This change request covers an addition to scope for billing code enhancements required for Michigan VTS workflows.

Billing Code Enhancements

MVTS uses two types of lease rates. For fixed-rate, vehicles with that billing code get charged the same lease rate, per mile and fixed charge. The ability to push all three of those amounts from the billing code to the vehicle level is required when updating rates, annually.

The second type is a variable-rate based on the individual cost of the vehicle. In this instance, the per mile and the insurance needs to be updated annually at the billing code level, but MVTS needs the ability to push those values to the vehicle level and not wipe out the lease rate.

This enhancement is necessary as thousands of lease rates are wiped out at the unit level when updating variable-rate billing codes. It is not practical to do this repeatedly.

Resolving this issue requires the following enhancements within the M5 application:

• the fixed charge at the billing code level will display at the unit level

• the ability to change the effective date on the billing code and enter a new usage rate without wiping out the lease rate at the unit level (current M5 behavior is such that the user cannot change the effective date in order to update the usage rate without the lease rate reverting to whatever is on the billing code)

• Additional requirements per 10/5/2020 meeting o If leased billing code begins with F or CF and effective date is changed, then update all (lease rate, fixed chg and usage rate) down to the unit level o If leased billing code begins with F or CF and effective date is not changed, then update only those fields that were changed down to the unit level o If leased billing code begins with V or CV and effective date is changed, only update the usage rate and fixed charge down to the unit level and make sure the lease rate does not change to 0

AssetWorks LLC - Confidential and Proprietary Information. Page 3 of 6 o If leased billing code begins with V or CV and effective date is not changed, update any fields, but the lease rate at the unit level. Lease rate should not change to 0

Current Functionality

Currently, when users enter a new effective date on the Billing Codes frame and update any data, all units with an “approved” check mark (on the Units/Departments) tab will be updated to match the billing code in its current state, but this does not include fixed charges. (This occurs regardless of system flag 2075’s setting – see proposed solution for more information.) Fixed charges must be updated via each unit, individually, to appear on the Billing Unit/Dept Code Maintenance frame.

Proposed Solution

AssetWorks will modify System Flag 2075 (Preserve unit-level lease rates) to provide a new, third option that will allow users to identify billing codes to update (or not) lease rates on the billing code frame. New options for the flag will be 0, 1, and 2 (currently, this is a Y/N flag and is N by default).

After this modification:

0 = Behaves the same as N does, currently (when a new effective date is entered, all data in the billing code record, including rates, is propagated to the approved units).

1 = Behaves the same as Y does, currently (the user may make changes to non-rate data for the current effective date and have only those changes propagated to all approved units – no rate changes propagate). When a new effective date is entered, all data in the billing code record, including rates, is propagated to the approved units.

2 = Use Billing Code setting. When the flag is set to option 2, there will be a new check box displayed on the Billing Code frame. The check box will be labeled “Preserve Rates” and will preserve lease rates in all cases (new effective date or not). All other data will be propagated to approved units. If the check box is not populated, the save action will follow the flag functionality as though it were set to 0.

We will also modify the Billing Unit/Dept Code Maintenance frame’s Fixed Charges tab to display read-only values that exist for fixed charges on the Billing Code frame for the Billing code recalled only.

AssetWorks’ Billing Codes/Unit Billing Data will be affected by this quote.

Approach Requested:

Upon acceptance of this Change Request, AssetWorks will add the following two milestones:

• Billing Code Enhancements Specification: Invoiced upon delivery of specification - $14,760

• Billing Code Enhancements: Invoiced upon delivery in M5 release of version 20.1.x - $14,760

Annual maintenance to be invoiced separately.

Deliverables Requested:

• Technical Specification detailing billing code enhancements to M5 application and database

• Agreed upon enhancements delivered in a version 20.1.x patch release of M5

AssetWorks LLC - Confidential and Proprietary Information. Page 4 of 6

Change Request Terms & Assumptions:

Unique Assumptions

1. Work quoted to be delivered within v.21.0.x, 20.1.x of FleetFocus.

2. This modification does not include any changes to the Billing Batch process or its functionality. It only affects how the data used by the batch process is recorded/stored.

3. Note: current functionality will create fixed charge entries on the unit level when a new unit is created with a billing code that has them set up, however, if users change the setup of the fixed charges on the billing code, those changes don’t propagate to the unit level. This functionality will not be changed. As the Billing Batch process does not bill fixed charges for units based on the Unit Fixed charge setup, we will display the values as they exist on the billing code, read-only, regardless if the unit is new, or not.

4. Note: This functionality is not associated with/affects no interface functionality. Any changes to interfaces that need to be completed as a result of these changes would need to be scoped as a separate enhancement and would require a change order.

5. Early delivery is dependent upon Development analysis when the code change is completed. Client may need to upgrade to a more recent version to receive this enhancement if delivering it outside of a patch would cause system instability issues. This determination is at AW discretion.

6. Fixed charges data will still be setup/modified through the Billing Codes frame.

7. Assumption is that client will utilize the new setting, then update the V/CV billing codes to populate the new check box. This will allow them to achieve the stated functionality without requiring billing code-specific coding (not necessary to code on V/CV or F/CF) and will provide additional flexibility in the future.

8. Timeline for development is contingent upon customer meeting all project assumptions and requirements, noted below

AssetWorks LLC - Confidential and Proprietary Information. Page 5 of 6

Change Request Terms & Assumptions:

Development Assumptions

1. AssetWorks assumes customer is properly licensed for necessary module(s) to utilize any areas which require licensing.

2. Once final design specification in signed, the AssetWorks development schedule will be set for delivery; this delivery will coincide with a release of version noted above. *The average delivery time for customizations is 60-90 business days from specification approval.

3. Core software features are not eligible for patch back or delivery cycle outside of standard release unless an adjusted delivery cycle is expressly specified in this document.

4. AssetWorks reserves the right to adjust the above quoted delivery version if this quote is not signed within 90 days of initial delivery.

5. AssetWorks reserve the right to adjust delivery version if design specification is not approved within 45 days of initial delivery.

6. Customer will be required to upgrade to the version of the software which contains these features. All upgrade or installation actions and testing are the responsibility of the customer and at the customer’s expense, unless explicitly specified.

7. All User Acceptance Testing (UAT) is client responsibility within 30 days of first available release delivery.

Business Assumptions

1. Where necessary, signed design specification takes precedence on all design & delivery.

2. If additional scope is added during final design specification process, a change order will be necessary.

3. Effort is quoted on a fixed fee basis.

4. All costs quoted in USD do not include applicable taxes and are due on existing contract terms.

5. AssetWorks will assign a Professional Services Project Manager 4-8 weeks after fully executed and processed order. The Project Manager will engage with the client to kick-off the project and begin scheduling services.

Implementers, consultants or trainers for on-site services will be secured by the Project Manager with a 6-8-week lead time once the project is kicked off.

6. If this order is abandoned/paused by the client for any reason mid-effort, the client will be billed for all of AssetWorks’ time incurred at the current contracted labor rate.

7. 50% of the engagement’s cost will be invoiced upon signature acceptance of design specification by client (development start), the remaining 50% will be invoiced upon AssetWorks delivery.

5. Change Request Acceptance

As of the date below, DTMB acknowledges the scope of work on this task to be necessary for a successful project.

Any further effort requested will be evaluated and managed as a separate task order. Costs are Fixed Fee for this effort and do not include applicable taxes. All prices are USD. This change order is to the project scope attached to MIDOM-MS-P00l (customer Doc ID: 18000005631) Except as provided in this change order, the agreement for that project is in full force and effect. Milestones are to be billed upon delivery as defined above with the amounts noted below:

DTMB agrees to the following additions to the services milestone payment schedule (not including maintenance):

• Billing Code Enhancements Specification: Invoiced upon delivery of specification - $14,760

• Billing Code Enhancements: Invoiced upon delivery in MS release of version 20.1.x -$14,760

6. List of New or Changed Items WBS/ New Accept Current New Total Cost Task ID (Y/N) Description (Y/N) Budget Budget Change Change

31 y Complete Billing Code Enhancements $0 $14,760 $14,760 $14,760 Specification

32 y Deliver Billing Code Enhancements $0 $14,760 $14,760 $14,760

Total for Services $29,520

WBS/ New Accept Current New Total Cost Task ID (Y/N) Description (Y/N) Budget Budget Change Change y Billing Code Enhancement Maintenance $0 $3,280 $3,280 $3,280

Total for Maintenance $3,280

Change Request Total $32,800

7. Authorized Signatures Customer Authorized Representative:

Signature: Date: j l /51~W-0 AssetWorks Authorized Representative:

Signature: Date:

AssetWorks LLC - Confidential and Proprietary lnfonnation. Page 6 of 6

11/9/2020 Steven Occhiolini, Director of Finance

Change Notice Number 1 .

Contract Number 180000000799.

N T

R A

C T

S T

A T

E

P ro g a n a g e r

Anne Brys DTMB

998 Old Eagle School Road, Suite 1215 517-335-0329

Wayne, PA 19087 brysa@michigan.gov

Gordon Smith

C o n tr a c t

A d m in is tr a to r Chana Browning DTMB

610-687-9202 517-335-4070

Gordon.smith@assetworks.com browningc@michigan.gov

CV0066984

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management and Budget 320 South Walnut Street Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Contract to upgrade the FleetFocus M4 application currently in use by the Department of Technology, Management and Budget, Vehicle and Travel Services to FleetFocus M5

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 7, 2018 June 6, 2023 2, 1-year June 6, 2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,184,169.20 $149,250.17 $1,333,419.37 DESCRIPTION: Effective with mutual signature, the contract is amended to add funding ($149,250.17) to support the acquisition of an additional 1,500 licenses, data clean-up, a fixed-fee added to the existing Data Conversion WBS and billing milestone, and a three percent yearly increase in software maintenance, Mobile Focus, and additional licenses. The Replacement Modeling document to swap out the Customer Access Module (MIDOM-M5-P001-D), additional clean-up document (001-F), and Oracle to SQL Conversion document (MIDOM-M5-P001-A) are incorporated into the contract. All other terms and conditions remain the same.

ORDER FORM

AssetWorks LLC 998 Old Eagle School Road, Suite 1215 Wayne, PA 19087

Order #: Q-06198-1 Date: 7/15/2020

Ship To Anne Brys State of Michigan 6951 Crowner Drive Lansing, MI 48913

US

(517) 335-0329 brysa@michigan.gov

Bill To State of Michigan 6951 Crowner Drive Lansing, MI 48913

US

This Order Schedule is issued pursuant to Agreements entered into between AssetWorks and the above named Customer. Parties agree to be bound by those terms and conditions. Pricing below is valid if this Order Form is signed on or by 8/30/2020.

License

Description QTY UNIT PRICE Line Total

FleetFocusM5 Standard License 1,500 USD 15.00 USD 22,500.00

Screen Designer Module 1,500 USD 0.75 USD 1,125.00

Ad Hoc Reporting Module 1,500 USD 0.75 USD 1,125.00

Shop Activity Module 1,500 USD 1.50 USD 2,250.00

Customer Access Module 1,500 USD 0.75 USD 1,125.00

KPI/Dashboards Module 1,500 USD 0.75 USD 1,125.00

PMM/ Performance Measures and Monitors 1,500 USD 0.75 USD 1,125.00

MAXQueue Integration Module 1,500 USD 0.75 USD 1,125.00

Driver Management Module 1,500 USD 1.50 USD 2,250.00

MobileFocus / Smart Apps, Enterprise License 1,500 USD 3.00 USD 4,500.00

License Total: USD 38,250.00

Maintenance

Description Line Total

Software Maintenance USD 15,300.00

Maintenance Total: USD 15,300.00

Grand Total: USD 53,550.00

In the event Customer’s business practices require that Customer issue a purchase order number prior to payment of any AssetWorks invoices issued under this Agreement, then such purchase order number must be entered below. Customer’s execution of the Order Form without designating a purchase order number shall be deemed Customer’s acknowledgement that no purchase order number is required for payment of invoices hereunder.

Purchase Order Number:____________________

Accepted by Customer:

Signature:

Name (Print):

Title:

Date:

Accepted by AssetWorks:

Signature:

Name (Print):

Title:

Date:

Please sign and email to John Compton at john.compton@assetworks.com.

THANK YOU FOR YOUR BUSINESS!

John H. Hines III

3/29/19

MS IMPLEMENTATION CHANGE REQUEST SUMMARY

Change Request Header: Contract Amendment for Oracle to SQL Conversion

Change Request Number: MIDOM-MS-POOl-A

Change Request Name: Michigan VTS Oracle to SQL Change Request

Request Submitted By: Devin Sanderson

Request Submission Date: August 17, 2018

Request Required Date: August 31, 2018

Related Request (if any):

Overview of Change Requested:

Michigan Department ofTechnology, Management and Budget's (DTMB) M4 >MS implementation Statement of Work (SOW) includes a WBS for Data Conversion. This fixed-cost effort includes standard M4>MS data conversion processes, both pre-production and immediately before go-live (production conversion). It was brought to the project team's attention during Project Kickoff that DTMB's instance of M4 is on an Oracle database platform, while DTMB intends to switch to the SQL Server Database Management System. This effort was not included in Statement of Work (SOW) or elsewhere in signed contract.

This Change Request addresses the additional effort for conversion from Oracle to SQL in both Pre-Production and Production Data Conversions.

• Pre-Production Conversion - 32 hours

• Production Conversion -16 hours

• Total-48hours

These hours will be added to the existing Data Conversion WBS and billing milestones.

Approach Requested:

Upon acceptance of this Change Request, AssetWorks will adjust milestones as described above.

Billing milestone for Data Conversion will increase by $9,840 to $39,360 and will be due upon completion of the Data Conversion effort.

Deliverables Requested:

Deliverables include databases converted from an Oracle version of M4 to SQL version of MS, both for pre-prod and production conversion efforts.

MIDOM-M5-P001-A - Change Request - Oracle to SQL Page 1 of 2 6/5/2018

Requested delivery date:

ASAP.

Cost of Changes Requested:

This change will increase project total by $9,840.00. This 1s a fixed-fee effort added to the existing Data Conversion WBS and billing milestone.

Reviewed By:

Name: I II 1/IA 1 • \\ <:::::\ t. ~f _ j I Signature: Date:

I

Name: /JM L.IA \I..{~/\ A ti\ I Signature: Date: q J 5 I rs Name: l I I Signature: Date:

Approved By:

NameYu rr,· kv I') Signature ~~ Date: '7-s-1 Name: /(b Signature: /), (!___ /! Date: 9- r- I J Name: 51 Signature: Date: CJ---5-f 8

I

MIDOM-M5-P001-A - Change Request - Oracle to SQL Page 2 of 2 6/5/2018

• 1~$ STATE OF MICHIGAN

•• ' ENTERPRISE. PROCUREMENT

Asset Works. LLC

Department of Technology, Management and Budget 320 South Walnut Street Lansing. Ml 48933

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 180000000799

between

THE STATE OF MICHIGAN

and

Anne Brys

998 Old Eagle School Road, Suite 1215

Wayne, PA 19087

517-335-0329 brysa@michigan.gov

Gordon Smith Chana Browning

610-687.-9202 517-335-4070

Gordon.smith@assetworks.com browningc@michigan.gov

DTMB

DTMB

$ 1,184,169.20

I B

I i

I I I J

I i I t i

STATE OF MICHIGAN

CONTRACT TERMS

COTS Software Contract

This Software Contract (this "Contract") is agreed to between the State of Michigan (the "State") and AssetWorks LLC {"Contractor"), a Delaware Limited Liability Company:/ This Contract is effective on 6/7/2018 ("Effective Date"), and unless earlier terminated, will e,splre on 6/6/2023 (the "Term"). / 1

This Contract may be renewed for up to 2 additional 1-year periods . . Rtnewal must be by written notice from the State and will automatically extend the Term of thi5.. Contract.

1. Definitions. For the purposes of this Contract, the follo1ng terms have the following meanings: '

"Acceptance• has the meaning set forth'in Sec9Ph 12.5.

"Acceptance Tests" means such tests as .n<ay be conducted in accordance with Section 12 and the Statement of Work to determine whe~er the Software meets the requirements of this

Contract and the Documentation.

"Afflllatf of a Person meaniyfny 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 deflnitlonylhe 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 ln Section 26.3(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.

"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 an exhibit to the Statement of Work, 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.

"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 Busfness 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(b).

"Change Proposal" has the meaning set forth in Section 2.2(a}.

"Change Request" has the meaning set forth in Section 2.2.

"Confidential Information" has the meaning set forth in Section 20.1.

"Configuration" means State-specific chang·~ made to the Software without Source Code or structural data model changes occurring. ../

"Contract" has the meaning set f9rth in the preamble.

"Contract Administrator" is•i' individual appointed by each party to (a) administer the terms of this Contract, and (I;>) approve any Change Notices under this Contract. Each party's

Contract Administrator wjll'be identified in the Statement of Work.

"Contractor'')}as the meaning set forth In the preamble.

"Contractor's Bid Response" means the Contractor's proposal submitted in response to the

RFP.

"C~>ntractor Personnel" means all employees of Contractor or any Pennltted Subcontractors involved in the performance of Services hereunder.

"Deliverables" means the Software, Hardware, and all other documents and other materials that Contractor is required to or otherwise does provide to the State under this Contract and otherwise in connection with any Services, Including a ll Items specifically Identified as

Deliverables In the Statement of Work.

I g

I

I

"Dispute Resolutio~ Procedure" has the meaning set forth in Section 31.1.

'.'Documentation" means all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any forrn 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 29.1. ,/

"Force Majeure" has the meaning set forth in Section 32.1 .

"Harmful Code" means any: (a} virus, trojan horse, worm, backdoor or other software or hardware d_evices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems or software; or (b) 9me bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any /erson, or otherwise prevent, restrict or impede the State's or any Authorized User's us/f such software.

"HIPAA~ has the .meaning set forth in Section 19.1.

"lmp lementatlon Fees" has the tn~ning set forth in Section 16.2.

"Implementation Plan" meafis the schedule included in the Statement of Work…