STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Self-Service Terminal (SST) Kiosks

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

August 1, 2019 July 31, 2024 5 - 1 Year July 31, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

No Minimum Delivery Requirement.

P-Card Direct Voucher (PRC) Other Yes No

1945 Camino Vida Roble, Suite O

Carlsbad CA 92008-6529

Drew Nicholson

260-459-8800 dnicholson@iti4dmv.com

CV0138422

INTELLECTUAL TECHNOLOGY INC

C O

N

TR

A C

TO

R

Jordana Sager

(517) 896-1903

Various Various sagerj2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANone.

Change Notice Number 6

Contract Number MA190000001019 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 Years

$39,045,615.60 $0.00 $39,045,615.60

DESCRIPTION

Effective July 31, 2025, the Contract Administrator has been changed to Jordana Sager.

All other terms, conditions, specifications and pricing remain the same. Per (DTMB) contractor (request/proposal) and agency (request) agreement, and DTMB Central Procurement approval.

AGENCY NAME PHONE EMAIL

DTMB Thomas Kopenhafer 517-636-0283 KopenhaferT@michigan.gov

MDOS Yvonne Young 517-636-5434 YoungY@michigan.gov

MDOS Jonathon Khon 517-945-6201 KhonJ@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 6 TO CONTRACT NO. MA190000001019

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Self-Service Terminal (SST) Kiosks

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

August 1, 2019 July 31, 2024 5 - 12 Months July 31, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

No Minimum Delivery Requirement.

P-Card Direct Voucher (PRC) Other Yes No

1945 Camino Vida Roble, Suite O

Carlsbad CA 92008-6529

Drew Nicholson

260-459-8800 dnicholson@iti4dmv.com

CV0138422

INTELLECTUAL TECHNOLOGY INC

C O

N

TR

A C

TO

R

Nichole Harrell

517-449-9245

DTMB

Various Various harrelln@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANone.

Change Notice Number 5

Contract Number MA190000001019 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

12 Months July 31, 2027

$39,045,615.60 $0.00 $39,045,615.60

DESCRIPTION

Effective May 30th, 2025, this contract will be utilizing a one-year option year. The new expiration is 07/31/2027.

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

MDOS Jonathon Khon 517-945-6201 KhonJ@michigan.gov

DTMB Thomas Kopenhafer 517-636-0283 KopenhaferT@michigan.gov

MDOS Yvonne Young 517-636-5434 YoungY@michigan.gov

Program Managers for

CHANGE NOTICE NO. 5 TO CONTRACT NO. MA190000001019

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

190000001019Contract Number

Various

Jeremy Lyon dnicholson@iti4dmv.com

Drew Nicholson

Carlsbad, CA 92008-6529

INTELLECTUAL TECHNOLOGY INC

CV0138422

260-459-8800

1945 Camino Vida Roble, Suite O

(517) 230-2858 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra c t

A d m in is tra to r

C O

N T

R A

C T

O R

DTMB

lyonj5@michigan.gov

$23,700,000.00

August 1, 2019 July 31, 2024

SELF-SERVICE TERMINAL (SST) KIOSKS

July 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NONE

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ July 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$595,000.00 $24,295,000.00

Effective 10/26/2021, the parties add 14 machines, which the parties estimate will generate up to $595,000.00 more value to the vendor from the additional transaction fees paid by the end users over the remaining 34 months of the contract. This is a zero cost contract to the State.

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 10/26/2021

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MDOS

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 190000001019

Thomas Kopenhafer 517-636-0283 KopenhaferT@michigan.govDTMB

Yvonne Young 517-636-5434 YoungY@michigan.govMDOS

ID: 641 1 of 3

Change Notice #2 to Contract No. 190000001019 Turnkey Self Service Terminal – Kiosks

This is Change Notice #2 to Contract No. 190000001019 Turnkey Self Service Terminal – Kiosks, which was effective August 1, 2019 (“Contract”) by and between the State of Michigan (“State” or “Payee”) and Intellectual Technology, Inc. (“Contractor”) (State and Contractor collectively referred to as the “Parties”).

WHEREAS, the State and Contractor entered into the Contract to provide a turnkey Self-Service solution to the State;

WHEREAS, the State desires, and Contractor is willing to provide, additional Kiosks throughout the State;

WHEREAS, Schedule C of the Contract required, among other things, for Contractor to collect and provide all payments net of the Kiosk Processing Fees and Credit Card fees to be ACH debited nightly on a two business-day delay by the State from the Contractor’s account (“Transfer”);

WHEREAS, following the execution of the Contract, State and Contractor wish to clarify their relationship related to the Transfer; and

WHEREAS the Parties wish to further clarify security and PCI requirements.

NOW THEREFORE, in consideration of the Parties agreeing to amend the Contract, for and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. The following provisions are added to the Contract under Section 27 of Schedule A entitled MILESTONES

AND DELIVERABLES:

Contractor will provide fourteen (14) additional Kiosks and install such Kiosks at locations mutually agreed upon by both Parties. The State and Contractor agree that it is necessary for the Parties to jointly work to drive the aggregate transactions per kiosk per month (“TKM”) to meet or exceed 1,000, prior to installing additional kiosks beyond the agreed upon fourteen (14) noted herein.

Contractor will be responsible for conducting a monthly analysis of TKM and sharing that analysis with the State.

In order to increase awareness, the State and Contractor shall cooperate to update all current public messaging related to the Kiosks to emphasize that the Kiosk models (i) are new models with improved quality and (ii) offer new transaction types.

Contractor will conduct an analysis of previously deployed Kiosks to determine if any Kiosks are candidates to offer cash acceptance functionality. This analysis will be conducted and reviewed with the State within sixty (60) days of the Effective Date of this Change Notice #2.

2. The following provisions are added to the Agreement under Schedule C – PRICING:

Should the transfer of funds described in Section 10 of this Schedule C – Pricing implicate MCL 487.1001

– 487.1047 (“Money Transmission Services Act”), Contractor is an “agent of the Payee,” which has the same meaning provided in MCL 487.1002(b), for the purposes of accepting payments as required under this Contract. For avoidance of doubt, Contractor is not an agent of the State for any other purpose except for the limited applicability of the Money Transmission Services Act. In all other circumstances, Section 21.2 of the Contract Term will apply.

3. The following provisions are added to the Contract under Section 9 of Schedule A entitled SECURITY:

ID: 641 2 of 3

The State has the following responsibilities:

• The State will provide access to business and technical documentation as necessary for ITI to complete the tasks identified under this Contract.

• The State staff is responsible to check IDs of all technicians prior to allowing them access to the SSTs, printers, or related equipment, for SST’s installed in State Offices.

• The State is responsible to inform ITI when State employees are no longer employed that have access to repository accounts.

4. Capitalized terms used but not defined herein shall have the meanings provided in the Contract. Except as expressly set forth in this Change Notice, the terms and conditions of the Contract shall continue unmodified and in full force and effect.

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

190000001019Contract Number

Various

Christopher Martin dnicholson@iti4dmv.com

Drew Nicholson

Carlsbad, CA 92008-6529

INTELLECTUAL TECHNOLOGY INC

CV0138422

260-459-8800

1945 Camino Vida Roble, Suite O

(517) 643-2833 S

T A

T E

P ro g ra m a n a g e r

C o n tra c t

A d m in is tra to r

C O

N T

R A

C T

O R

MDOS

DTMB

martinc20@michigan.gov

$19,750,000.00

August 1, 2019 July 31, 2024

SELF-SERVICE TERMINAL (SST) KIOSKS

July 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

None

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ July 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$3,950,000.00 $23,700,000.00

Effective 8/4/2020, the following amendments are incorporated into this Contract per Schedule C Pricing. This change includes the addition of the following transaction types at $3.95 per transaction charged to the end user:

6.2 Driver License Renewal

6.3 State ID Renewal

6.4 Driver License Duplicate/Replacement

6.5 State ID Duplicate/Replacement

The estimated number for these transactions is 250,000 per year for an added value of $3,950,000.00 to the contract.

The following transaction types will be added at no cost to the State or the end user:

6.9 Voter Registration

6.10 Organ Donor Registration

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

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 8/4/2020.

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 190000001019

DTMB Thomas Kopenhafer 517-636-0283 KopenhaferT@michigan.gov

MDOS Yvonne Young 517-636-5434 YoungY@michigan.gov

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 171-190000001019 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Intellectual Technology, Inc.

ST

A

TE

Pr og ra m M an ag er

Yvonne Young MDOS

1945 Camino Vida Roble, Suite O 517-636-5434

Carlsbad, CA 92008-6529 youngy@michigan.gov

Drew Nicholson

C on tra ct

Ad m in is tra to r Christopher Martin DTMB

260-459-8800 517-643-2833 dnicholson@iti4dmv.com martinc20@michigan.gov

CV0138422

CONTRACT SUMMARY

DESCRIPTION: Self-Service Terminal (SST) Kiosks

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

8/1/2019 7/31/2024 5 one-year N/A

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

N/A

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $19,750,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget 525 W Allegan St.

PO Box 30026 Lansing, MI 48909 https://stateofmichigan.sharepoint.com/sites/DTMB/procurement/it_division/ChristopherMartin/Shared%20Documents/Self%20Service%20Terminal%20-%20Kiosk/190000001019%20-%20ITI%20-%20Cover%20Page.docx#InitialEffectiveDate https://stateofmichigan.sharepoint.com/sites/DTMB/procurement/it_division/ChristopherMartin/Shared%20Documents/Self%20Service%20Terminal%20-%20Kiosk/190000001019%20-%20ITI%20-%20Cover%20Page.docx#InitialExpirationDate https://stateofmichigan.sharepoint.com/sites/DTMB/procurement/it_division/ChristopherMartin/Shared%20Documents/Self%20Service%20Terminal%20-%20Kiosk/190000001019%20-%20ITI%20-%20Cover%20Page.docx#InitialAvailableOptions https://stateofmichigan.sharepoint.com/sites/DTMB/procurement/it_division/ChristopherMartin/Shared%20Documents/Self%20Service%20Terminal%20-%20Kiosk/190000001019%20-%20ITI%20-%20Cover%20Page.docx#InitialAvailableOptions https://stateofmichigan.sharepoint.com/sites/DTMB/procurement/it_division/ChristopherMartin/Shared%20Documents/Self%20Service%20Terminal%20-%20Kiosk/190000001019%20-%20ITI%20-%20Cover%20Page.docx#AlternatePaymentOptions https://stateofmichigan.sharepoint.com/sites/DTMB/procurement/it_division/ChristopherMartin/Shared%20Documents/Self%20Service%20Terminal%20-%20Kiosk/190000001019%20-%20ITI%20-%20Cover%20Page.docx#MiDEALParticipants

Contract No. 190000001019 Turnkey Self Service Terminal - Kiosks

Schedule A

PROJECT SCOPE

1. DEFINITIONS

The following terms have the meanings set forth below. All initial capitalized terms that are not defined below shall have the respective meanings given to them in Section 1 of the Contract Terms and Conditions. “Solution” means the Software-as-a-Service (SaaS).

Term Definition

DTMB Department of Technology, Management, and Budget

MDOS Michigan Department of State

SOS Secretary of State

SOM State of Michigan

SST Self-Service Terminal

2. BACKGROUND

MDOS is implementing a turnkey SST solution which will replace all existing SST Kiosks throughout the State of Michigan. Contractor will provide a solution at no cost to MDOS, that will integrate with FAST and the MDOS CARS application and will have the capability of expanding services in the future. Contractor will provide all maintenance, upgrades, repairs, software, hardware, consumables etc. at no cost to the State of Michigan or Michigan Department of State. A kiosk processing fee will be charged by the Contractor to the customer to cover the cost of all related technology maintenance.

3. PURPOSE

The objective of this project is to obtain a new turnkey solution for SSTs that can replace all current SSTs and add additional locations. SSTs will be located in SOS branches as well as retail locations. The contractor SST Solution must conform to all applicable DTMB and MDOS standards, including information security standards.

4. CONTRACT TERM

The contract overall term is 5 years with 5, 1 year options.

5. SPECIFIC STANDARDS

IT Policies, Standards and Procedures (PSP) Contractors are advised that the State has methods, policies, standards and procedures that have been developed over the years. Contractors are expected to conform to State IT policies and standards. All services and products provided 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

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 http://michigan.gov/dtmb/0,4568,7-150-56355_56579_56755--- ,00.html. All Contractor 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.

Look and Feel 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.

ADA Compliance The State is required to comply with the Americans with Disabilities Act of 1990 (ADA), and has adopted a formal policy regarding accessibility requirements for websites and software applications. The State is requiring that Contractor’s Solution, where relevant, to level AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2.0. Contractor may consider, where relevant, the W3C’s Guidance on Applying WCAG 2.0 to Non-Web Information and Communications Technologies (WCAG2ICT) for non-web software and content. The State may require that Contractor complete a Voluntary Product Accessibility Template for WCAG 2.0 (WCAG 2.0 VPAT) or other comparable document for the Solution.

http://www.michigan.gov/documents/dmb/1650.00_209567_7.pdf?20151026134621

6. USER TYPE AND CAPACITY

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

Public Citizens Write Access 900,000 150 State Employees Write Access 50 20

Trusted Third Parties Admin Access 10 5

Contractor must be able to meet the expected number of concurrent Users. Contractor must be able to scale up or down without affecting performance.

Contractor must meet the expected latency response time requirements set forth in Schedule B – Service Level Agreements.

7. ACCESS CONTROL AND AUDIT

While not currently required, in the future, the Contractor’s solution may be required to 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 https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.html http://michigan.gov/dtmb/0,4568,7-150-56355_56579_56755---,00.html http://michigan.gov/dtmb/0,4568,7-150-56355_56579_56755---,00.html https://www.michigan.gov/som/0,4669,7-192-86761---,00.html http://www.michigan.gov/documents/dmb/1650.00_209567_7.pdf?20151026134621 https://na01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.michigan.gov%2Fdtmb%2F0%2C5552%2C7-150-56345_56351_69611-336646--%2C00.html&data=02%7C01%7CBronzJ%40michigan.gov%7C9ca02f2205104032813a08d68df1617b%7Cd5fb7087377742ad966a892ef47225d1%7C0%7C0%7C636852465189808455&sdata=aeH1tN9GAJsHz2nYuks93s8UZjocHrePRnZaM5K9NLE%3D&reserved=0

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 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, the Contractor’s solution must support HTTP Headers based SSO, or SAML, or OAuth or OpenID interfaces for the SSO purposes. The requirement to integrate will depend upon the type of transaction and the types of data that may need to be secured.

8. DATA RETENTION

Contractor must meet all data retention requirements for the Solution.

9. SECURITY

Contractor must review and meet the Data Security requirements set forth in Schedule D – Data Security Requirements to the SaaS Terms and Conditions.

Contractor must provide to the State independently audited PCI Certification and SOC 2 Type 2 reports to the State annually by May of each calendar year for the duration of this contract.

The Solution will be storing sensitive data.

Contractor must comply with the following:

• Must remain compliant with the Credit Card Holder information (PCI) Policies.

• Must be encrypted in transit and at rest using AES 256 bit or higher encryption.

• Must have multi-factor authentication for privileged/administrative access, however this level does not require a hard token at this time. Some other method such as SMMS text with passcode, phone call with temporary passcode or other approved multi-factor authentication method must be used.

• 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 PSP.

10. END-USER OPERATING ENVIRONMENT

The software must run under commonly used web browsers. At a minimum, the software must support Internet Explorer v9 or higher, Chrome v36 or higher, Firefox v31 or higher, and Safari v5.1 or higher both under the Windows and iOS operating systems.

Contractor must support the current and future State standard environment at no additional cost to the State.

Contractor must:

• Provide any State system access requirements that are necessary for the Contractor to perform its obligations on a timely basis, including but not limited to, physical or remote access to State networks, servers, or individual workstations.

• Comply with the current environment and how it intends to comply with any future changes to the user environment.

• Support the original environment throughout the term of the contract.

• Communicate changes to its roadmaps.

• Identify any plug-ins necessary for the solution to meet the system requirements of this Contract.

• Collaborate with SOM in the decision-making process for upgrades, maintenance, and change control.

11. SOFTWARE

Contractor’s Solution must maintain the ability to be rapidly configured or scaled as the State’s business or technical demands change.

12. SOLUTION REQUIREMENTS

See Schedule A - Table 1 Business Specification Worksheet.

Contractor has validated each requirement to ensure that the Solution meets the specifications set forth in this Contract.

Contractor has detailed any configuration changes that will be made to the Solution in order to meet the specifications set forth in this Contract.

Configuration is referred to as a change to the Solution that must be completed by the Contractor prior to Go-Live but allows an IT or non-IT end user to maintain or modify thereafter (i.e. no source code or structural data model modifications occurring).

All configuration changes made during the term of the contract must be forward-compatible with future releases and be fully supported by the awarded Contractor without additional costs.

13. INTEGRATION

Contractor must assist with the integration with the MDOS CARS system provided to the State by Fast Enterprises. See 15. Testing Services and Acceptance.

14. MIGRATION

There are no migration services needed at this time, however the State may need migration services in the future.

15. TESTING SERVICES AND ACCEPTANCE

Contractor must adhere to Section 4, Service Preparation, Testing and Acceptance, of the SaaS Contract Terms.

16. TRAINING SERVICES

Vendor to provide training for SOS branch staff and tutorial in application help for consumers

The Contractor must provide administration and end-user training for implementation, go-live support, and transition to customer self‐sufficiency. The Contractor must provide a training plan for go-live support and transition to self-support, including options and details such as the number of dedicated personnel, staff location, hours available and duration of go-live support.

Contractor must provide details on, and examples of, clearly written instructions and documentation to enable State administrators and end-users to successfully operate the Solution without needing to bring in additional Contractor support.

17. HOSTING

Contractor must review the State’s standard Service Level Agreement (SLA) attached as Schedule B to the SaaS Terms and Conditions.

18. SUPPORT AND OPERATIONS

Contractor must meet the State’s standard Service Level Agreement (SLA) Schedule B to the SaaS Terms and Conditions.

Support Hours The State requires the Contractor to provide Support Hours as 24 hours a day, seven days a week

19. 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 Solution.

Contractor must develop and submit for State 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.

20. 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.

When required, Contractor must provide a detailed transition-in and transition-out plan, including any roles or responsibilities expected of the State. The plan must adequately demonstrate the steps to migrate between Contractor’s solution and internal or third-party solutions.

21. PRODUCTS AND SERVICES

Contractor and SOM have identified transaction types that may be added to the Solution in the future as part of Section 6 - Schedule C.

22. CONTRACTOR KEY PERSONNEL

Contractor has identified all Contractor resources and responsibilities required for the successful implementation and ongoing support of the Solution.

Contractor Contract Administrator: will (a) administer the terms of this Contract, and (b) approve and execute any Change Notices under this Contract.

Contractor: Intellectual Technology, Inc.

Name: Drew Nicholson, Chief Operating Officer/President Address: 2980 E. Coliseum Blvd. Fort Wayne, Indiana 46805 Phone: 260-459-8800 Email: dnicholson@iti4dmv.com

Contractor Project Manager: will serve as the primary contact with regard to services who will have the authority to act on behalf of the Contractor in matters pertaining to the implementation services.

Name: Karen Reynolds Address: 2980 E. Coliseum Blvd. Fort Wayne, Indiana 46805

Email: kreynolds@iti4dmv.com

Contractor Service Manager: will serve as 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.

Name: Michelle Barber-Nicholson Address: 2980 E. Coliseum Blvd. Fort Wayne, Indiana 46805

Email: mbarber@iti4dmv.com

Contractor Security Officer: will respond to State inquiries regarding the security of the Contractor’s systems. This person must have sufficient knowledge of the security of the Contractor Systems and the authority to act on behalf of Contractor in matters pertaining thereto.

Name: David Johnson Address: 2980 E. Coliseum Blvd.

Fort Wayne, Indiana 46805

Email: djohnson@iti4dmv.com

23. CONTRACTOR PERSONNEL REQUIREMENTS

The Contractor must present certifications evidencing satisfactory Michigan State Police Background checks ICHAT and drug tests or equivalent as approved by the State for all staff identified for assignment to this project.

In addition, 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.

24. 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. Christopher Martin – martinc20@michigan.gov

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. Yvonne Young – youngy@michigan.gov

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. Bill Strong – strongb1@michigan.gov

State Technical Lead. The State Technical Lead will serve as the primary contact with regard to technical advisement. Yvonne Young – youngy@michigan.gov

25. MEETINGS

The resulting awarded Contractor must attend the following meetings at no additional cost to the State.

At start of the engagement, the Contractor Project Manager must facilitate a project kick off meeting with the support from the State’s Project Manager and the identified State resources to review the approach to accomplishing the project, schedule tasks and identify related timing, and identify any risks or issues related to the planned approach. From project kick-off until final acceptance and go-live, Contractor Project Manager must facilitate weekly meetings (or more if determined necessary by the parties) to provide updates on implementation progress. Following go-live, Contractor must facilitate monthly meetings either by phone or Skype (or more or less if determined necessary by the parties) to ensure ongoing support success.

Contractor must meet the meeting requirements set forth above for successful implementation and ongoing support of the Solution.

26. PROJECT REPORTS

Once the Project Kick-Off meeting has occurred, the Contractor Project Manager will monitor project implementation progress and report on a weekly basis to the State’s Project Manager the following:

• Progress to complete milestones, comparing forecasted completion dates to planned and actual completion dates

• Accomplishments during the reporting period

• Tasks planned for the next reporting period

• Identify any existing issues which are impacting the project and the steps being taken to address those issues

• Identify any new risks and describe progress in mitigating high impact/high probability risks previously identified

Contractor must provide reports after contract execution and during the lifecycle of the contract, including all required scheduled reporting and details around the how and when metrics captured/validated.

27. MILESTONES AND DELIVERABLES

The milestone schedule and associated deliverables are set forth below.

Milestone Event

Associated Milestone Deliverable(s) Schedule

Project Planning

Project Kickoff Contract Execution + 10 calendar days

Requirements and Design Validation

Validation sessions, Final Requirement Validation Document, Final Design Document, Final Implementation Document

Execution + 60 calendar days

Configuration of software

Final Solution and Testing Document Execution + 90 calendar days

Testing and Acceptance

Final Test Results Report, Final Training Documentation, Final Acceptance

Execution+120 calendar days

Phase 1 Implementation

10 SST Kiosks in agreed upon locations for production use

Acceptance +30 calendar days

Phase 1 Acceptance

Executive Office provides approval to implement remaining kiosks

P1 Implementation +45 calendar days

Phase 2 Implementation

Implementation of remaining 90-140 SST kiosks TBD

P1 Acceptance +120 calendar days

Production Support Services

Ongoing after Final Acceptance Ongoing

Contractor must provide a Work Breakdown Structure (WBS) that corresponds with the milestone dates set forth above (or with Contractor’s alternatively proposed schedule). The WBS must be detailed enough to identify all State and Contractor responsibilities.

The Contractor Project Manager must maintain an MS Project schedule (or approved alternative) identifying tasks, durations, forecasted dates and resources – both Contractor and State - required to meet the timeframes as agreed to by both parties.

Changes to scope, schedule or cost must be addressed through a formal change request process with the State and the Contractor to ensure understanding, agreement and approval of authorized parties to the change and clearly identify the impact to the overall project.

SUITE Documentation In managing its obligation to meet the above milestones and deliverables, the Contractor is required to utilize the applicable State Unified Information Technology Environment (SUITE) methodologies, or an equivalent methodology proposed by the Contractor.

SUITE’s primary goal is the delivery of on-time, on-budget, quality systems that meet customer expectations. SUITE is based on industry best practices, including those identified in the Project Management Institute’s PMBoK and the Capability Maturity Model Integration for Development. It was designed and implemented to standardize methodologies, processes, procedures, training, and tools for project management and systems development lifecycle management. It offers guidance for efficient, effective improvement across multiple process disciplines in the organization, improvements to best practices incorporated from earlier models, and a common, integrated vision of improvement for all project and system related elements.

While applying the SUITE framework through its methodologies is required, SUITE was not designed to add layers of complexity to project execution. There should be no additional costs from the Contractor, http://www.michigan.gov/suite since it is expected that they are already following industry best practices which are at least similar to those that form SUITE’s foundation.

SUITE’s companion templates are used to document project progress or deliverables. In some cases, Contractors may have in place their own set of templates for similar use. Because SUITE can be tailored to fit specific projects, project teams and State project managers may decide to use the Contractor’s provided templates, as long as they demonstrate fulfillment of the SUITE methodologies.

The Contractor is required to review http://www.michigan.gov/suite and demonstrate how each PMM/SEM requirement will be met. Contractors wishing to use their own documents must submit an example of the document that will be substituted. If the Contractor deems a document to be non-applicable, please provide reasons for the determination. The State reserves the right to give final approval of substituted documents and items marked as non-applicable.

28. PRICING

See Schedule C - Pricing for a detailed description of all costs associated with licensing, implementing, maintaining and supporting the Solution, including all requested services for credit card processing and armored car services.

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.

29. ADDITIONAL INFORMATION

The State reserves the right to purchase any additional services or products from the Contractor during the duration of the Contract.

http://www.michigan.gov/suite

Schedule A – Table 1

BUSINESS REQUIREMENTS

Item # Feature General SST Design Mandatory /Desired

1.1

There will be no upfront or ongoing costs charged to the State of Michigan or Michigan Department of State. This includes every requirement within this document. Examples include but are not limited to:

hardware, software, maintenance, upgrades, networking, programming, project costs, consumables, changes, additional kiosks etc.

M

1.2 The SST must be designed to give the appearance of a single integral unit. M

1.3 SSTs must be modular and capable of expansion. Including but not limited to:

Cash & Check acceptance - Identity Proofing - Document Scanning - Plate Collections M

1.4 SSTs must have interior area (s) for hardware and documentation/instructions that is self-contained and secure from public access. M

1.5 SSTs must be capable of withstanding heavy and continuous use in an unattended environment. M

1.6 SSTs must meet customer ergonomic standards. M

1.7

SSTs must meet or have State approved plan for ADA compliance for both the:

ADA Standards for Accessible Design Section 508 of the Rehabilitation Act (Required when purchasing or deploying a kiosk for Government entities)

M

1.8 SSTs cannot display company names or logos except for those of MDOS & authorized credit card companies, unless otherwise agreed upon by MDOS. M

1.90 SST signage must not deteriorate during the term of the Contract. If deterioration exists, signage must be replaced at no cost to MDOS. M

Item # General SST Functionality Mandatory /Desired

2.1 Transactions should be designed so additional languages can be added easily D

2.2 SSTs should allow for multilingual solutions. Initial language must be English D

2.3 SSTs should allow for multilingual solutions. Including:

Spanish Arabic

D

24 The SST must be capable of printing receipts, registration tabs for 2 or more years, documentation requested in a transaction etc. M

2.5 The SST must be capable of audio with adjustable volume control including mute. M

Item # SST User Interface/Display Mandatory

3.1 MDOS must approve that the SSTs are intuitive and customer-friendly in order to avoid customer frustration and minimize the need for assistance or intervention from MDOS staff. M

3.2 SSTs must be easy to use for customers who are unfamiliar with computers. M

3.3 SSTs must have a screen saver that will be activated when the SST is unattended for a specified amount of time. MDOS must approve the screen saver prior to implementation. M

3.4 The display monitor must be designed to eliminate distortion and be treated to minimize reflection and glare. M

3.5 All SST screens must use Michigan branding approved by MDOS. Including but not limited to screen flow, format, verbiage and images. M

3.6 The customer must be able to enter information via keyboard or virtual keyboard. M

3.7 The customer must have the option to scan the barcode on MDOS issued documents to begin their transaction. If the barcode scanner is used, the application must use the information retrieved to populate pertinent information.

3.8 All interface design elements must be approved by MDOS prior to implementation. M

3.9 The SST application must include instructions (help screens) to the customer which are clear and to the point and approved by MDOS. M

3.10 SST screens must not scroll unless approved by MDOS. M

3.11 Transaction Processing Messages: Must be used to communicate with the customer when the SST is busy or processing. These messages must be approved by MDOS. Example:

"Please wait while we process your transaction"

M

3.12 Transaction Error Messages: Must be used to communicate with the customer when the SST malfunctions/errors. These messages must be approved by MDOS. Example:

"Please use manual data entry option"

M

3.13 The SST application must prompt the customer via screen messages and visual location indicators during key steps of the transaction. These messages must be approved by MDOS. Example:

"Please insert your credit card"

M

3.14 The SST must provide notice of any fees included in transactions and allow the customer to accept and continue or give options for additional places to process the transaction without the fee. M

3.15 The SST must require the customer to pay fees for their transaction prior to any documents being dispensed from the SST. M

3.16 All changes to fee percentages or amounts must be approved by MDOS prior to deployment. M

3.17 All printed documents and receipts produced by the SSTs must be approved by MDOS. M

Item # Monitoring and Support Mandatory

4.1 The SSTs must be monitored 24 hours a day, 7 days a week, 365 days a year. M

4.2 The SST must be capable of producing real-time electronic reports for all SST transactions during normal business hours without interruption or affecting the system's performance. The reports must be accessible to MDOS.

M

4.3 SSTs must have the capability to determine when specific MDOS transactions are not available and activate/deactivate the appropriate transactions and associated messages. M

4.4

SST must be capable of automatically disabling a transaction or payment option or automatically disable the entire application if a maintenance issue would prevent a customer from successful operation of that transaction or feature. Appropriate messages must be presented to the customer. Example:

"Under Maintenance" All messages must be approved by MDOS.

M

4.5 Contractor must provide process and corrective action documentation as to how its solution will provide best efforts to prevent a customer from paying for a single transaction more than once. M

4.6 SST must monitor it's own health state and identify any component failures. The SST must alert the SST provider that there is a failure. The SST provider will then respond and correct within the SLA timeframe.

M

4.7 Each SST must be capable of remote management capabilities for monitoring, diagnostics, error resolution, application and software updates and upgrades, rebooting and controlling the remote SST from a central location.

M

4.8

Each SST must be monitored by a central location that will report SST availability, status, and state of health (including System errors such as paper jams, printer out of order, out of stock etc.) Each SST will have the capability of reporting this information, along with current operational status to the proposed central monitoring solution in real time.

M

4.9 The SST central monitoring location will have the ability to provide reports to MDOS via e-mail. M

4.10 The SST central monitoring location must provide receipt of all requests within 30 minutes and must ensure that a service representative is on-site within 4 hours for the lower peninsula and 8 hours for the upper peninsula of the initial call during agreed upon hours.

M

4.11 The SST central monitoring location must be capable of logging all dates and times needed to calculate average response time without affecting application performance. M

4.12 SSTs must be able to provide real time reporting and auditing in a platform that is easily accessible and can be displayed on a dashboard format. M

Item # Training Mandatory

5.1 SST vendor will coordinate with MDOS to establish a training schedule which coincides with installation schedule. M

5.2 Training in use of the SSTs must be provided to MDOS at a time determined by MDOS. Multiple sessions may be required in various areas of the State. D

5.3 Training and materials for both transaction and branch processes must be provided for the SST system. M

Item # Testing Mandatory

6.1 MDOS must perform User Acceptance testing and the system must be approved through MDOS prior to deployment. M

6.2 All changes (Hardware, Firmware and Software) to the SST or central system shall be required to pass MDOS User Acceptance Testing and approval prior to deployment. M

6.3 All changes to the application must be migrated through the development and test systems prior to deployment into production on the SSTs. M

6.4 All production and non-production defects must be communicated to MDOS in a manner that will best facilitate recording, prioritization and reporting. M

Item # Payment Processing Mandatory

7.1 The vendor will provide all credit/debit card readers M

7.2 SSTs must be modular and accept Credit Cards and or Cash. MDOS will determine which methods of processing each SST will provide. M

7.3 SSTs that MDOS determines will process transactions with cash will be provided with the cash module and cash bill acceptors and dispensers or cash bill recyclers capable of high volume retail applications. M

7.4 SSTs designated to accept and dispense currency must verify that the currency is neither counterfeit nor foreign currency. SSTs must provide a message to customers when counterfeit/foreign currency is detected by the cash acceptor. MDOS must approve all messaging.

M

7.5 The SST application must display a "running total" of the amount of currency being deposited and display the total amount accepted as well as any change to the customer. M

7.6 The cash acceptor must be capable of accepting, validating and stacking US currency bills in denominations of $1, $2, $5, $10, $20, $50 and $100. M

7.7 The currency acceptor must not accept additional currency once the amount deposited meets the total amount due. M

7.8 The currency acceptor must allow customers to pay a transaction without requiring exact change. M

7.9 The SSTs designated to accept currency must have a coin change dispenser that is capable of dispensing pennies, nickels, dimes, and quarters. M

7.10 Removed M

7.11 The SSTs that are designated to accept currency must have a notification system that is capable of alerting Contractor staff when a currency dispenser is low on currency. M

7.12 SSTs must have the capability of disabling the cash option from service when there is insufficient currency to dispense or is otherwise malfunctioning while continuing to allow other forms of payment. M

7.13 SSTs must be configured to only allow 1 form of payment to be accepted for any transaction. Customers must be notified of this prior to processing transactions. M

7.14 The currency dispenser must make change from the remaining available currency from the highest to lowest denomination. M

7.15 Contractor will be responsible for contracting an Armored Car service for emptying and restocking of currency in SSTs in locations where Contractor and State have mutually agreed to offer cash services. M

7.16 Currency will be deposited in Contractor’s account and transferred by ACH to MDOS net of fees. D

7.17 The vendor must provide all credit card payment processing and connections that are PCI certified. M

7.18 The vendor must provide documentation of all transactions processed and any information MDOS requires to be capable of answering customer questions. Example: Type of Payment used, Customer Identifier, CC confirmation # etc.

M

7.19 The SST must return any currency accepted or credit card charge for the amount of any transactions that have been purchased but are unable to process. M

Item # System Requirements and Specifications Mandatory

8.1 The vendor must provide system architecture that is scalable and designed to accommodate changes easily. M

8.2 The SST must integrate with MDOS's platform. M

8.3 The vendor must provide a history of working with FAST Enterprises on SST projects within other states in the United States. M

8.4 Vendor must provide history of implementing SST programs in multiple states within the United States. M

8.5 Vendor must provide all installation of network, cables, power cables and services. M

8.6 The SST must be configurable in design to allow for additional transactions to be added at a later date. M

8.7 The SST vendor is responsible for all back-up and recovery of SSTs. M

8.8 All MDOS approved system updates will be at the sole responsibility of the vendor. M

8.9 The system shall follow proper and secure design and coding standards. M

8.10 The system must be capable of continuous operation 24 hours a day. M

8.11 The vendor must provide all consumables for the SSTs to MDOS specification. M

8.12 The vendor must maintain all consumables in all SSTs and have no need for MDOS staff to fill consumables. M

8.13 The vendor will be responsible for all on-site and preventative maintenance as well as break fix including labor, parts, travel, upgrades, shipping, hardware, software etc. M

8.14 The vendor will be responsible for all maintenance being performed in a way the SSTs are capable of continuous uninterrupted operation. M

8.15 The vendor will provide all new manufactured and in good working order equipment. The vendor will continue to maintain this equipment or exchange it for newer/working equipment. M

8.16 Any software maintenance to restore services shall be completed by the vendor. M

8.17 The vendor must ensure each SST is performing at an effectiveness level of 95% or better during any 30 day period. The 95% does not include scheduled maintenance MDOS has already been made aware of and approved.

M

8.18 The SST must have the capacity to dispense, at a minimum, one days' quantity of the motor vehicle documents without restocking. M

Item # Installation Specifications Mandatory

9.1 The vendor is responsible for supplying all network to the SST.