200000000047.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 5 to

Contract Number MA200000000047

C O

N

TR

AC

TO

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U.S. Bank National Association

901 Marquette Ave, Suite 1800

Minneapolis MN 55402

Samy Kayser

612-436-6553

Samyukta.kayser@usbank.com

CV0014056

ST

AT

E

Pr og ra m

M an ag er

Marsha Stansfield DTMB

517-241-5521 stansfieldm@Michigan.gov

C on tr ac t Ad m in is tr at or Emily Massa DTMB

(517) 897-7321 massae@michigan.gov

CONTRACT SUMMARY

Statewide Procurement Card

INITIAL EFFECTIVE DATE

November 1, 2019

INITIAL EXPIRATION DATE

April 30, 2025

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE BEFORE

June 30, 2026

PAYMENT TERMS

Net 45 days

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

1 Year

EXTENSION LENGTH OF EXTENSION

REVISED EXP. DATE

June 30, 2027

CURRENT VALUE

$570,000,000.00

VALUE OF CHANGE NOTICE

$60,000,000.00

ESTIMATED AGGREGATE CONTRACT VALUE

$630,000,000.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective April 15, 2026, this contract is utilizing 1 option year and adding $60,000,000.00. The new expiration date is June 30, 2027.

All prior references to ADA, Accessibility, and/or WCAG 2.0 are replaced and superseded with the following language:

Accessibility Requirements: The State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted standards and procedures regarding accessibility requirements for websites, applications, content, and electronic documents. Due to a change in the law, the State is required to comply with specific accessibility standards for websites, applications, content and documents.

Starting 4/24/2026, throughout the Term, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract, must comply with WCAG 2.1 Level AA.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on April 14, 2026.

STATE OF MICHIGAN

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

Statewide Procurement Card

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 1, 2019 April 30, 2025 5 - 12 Months April 30, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

901 Marquette Ave, Suite 1800

Minneapolis MN 55402

Samy Kayser

612-436-6553

Samyukta.kayser@usbank.com

CV0014056

U.S. BANK

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517-241-5521 stansfieldm@Michigan.gov

Valerie Hiltz

5172490459

DTMB

Marsha Stansfield DTMB hiltzv@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45 days

Change Notice Number 4

Contract Number MA200000000047 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 June 30, 2026

$370,000,000.00 $200,000,000.00 $570,000,000.00

DESCRIPTION

Effective December 18, 2024, this contract is exercising one option year and correcting the expiration date to reflect the expiration date as revised in Change Notice #2. The new expiration date is 6/30/2026.

The contract is also adding funding in the amount of $200,000,000.00.

All other terms, conditions, specifications and pricing remain the same per agreement by the Contractor and DTMB, the DTMB Central Procurement Services office and as approved by the State Administrative Board on December 17, 2024.

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 3 to 200000000047Contract Number stansfieldm@Michigan.gov

Marsha Stansfield

Joy Nakfoor samyukta.kayser@usbank.com

Samy Kayser

Minneapolis, MN 55402

U.S. BANK

CV0014056

612-436-6553

901 Marquette Ave, Suite 1800

(517) 249-0481

STA

TE

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-241-5521

DTMB

nakfoorj@michigan.gov

$370,000,000.00

November 1, 2019 April 30, 2025

STATEWIDE PROCUREMENT CARD

April 30, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

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

☐ ☐ April 30, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $370,000,000.00

Effective August 17, 2021, Schedules B and C on this contract are hereby updated, per the revised Attachment.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

DTMB

CN 1 – 200000000047 1

CN 3 - SCHEDULE B

PRICING MATRIX

CN 1 – 200000000047 2

CN 1 – 200000000047 3

Corporate Travel Card

Feature Fee General

Annual Card Fee No Fee Delinquency Fees:

Fee assessed on the entire past due amount if full balance is not paid by the due date Fee assessed each subsequent cycle on the entire past due amount

No Fee

0.7%

Interest Charges No Fee Cash Advance Fee 2.5% (minimum $2.00) Convenience Check Fee 2.5% (minimum $2.00) Convenience Check Stop Payment Fee $15.00 Convenience Check Copy Fee $2.00 Returned Convenience Check Fee $15.00 Statement Copy $5.00 per statement Draft/Receipt Copy No Fee Replacement Card Fee No Fee Expedited Delivery Fee No Fee Non-Sufficient Funds Fee (Return Payment Fee) $15.00 Foreign Currency Fee (if applicable) 1% per transaction

Benefits Travel Accident Insurance: $500,000 coverage No Fee Auto Rental Insurance No Fee Mastercard Liability Insurance: $100,000 coverage No Fee Lost Luggage Insurance: Maximum $1,250; not to exceed common carrier reimbursement

No Fee

Other Implementation and Training Cost No Fee Access Online No Fee Custom Mapping Fee based upon scope of service Logo Setup Fee No Fee Customized Plastic:

Three custom plastics are waived for the State. For political subdivisions, there would be the following fees:

Quantity of less than 2,000 cards Quantity of more than 2,000 cards; or specialty printing needs

(minimum of 1,000 cards)

$2,000

$5,000

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Purchasing Card

General

Annual Card Fee No Fee Delinquency Fees:

Fee assessed on the entire past due amount if full balance is not paid by the due date

Interest Charges No Fee Cash Advance Fee 2.5% (minimum $2.00) Convenience Check Fee 2.5% (minimum $2.00) Convenience Check Stop Payment Fee $15.00 Convenience Check Copy Fee $2.00 Returned Convenience Check Fee $15.00 Statement Copy $5.00 per additional statement Draft/Receipt Copy No Fee Replacement Card Fee No Fee Expedited Delivery Fee No Fee Non-Sufficient Funds Fee (Return Payment Fee) $15.00 per occurrence Foreign Transaction Fee (if applicable) 1% per transaction

Other Implementation and Training Cost No Fee Access Online No Fee Electronic Attachments (receipt imaging) Annual Fee $3.00 per user Custom Mapping Fee based upon scope of service Logo Setup Fee No Fee Customized Plastic:

Three custom plastics are waived for the State. For political subdivisions, there would be the following fees:

Quantity of less than 2,000 cards

CN 1 – 200000000047 5

One Card Accounts

General Annual Card Fee No Fee Delinquency Fees:

Fee assessed on the entire past due amount if full balance is not paid by the due date

Interest Charges No Fee Cash Advance Fee 2.5% (minimum $2.00) Convenience Check Fee 2.5% (minimum $2.00) Convenience Check Stop Payment Fee $15.00 Convenience Check Copy Fee $2.00 Returned Convenience Check Fee $15.00 Statement Copy $5.00 per additional statement Draft/Receipt Copy No Fee Replacement Card Fee No Fee Expedited Delivery Fee No Fee Non-Sufficient Funds Fee (Return Payment Fee) $15.00 per occurrence Foreign Transaction Fee (if applicable) 1% per transaction

Other Implementation and Training Cost No Fee Access Online No Fee Electronic Attachments (receipt imaging) Annual Fee $3.00 per user Custom Mapping Fee based upon scope of service Logo Setup Fee No Fee Customized Plastic:

Three custom plastics are waived for the State. For political subdivisions, there would be the following fees:

Quantity of less than 2,000 cards

CN 1 – 200000000047 6

SCHEDULE C

U.S. BANK

COMMERCIAL ACCOUNT AGREEMENT FOR THE STATE OF MICHIGAN

This United States Commercial Account Agreement (“Agreement”) is between Legal Entity Name of Customer a [State] [Government Organization] (“Customer”) and U.S. Bank National Association (“U.S.

Bank”). This Agreement is effective upon signing by U.S. Bank (“Effective Date”).

Recitals

1. U.S. Bank is an authorized issuing member of certain card associations for the provision of commercial charge accounts;

2. U.S. Bank, in its own capacity or through its affiliates, offers commercial charge accounts and services in the United States, called the Commercial Account Program (“Program”); and

3. Customer desires to utilize the Program.

Now, therefore, for and in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer and U.S. Bank agree to the following:

1. Product Selection.

Product Selection Minimum Annual Charge

Number of Account holders Corporate Accounts $_________________________________ _________________________________ One Card™ Accounts $_________________________________ _________________________________ Purchase Accounts $_________________________________ _________________________________

One Card Optional Enhancements1 Minimum Annual Charge

Product Central billing accounts $_________________________________ One Card Purchase Corporate Managed Spend card $_________________________________ One Card Purchase Corporate

2. Rebate. An Entity may earn a rebate for the products selected in section 1 (Product Selection) above.

2.1. Conditions. To be eligible for and to retain a rebate, Entity must: (i) satisfy all requirements in Table A; (ii) complete the Agreement Year in which a rebate is earned; and (iii) complete the Agreement Term. If Entity fails to satisfy all requirements of this section, (i) U.S. Bank may retain and will not be required to pay Entity a rebate payment; and (ii) US Bank will invoice the State pursuant to the Contract Terms for any outstanding amounts due to US Bank related to Charge-offs and rebates.

Table A Requirements

Corporate Accounts, One Card Accounts & Purchase Accounts

File Turn Day Payment Performance ≤ 45 Aggregate Net Annual Charge Volume ≥ $10,000,000.00 Minimum Rebate Earned ≥ $100.00

2.2. Rebate Calculation. If an Entity satisfies all requirements in an Agreement Year, U.S. Bank will calculate a rebate for that Entity in the same Agreement Year as follows:

(a) U.S. Bank will multiply the Net Annual Charge Volume by the applicable percentage on

Table B (Performance Percentage) of section 3.

1 U.S. Bank may suspend or terminate access to Optional Enhancements if U.S. Bank, in its sole discretion, determines that continued access presents a risk of loss or liability to U.S. Bank or Customer.

CN 1 – 200000000047 7

(b) U.S. Bank will multiply the Discount Volume by the applicable percentage on Table B (Performance Percentage) of section 3.

(c) U.S. Bank will multiply the Net Annual Charge Volume by the applicable percentage on Table C (Aggregate Net Annual Charge Volume Percentage) of section 3.

(d) U.S. Bank will multiply the Discount Volume by the applicable percentage on Table D (Discount Volume Percentage) of section 3.

(e) U.S. Bank will add the amounts arrived at in sections 2.2.(a)-(d) to arrive at Entity’s gross rebate for the Agreement Year.

(f) U.S. Bank will apply Charge-off Adjustments and remedies, if any, to the gross rebate to arrive at Entity’s net rebate for the Agreement Year.

2.3. Payment. U.S. Bank will send Entity’s net rebate within 90 days after the completion of the applicable Agreement Year. U.S. Bank will send Entity’s final net rebate within 90 days after Entity satisfies all USCAA Obligations and provides written instruction to U.S. Bank to close all Accounts. U.S. Bank may retain and will not be required to pay Entity rebate payments less than $100.00. U.S. Bank will not carry forward any rebate payment less than $100.00. Upon termination of the Contract by Customer after expiration of the initial Agreement Term (or during the initial Agreement Term if the State terminates the Contract for Cause pursuant to State of Michigan Contract No 200000000047), U.S. Bank will provide a pro-rata rebate within 90 days of final payment on USCAA Obligations incurred by all Entities subject to the terms of this Contract, if all other requirements are met.

3. Rebate Tables.

Table B

Performance Percentage

File Turn Days Payment

Performance

Performance Percentage

File Turn Days Payment

Performance

Performance Percentage

File Turn Days Payment

Performance

Performance Percentage

45 0.0000% 29 0.0800% 13 0.1600% 44 0.0050% 28 0.0850% 12 0.1650% 43 0.0100% 27 0.0900% 11 0.1700% 42 0.0150% 26 0.0950% 10 0.1750% 41 0.0200% 25 0.1000% 9 0.1800% 40 0.0250% 24 0.1050% 8 0.1850% 39 0.0300% 23 0.1100% 7 0.1900% 38 0.0350% 22 0.1150% 6 0.1950% 37 0.0400% 21 0.1200% 5 0.2000% 36 0.0450% 20 0.1250% 4 0.2050% 35 0.0500% 19 0.1300% 3 0.2100% 34 0.0550% 18 0.1350% 2 0.2150% 33 0.0600% 17 0.1400% 1 0.2200% 32 0.0650% 16 0.1450% 0 0.2250% 31 0.0700% 15 0.1500% 30 0.0750% 14 0.1550%

Table C

Net Annual Charge Volume Percentage

Aggregate Net Annual Charge

Volume Percentage

CN 1 – 200000000047 8

$10,000,000.00 1.5100% $20,000,000.00 1.7050% $30,000,000.00 1.8400% $40,000,000.00 1.9300% $50,000,000.00 1.9950% $60,000,000.00 2.0050% $70,000,000.00 2.0200% $80,000,000.00 2.0300% $90,000,000.00 2.0400% $100,000,000.00 2.0650% $125,000,000.00 2.0750% $150,000,000.00 2.0850% $175,000,000.00 2.0900% $200,000,000.00 2.1000%

Table D

Discount Volume Percentage 0.9000%

4. Rebate Payment Registration. Customer shall register for ACH payments in the manner prescribed by U.S. Bank. U.S. Bank will not make any rebate payments until Customer has registered for ACH. If Customer fails to register for ACH by the completion of the first Agreement Year, Customer forfeits any payment for that Agreement Year and any subsequent Agreement Years in which Customer fails to register for ACH. Customer designates the following person to register Customer for ACH:

Rebate Payment Registration

a) Authorized Person’s Name

b) Authorized Person’s Email Address

5. Interchange Rate. U.S. Bank may modify the current rebates if existing interchange rates or programs are modified or new interchange rates or programs are developed; provided however that any such change must be incorporated into the Contract pursuant to a Change Notice.

6. Fees. U.S. Bank may charge Customer the fees set forth below. Failure of U.S. Bank to apply any fee set forth in this Agreement at any time does not preclude U.S. Bank from ever applying such fee. U.S.

Bank may modify the Foreign Transaction Fee upon 90 days prior written notice to Customer; provided however that any such modification must be incorporated into the Contract pursuant to a Change Notice.

FEES

Description Fee

Annual Card Fee $0.00

Delinquency Fee Not paid by due date on the entire past due balance Not paid by each subsequent Billing Cycle on the entire past due balance

0.0%

0.7 %

Electronic Attachment Utility $3.00, annually per Account

CN 1 – 200000000047 9

Expedited Card Delivery Fee $0.00, per delivery

Expense Management Fee $40.00 annually, per Account

Foreign Transaction Fee 1.0%

Logo Setup Fee $0.00

Non-Sufficient Funds Fee (Return Payment Fee) $15.00, per occurrence

Statements Statement copy fee Paper Statement fee Draft copy fee

$5.00, per copy

$0.00, per copy

7. Governing Law and Venue. The laws of the state in which Customer resides and applicable federal laws and regulations of the United States, apply to any dispute arising out of this Agreement, its subject matter, or its formation. The parties shall bring any dispute or claim arising out of or related to this Agreement before a state or federal court in the city of Lansing, Michigan.

8. Incorporation. The following are incorporated herein by reference as if set forth at length:

8.1 Recitals.

8.2. Exhibit A – Commercial Account Agreement Terms and Conditions.

Revised 6/2018

CONTRACT CHANGE NOTICE

Change Notice Number 2 .

to Contract Number 200000000047.

C U

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R US Bank National Association

901 Marquette Ave, Suite 1800

Minneapolis, MN 55402

Samy Kayser

612-436-6553 samyukta.kayser@usbank.com

CV0050176

STATE CONTACTS

Pr og an ag er Marsha Stansfield DTMB

C on tra ct

Ad in is tra to r Joy Nakfoor DTMB

517-241-5521 517-249-0481 stansfieldm@michigan.gov nakfoorj@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: STATEWIDE PROCUREMENT CARD

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

Nov, 1, 2019 April 30, 2025 5-1 year April 30, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Direct Voucher (DV) ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☐ ☐ June 30, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$370,000,000.00 $0.00 $370,000,000.00 DESCRIPTION: Effective April 27, 2020, the Go-Live date for this contract is updated to July 1, 2020 and revised contract expiration date is June 30, 2025. The Contractor is also changed from US Bank National Association (CV0050176) to U.S. Bank (CV0014056).

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

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget – Central Procurement 525 W. Allegan St, Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

N

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A C

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U.S. Bank National Association

901 Marquette Ave, Suite 1800

Minneapolis, MN 55402

Samy Kayser

612-436-6553 samyukta.kayser@usbank.com

CV0014056

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 200000000047Contract Number stansfieldm@michigan.gov

Marsha Stansfield

Joy Nakfoor samyukta.kayser@usbank.com

Sammy Kayser

Minneapolis, MN 55402

US BANK NATIONAL ASSOCIATION

CV0050176

612-436-6553

901 Marquette Ave, Suite 1800

(517) 249-0481 S T A T E

P ro g a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

517-241-5521

DTMB

nakfoorj@michigan.gov

$370,000,000.00

November 1, 2019 April 30, 2025

STATEWIDE PROCUREMENT CARD

April 30, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

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

☐ ☐ April 30, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $370,000,000.00

Effective January 6, 2020, the following amendment is hereby incorporated into the contract:

1. One Card™ is added to the contract, under Schedule A, 10.1 Products and Services,

2. Schedule B - Pricing is updated to add One Card Accounts fee table information, and

3. Schedule C - U.S. Bank Commercial Account Agreement and Terms and Conditions is updated to add One Card, specifically to sections 1. Product Selection, 2.1 Conditions - Table A Requirements

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CN 1 – 200000000047 1

SCHEDULE B

PRICING MATRIX

1. Any fees associated with Contractor’s program for which the State will be liable (i.e. custom reports, interface creation, data file download) have been identified.

2. Any fees associated with database technology for additional services provided by the Contractor have been identified.

3. Any additional costs for additional products and services related to program enhancements have been identified.

4. The Contractor will pay the State a rebate based on the annual charge volume (including MiDeal participation) combined with cycle dates and timing of Contractor’s receipt of payment. The rebate schedule is provided below.

5. Revenue and incentive rates must be calculated on the total cumulative spend for all entities participating in this cooperative program and must be proportionately allocated.

CN 1 – 200000000047 2

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Corporate Travel Card

General

Annual Card Fee No Fee Delinquency Fees:

Fee assessed on the entire past due amount if full balance is not paid by the due date

2.5% (minimum $2.00)

Interest Charges No Fee Cash Advance Fee 2.5% (minimum $2.00) Convenience Check Fee 2.5% (minimum $2.00) Convenience Check Stop Payment Fee $15.00 Convenience Check Copy Fee $2.00 Returned Convenience Check Fee $15.00 Statement Copy $9.00 per statement Draft/Receipt Copy No Fee Replacement Card Fee No Fee Expedited Delivery Fee No Fee Non-Sufficient Funds Fee (Return Payment Fee) $15.00 Foreign Currency Fee (if applicable) 1% per transaction

Benefits Travel Accident Insurance: $500,000 coverage No Fee Auto Rental Insurance No Fee Mastercard Liability Insurance: $100,000 coverage No Fee Lost Luggage Insurance: Maximum $1,250; not to exceed common carrier reimbursement

No Fee

Other Implementation and Training Cost No Fee Access Online No Fee Custom Mapping Fee based upon scope of service Logo Setup Fee No Fee Customized Plastic:

Three custom plastics are waived for the State. For political subdivisions, there would be the following fees:

Quantity of less than 2,000 cards

CN 1 – 200000000047 4

Purchasing Card

General

Annual Card Fee No Fee Delinquency Fees:

Fee assessed on the entire past due amount if full balance is not paid by the due date

Interest Charges No Fee Cash Advance Fee 2.5% (minimum $2.00) Convenience Check Fee 2.5% (minimum $2.00) Convenience Check Stop Payment Fee $15.00 Convenience Check Copy Fee $2.00 Returned Convenience Check Fee $15.00 Statement Copy $9.00 per additional statement Draft/Receipt Copy No Fee Replacement Card Fee No Fee Expedited Delivery Fee No Fee Non-Sufficient Funds Fee (Return Payment Fee) $15.00 per occurrence Foreign Transaction Fee (if applicable) 1% per transaction

Other Implementation and Training Cost No Fee Access Online No Fee Electronic Attachments (receipt imaging) Annual Fee $3.00 per user Custom Mapping Fee based upon scope of service Logo Setup Fee No Fee Customized Plastic:

Three custom plastics are waived for the State. For political subdivisions, there would be the following fees:

Quantity of less than 2,000 cards

CN 1 – 200000000047 5

One Card Accounts

General Annual Card Fee No Fee Delinquency Fees:

Fee assessed on the entire past due amount if full balance is not paid by the due date

Interest Charges No Fee Cash Advance Fee 2.5% (minimum $2.00) Convenience Check Fee 2.5% (minimum $2.00) Convenience Check Stop Payment Fee $15.00 Convenience Check Copy Fee $2.00 Returned Convenience Check Fee $15.00 Statement Copy $9.00 per additional statement Draft/Receipt Copy No Fee Replacement Card Fee No Fee Expedited Delivery Fee No Fee Non-Sufficient Funds Fee (Return Payment Fee) $15.00 per occurrence Foreign Transaction Fee (if applicable) 1% per transaction

Other Implementation and Training Cost No Fee Access Online No Fee Electronic Attachments (receipt imaging) Annual Fee $3.00 per user Custom Mapping Fee based upon scope of service Logo Setup Fee No Fee Customized Plastic:

Three custom plastics are waived for the State. For political subdivisions, there would be the following fees:

Quantity of less than 2,000 cards

CN 1 – 200000000047 6

SCHEDULE C

U.S. BANK

COMMERCIAL ACCOUNT AGREEMENT FOR THE STATE OF MICHIGAN

This United States Commercial Account Agreement (“Agreement”) is between Legal Entity Name of Customer a [State] [Government Organization] (“Customer”) and U.S. Bank National Association (“U.S.

Bank”). This Agreement is effective upon signing by U.S. Bank (“Effective Date”).

Recitals

1. U.S. Bank is an authorized issuing member of certain card associations for the provision of commercial charge accounts;

2. U.S. Bank, in its own capacity or through its affiliates, offers commercial charge accounts and services in the United States, called the Commercial Account Program (“Program”); and

3. Customer desires to utilize the Program.

Now, therefore, for and in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer and U.S. Bank agree to the following:

1. Product Selection.

Product Selection Minimum Annual Charge

Number of Account holders Corporate Accounts $_________________________________ _________________________________ One Card™ Accounts $_________________________________ _________________________________ Purchase Accounts $_________________________________ _________________________________

One Card Optional Enhancements1 Minimum Annual Charge

Product Central billing accounts $_________________________________ One Card Purchase Corporate Managed Spend card $_________________________________ One Card Purchase Corporate

2. Rebate. An Entity may earn a rebate for the products selected in section 1 (Product Selection) above.

2.1. Conditions. To be eligible for and to retain a rebate, Entity must: (i) satisfy all requirements in Table A; (ii) complete the Agreement Year in which a rebate is earned; and (iii) complete the Agreement Term. If Entity fails to satisfy all requirements of this section, (i) U.S. Bank may retain and will not be required to pay Entity a rebate payment; and (ii) US Bank will invoice the State pursuant to the Contract Terms for any outstanding amounts due to US Bank related to Charge-offs and rebates.

Table A Requirements

Corporate Accounts, One Card Accounts & Purchase Accounts

File Turn Day Payment Performance ≤ 45 Aggregate Net Annual Charge Volume ≥ $10,000,000.00 Minimum Rebate Earned ≥ $100.00

2.2. Rebate Calculation. If an Entity satisfies all requirements in an Agreement Year, U.S. Bank will calculate a rebate for that Entity in the same Agreement Year as follows:

(a) U.S. Bank will multiply the Net Annual Charge Volume by the applicable percentage on

Table B (Performance Percentage) of section 3.

1 U.S. Bank may suspend or terminate access to Optional Enhancements if U.S. Bank, in its sole discretion, determines that continued access presents a risk of loss or liability to U.S. Bank or Customer.

CN 1 – 200000000047 7

(b) U.S. Bank will multiply the Discount Volume by the applicable percentage on Table B (Performance Percentage) of section 3.

(c) U.S. Bank will multiply the Net Annual Charge Volume by the applicable percentage on Table C (Aggregate Net Annual Charge Volume Percentage) of section 3.

(d) U.S. Bank will multiply the Discount Volume by the applicable percentage on Table D (Discount Volume Percentage) of section 3.

(e) U.S. Bank will add the amounts arrived at in sections 2.2.(a)-(d) to arrive at Entity’s gross rebate for the Agreement Year.

(f) U.S. Bank will apply Charge-off Adjustments and remedies, if any, to the gross rebate to arrive at Entity’s net rebate for the Agreement Year.

2.3. Payment. U.S. Bank will send Entity’s net rebate within 90 days after the completion of the applicable Agreement Year. U.S. Bank will send Entity’s final net rebate within 90 days after Entity satisfies all USCAA Obligations and provides written instruction to U.S. Bank to close all Accounts. U.S. Bank may retain and will not be required to pay Entity rebate payments less than $100.00. U.S. Bank will not carry forward any rebate payment less than $100.00. Upon termination of the Contract by Customer after expiration of the initial Agreement Term (or during the initial Agreement Term if the State terminates the Contract for Cause pursuant to State of Michigan Contract No 200000000047), U.S. Bank will provide a pro-rata rebate within 90 days of final payment on USCAA Obligations incurred by all Entities subject to the terms of this Contract, if all other requirements are met.

3. Rebate Tables.

Table B

Performance Percentage

File Turn Days Payment

Performance

Performance Percentage

File Turn Days Payment

Performance

Performance Percentage

File Turn Days Payment

Performance

Performance Percentage

45 0.0000% 29 0.0800% 13 0.1600% 44 0.0050% 28 0.0850% 12 0.1650% 43 0.0100% 27 0.0900% 11 0.1700% 42 0.0150% 26 0.0950% 10 0.1750% 41 0.0200% 25 0.1000% 9 0.1800% 40 0.0250% 24 0.1050% 8 0.1850% 39 0.0300% 23 0.1100% 7 0.1900% 38 0.0350% 22 0.1150% 6 0.1950% 37 0.0400% 21 0.1200% 5 0.2000% 36 0.0450% 20 0.1250% 4 0.2050% 35 0.0500% 19 0.1300% 3 0.2100% 34 0.0550% 18 0.1350% 2 0.2150% 33 0.0600% 17 0.1400% 1 0.2200% 32 0.0650% 16 0.1450% 0 0.2250% 31 0.0700% 15 0.1500% 30 0.0750% 14 0.1550%

Table C

Net Annual Charge Volume Percentage

Aggregate Net Annual Charge

Volume Percentage

CN 1 – 200000000047 8

$10,000,000.00 1.5100% $20,000,000.00 1.7050% $30,000,000.00 1.8400% $40,000,000.00 1.9300% $50,000,000.00 1.9950% $60,000,000.00 2.0050% $70,000,000.00 2.0200% $80,000,000.00 2.0300% $90,000,000.00 2.0400%

$100,000,000.00 2.0650% $125,000,000.00 2.0750% $150,000,000.00 2.0850% $175,000,000.00 2.0900% $200,000,000.00 2.1000%

Table D

Discount Volume Percentage 0.9000%

4. Rebate Payment Registration. Customer shall register for ACH payments in the manner prescribed by U.S. Bank. U.S. Bank will not make any rebate payments until Customer has registered for ACH. If Customer fails to register for ACH by the completion of the first Agreement Year, Customer forfeits any payment for that Agreement Year and any subsequent Agreement Years in which Customer fails to register for ACH. Customer designates the following person to register Customer for ACH:

Rebate Payment Registration

a) Authorized Person’s Name

b) Authorized Person’s Email Address

5. Interchange Rate. U.S. Bank may modify the current rebates if existing interchange rates or programs are modified or new interchange rates or programs are developed; provided however that any such change must be incorporated into the Contract pursuant to a Change Notice.

6. Fees. U.S. Bank may charge Customer the fees set forth below. Failure of U.S. Bank to apply any fee set forth in this Agreement at any time does not preclude U.S. Bank from ever applying such fee. U.S.

Bank may modify the Foreign Transaction Fee upon 90 days prior written notice to Customer; provided however that any such modification must be incorporated into the Contract pursuant to a Change Notice.

FEES

Description Fee

Annual Card Fee $0.00

Delinquency Fee Not paid by due date on the entire past due balance Not paid by each subsequent Billing Cycle on the entire past due balance

0.7 %

Electronic Attachment Utility $3.00, annually per Account

CN 1 – 200000000047 9

Expedited Card Delivery Fee $0.00, per delivery

Expense Management Fee $40.00 annually, per Account

Foreign Transaction Fee 1.0%

Logo Setup Fee $0.00

Non-Sufficient Funds Fee (Return Payment Fee) $15.00, per occurrence

Statements Statement copy fee Paper Statement fee Draft copy fee

$0.00, per copy

7. Governing Law and Venue. The laws of the state in which Customer resides and applicable federal laws and regulations of the United States, apply to any dispute arising out of this Agreement, its subject matter, or its formation. The parties shall bring any dispute or claim arising out of or related to this Agreement before a state or federal court in the city of Lansing, Michigan.

8. Incorporation. The following are incorporated herein by reference as if set forth at length:

8.1 Recitals.

8.2. Exhibit A – Commercial Account Agreement Terms and Conditions.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 200000000047 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

US Bank National Association

ST

A

TE

Pr og an ag er Marsha Stansfield DTMB

901 Marquette Ave, Suite 1800 517-241-5521

Minneapolis, MN 55402 stansfieldm@michigan.gov

Samy Kayser

C on tra ct

Ad in is tra to r Joy Nakfoor DTMB

612-436-6553 517-249-0481

Samyukta.kayser@usbank.com nakfoorj@michigan.gov

CV0050176

DESCRIPTION: Statewide Procurement Card

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

Nov 1, 2019 April 30, 2025 5 – 1 year

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

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded on the basis of our inquiring RFP No.

190000000677. Orders for delivery will be issued directly by Departments through the issuance of a Delivery Order Form.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $370,000,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget – Central Procurement 525 W Allegan St, Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

200000000047 1

This Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and U.S.

Bank National Association (“Contractor”), a national banking association. This Contract is effective on November 1, 2019 (“Effective Date”), and unless earlier terminated, will expire on April 30, 2025 (the “Term”). Nov 1, 2019 – April 30, 2020 is the implementation period and services are to begin without interruption on May 1, 2020. With the exception of payments made to Contractor for charges incurred on P-Cards during the implementation period, no payment will be made to Contractor during the implementation period.

This Contract may be renewed for up to five (5) additional one (1) year periods. Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice. If, at the time the State elects to extend the Term of the Contract, US Bank would like the State to consider a change in the Pricing Table, the State agrees to review US Bank’s proposal and the Parties agree to negotiate in good faith to reach an acceptable compromise.

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

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

“Allegedly Infringing Materials” has the meaning set forth in Section 26.3(b)(ii).

“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 Business Owner will be identified in the Statement of Work.

“Change” has the meaning set forth in Section 5.2.

CONTRACT TERMS

200000000047 2

“Change Notice” has the meaning set forth in Section 5.2(b).

“Change Proposal” has the meaning set forth in Section 5.2(a).

“Change Request” has the meaning set forth in Section 5.2.

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

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

“Contract Administrator” has the meaning set forth in Section 3.

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

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

RFP.

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

“Deliverables” means all items specifically identified as Deliverables in the Statement of Work.

“Dispute Resolution Procedure” has the meaning set forth in Section 31.

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

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

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

“Exhibit B - Pricing Matrix” means the rebate schedule to be completed by Contractor attached as Exhibit B – Pricing Matrix.

“Financial Audit Period” has the meaning set forth in Section 28.1.

“Force Majeure” has the meaning set forth in Section 32.1(a).

“Harmful Code” means any: (a) virus, trojan horse, worm, backdoor or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems or software; or (b) time 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 Person, or otherwise prevent, restrict or impede the State's or any Authorized User's use of such software.

“HIPAA” has the meaning set forth in Section 21.

200000000047 3

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

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

“Key Personnel” means any Contractor Personnel identified as key personnel in the Statement of Work.

“License Agreement” has the meaning set forth in Section 6.

“Loss or Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

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

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

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

“Operating Environment” means, collectively, the platform, environment and conditions on, in or under which the Software is intended to be installed and operate, as set forth in the Statement of Work, including such structural, functional and other features, conditions and components as hardware, operating software and system architecture and configuration.

“Permitted Subcontractor” has the meaning set forth in Section 10.4.

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

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

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

200000000047 4

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

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

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

“Software” means Contractor’s software or web-based application set forth in the Statement of Work, and any maintenance releases or new versions of the Software provided to the State, and all copies of the foregoing permitted under this Contract and the License Agreement.

“State” means the State of Michigan.

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

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

“State Resources” has the meaning set forth in Section 11.1.

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

“Stop Work Order” has the meaning set forth in Section 24.

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

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

“Transition Period” has the meaning set forth in Section 23.3.

“Transition Responsibilities” has the meaning set forth in Section 23.3.

“Unauthorized Removal” has the meaning set forth in Section 10.3(b).

“U.S. Bank Commercial Account Agreement” means the U.S. Bank Commercial Account Agreement and associated Terms and Conditions attached as Schedule C to this Contract, collectively.

“Unauthorized Removal Credit” has the meaning set forth Section 10.3(c).

“USCAA Obligations” has the meaning set forth in the U.S. Bank Commercial Account Agreement, attached as Schedule C to this Contract and incorporated herein by reference.

200000000047 5

“Work Product” means all State-specific deliverables that Contractor is required to, or otherwise does, provide to the State under this Contract including but not limited to reports, project management documents, and other State-specific documents.

2. Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State so long as it’s consistent with Contractor policy, including the State’s quality assurance personnel, and any Third Party, to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; and (j) maintain security requirements as set forth in Schedule D of this Contract. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

3. Contract Administrator. The Contract Administrator for each party is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”). The initial Contract Administrators for this Contract are set forth below; provided that each party may change its Contract Administrator from time to time by providing written notice to the other party in accordance with Section 5.2 of this Contract:

State: Contractor:

Joy Nakfoor 525 W Allegan St Lansing, MI 48933 nakfoorj@michigan.gov 517-249-0481

Brad Hoffelt - CFO ATT Tower, 17th Floor 901 Marquette Ave, EP-MN-A17S Minneapolis, MN 55402 Brad.hoffett@usbank.com 612-426-6460

4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

Marsha Stansfield 320 S Walnut St Lansing, MI 48933 stansfieldm@michigan.gov 517-241-5521

Samy Kayser – Asst. VP, Relationship Management ATT Tower, 17th Floor 901 Marquette Ave, EP-MN-A17S Minneapolis, MN 55402 Samyukta.kayser@usbank.com

200000000047 6

612-436-6553

5. Statements of Work. Contractor shall provide Services and Deliverables pursuant to Statements of Work entered into under this Contract. No Statement of Work shall be effective unless signed by each party’s Contract Administrator. The terms and conditions of this Contract will apply at all times to any Statements of Work entered into by the parties and attached as a schedule to this Contract. The State shall have the right to terminate such Statement of Work as set forth in Section 23. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work (including the Implementation Plan and all Milestone Dates) is strictly required.

5.1 Statement of Work Requirements. Each Statement of Work will include the following:

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

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

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

(d) an Implementation Plan, including all Milestones and the corresponding Milestone Dates.

5.2 Change Control Process. The State or the Contractor may at any time request in writing (each, a “Change Request”) changes to a Statement of Work (each, a “Change”). Upon submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 5.2.

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

(b) Within thirty (30) Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to the Statement of Work to which it relates;

(c)…