200000000187.pdf

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

Enterprise eSignature Solution

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

December 9, 2019 December 8, 2024 5 - 12 Months December 8, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

132A N Euclid Ave

Upland CA 91786

Sam Stickler

818-876-2983 sstickler@novinzio.com

VS0100081

NOVINZIO

C O

N

TR

A C

TO

R

Mecca Martin

(517) 230-5694

DTMB

Various DTMB

MartinM42@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANET45

Change Notice Number 3

Contract Number MA200000000187 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

60 Months December 8, 2029

$12,000,000.00 $0.00 $12,000,000.00

DESCRIPTION

Effective 12/9/2024, the State is exercising 5 option years. The revised contract expiration date is 12/8/2029, see Schedule A, Attachment 2 – Pricing for option year cost.

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

AGENCY NAME PHONE EMAIL

DTMB Richard DeMello 517-930-6301 DeMelloR@michigan.gov

DTMB Giget Schlyer 517-582-8330 SchlyerG@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA200000000187

Schedule A, Attachment 2 - Pricing

Table 1: Implementation Milestones and Deliverables

ID Deliverable Item Cost per deliverable

Project Planning $6,600.00 Requirements and Design Validation $7,700.00 SUITE/Keylight and other misc project documentation $29,600.00 Provision Environments $2,200.00 MiLogin Integration $2,200.00 Installation and Configuration $8,800.00 Training Services $4,400.00 Testing and Acceptance $4,400.00 Product Documentation $275.00 Post Production Warranty $1,096.00 Production Support Services $0.00 Total $67,271.00

Table 2: Transaction costs for FedRamp hosted transactions.

Transactions Include email only, SMS and/or Static Knowledgebase Answers (SKBA) authentication for signers.

Sender Authentication may include phone authentication to confirm the sender’s identity).

ID Deliverable Item Annual

Cost FedRAMP $12,600.00

ID

Deliverable Item

Cost Per Transaction based on the annual

Transaction Counts

1,000 to 4,999 3.09 5,000-9,999 2.56 10,000-15,000 2.04 15,001-24,999 2.04 25,000-49,999 1.77 50,000-99,999 1.38 100,000-249,999 1.11 250,000-499,999 0.85 500,000-999,999 0.66 1,000,000+ 0.56

Notes for usage transaction costs:

• Transaction totals for tables 3, 4, and 5 are independent.

• A transaction is 1 -10 documents, unlimited signers. A transaction is counted once a draft is created regardless of whether it is sent or completed.

• SOM will be billed quarterly for transaction usage based on the cost of the current transaction volume.

• Transactions can be purchased at the beginning of the term and an annual true up process then recalculates the transaction cost based on additional usage of transactions. All transactions are charged at the rate of the total transaction volume rate.

• Overages are billed at 1.2x the current transaction rate.

• Due to the limited reporting capabilities within the software and the State using a distributed cost model OSS will provide the State detailed monthly reports for transactions including but not limited to following fields: sender, sender user attributes, authentication method, number of signers, and transaction status.

• Non FedRAMP pricing receives a 20% discount off of the transactional pricing found in Table 2

Optional Services

Table 3: Additional Optional Cost Items as part of the solution (Contractor can add additional items)

ID Deliverable Item Cost per transaction

Define to define unit

API/SDK usage costs $0.00 $0.00

Cloud connector costs (e.g. Salesforce) $80.00 Cost per user/per year

SimpliGov Forms/Workflow - 20 workflows unlimited users $220,500.00 Annual Cost

SimpliGov Base Platform 1 Workflow SAPGOVPL $43,312.00 Annual Cost

SimpliGov 1-10 Workflows - Price per Workflow (SAPGOVWF1) $10,815.00 Annual Cost

SimpliGov 11-20 Workflows - Price per Workflow (SAPGOVWF11) $7,140.00 Annual Cost

SimpliGov Analytics (SAPGOVAN) $14,466.00 Annual Cost

OneSpan Archiver* $4,995.00 Per API Key OneSpan Data File Writer* $3,995.00 Per API Key DKIM/SMTP relay $2,000.00 Per Domain Print Driver (not FedRAMP ready) $0.00 Per Desktop Support for CAC/PIV $0.00

Document Storage Cost $0.00 Print Driver Enhancement for FedRAMP compatibility $23,000.00 One Time Enhancement Fee

*Note: The Archiver and Data File Writer will be licensed per API Key except for RMS usage. RMS will be able to use their software with all API Keys at no additional cost because of being the Enterprise eSignature administrators for all agencies. Individual agencies using the software will need to have their own copy per API Key as noted in the table.

Table 4: Customizations

ID Deliverable Item Number of hours Cost

Each of these items ONLY include requirements and development

Other Pre-Built API Modules - 20% Optional Annual Maintenance for each not included. These modules are built to be hosted on a client's Azure tenant. Add $2,000 for On-Premise deployment for each.

OneSpan Attachment to Package - $3,995.00 OneSpan SharePoint Online / 2016 Archive $6,995.00 OneSpan Office 365 Workflow Integration $12,995.00 OneSpan Custom Email Notifications $9,995.00 OneSpan Large File Split/Sign/Seal Utility $12,300.00

Table 5: Labor Rates for Services for relevant Services

ID Rated Structure Cost per hour

I.11 Novinzio Business Consultant 183.75 I.12 Novinzio Project Manager 194.25 I.13 Novinzio Integration Developer 183.75 I.14 Novinzio QA Tester 131.25 I.15 Novinzio Technical Writer 131.25 I.16 Novinzio Trainer 183.75 I.17 OneSpan Solution Consultant 288.75 I.18 SimpliGOV Consultant 262.50

Table 6: User Type and Capacity Based Pricing:

ID Deliverable Item Initial purchase cost per user PER YEAR

Annual maintenance cost per user - Standard is included

Procurement of Software Licenses (C.1)

Administrator Accounts Up to 15 users $252.00 0 Up to 25 users 252 0 Up to 50 users 252 0 Agency Workgroup

Administrators

Up to 50 users 252 0 50 to 100 users 226.80 0 100 to 150 users 203.70 0 100 to 200 users 203.70 0 100 to 250 users 214 0 Over 250 users 183.75 0 Senders

Up to 100 users 252 0

100 to 250 users 203.70 0 100 to 500 users 203.70 0

500 to 1000 users 183.75 0 1000 to 2000 users 164.85 0 1000 to 2000 users 164.85 0 Signers 0 Up to 1000 users 0 0 Up to10000 users 0 0 Up to 50000 users 0 0 Up to 75000 users 0 0 Up to 100000 users 0 0 Over 500000 users 0 0

Table 7: Signer Authentication Transactions (Optional service that uses Equifax for signer validation) for signers. These are additional transaction costs if using the Equifax Authentication.

ID Deliverable Item Cost per transaction per month Cost for Incomplete 500 to 10,000 2.15 0.55 10,001-15,000 2.15 0.55 15,001-25,000 2.15 0.55 25,001-50,000 1.91 0.55 50,001-150,000 1.59 0.55 150,000-250,000 1.49 0.49 250,001-1,000,000 1.19 0.49 1,000,001+ 1.14 0.45

Table 8: Add – On OneSpan Remote Online Notary - Price per transaction. Transaction means a package created or sent by a User associated with a unique transaction identifier and comprised of a maximum of ten (10) Documents (the “Transaction Limit”) created or sent through the SaaS Service (includes both Incomplete and Complete Transactions).

Subscription license, cloud valid license for 1 year. RON includes Equifax KBA and IDV.

ID Deliverable Item Tiered Price level

Price

5414602905000 Notary - RON - Txn Essentials (up to 500 notarizations) 1-500 $32.55 5414602905017 Notary - RON - Txn Essentials (up to 1,000 notarizations) 501-1000 $30.45 5414602905031 Notary - RON - Transactions (up to 2500 notarizations) 1001-2500 $29.40

Table 9: Add On – Identity Verification (IDV) – Mobile Facial / Biometric Recognition - Price per transaction. Transaction means a package created or sent by a User associated with a unique transaction identifier and comprised of a maximum of ten (10) Documents (the “Transaction Limit”) created or sent through the SaaS Service (includes both Incomplete and Complete Transactions). Subscription license, cloud valid license for 1 year

Price

5414602966162 IDV - Document Verification with Face 1-5000 $4.15 5414602966148 IDV - Platform 1-5000 $0.48

5414602966179 IDV - OTP 1-5000 $0.37

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to Contract Number 200000000187 demellor@Michigan.gov

Richard DeMello

Mecca Martin sstickler@novinzio.com

Sam Stickler

Upland, CA 91786

NOVINZIO

VS0100081

818-876-2983

132A N Euclid Ave

(517) 230-5694

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

517-930-6301

DTMB

martinm42@michigan.gov

$12,000,000.00

December 9, 2019 December 8, 2024

ENTERPRISE ESIGNATURE SOLUTION

December 8, 2024

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

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $12,000,000.00

Effective September 20th, 2023, the following amendment is incorporated into this Contract to update Schedule A, Attachment 2 - Pricing for the addition of Remote Online Notary (RON) and Identity Verification (IDV). No additional funding is needed at this time; existing funds are adequate to support this change.

Please note, the State's Contract Administrator has been changed to Mecca Martin.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

DTMB

Schedule A, Attachment 2 - Pricing

Table 8: Add – On OneSpan Remote Online Notary - Price per transaction. Transaction means a package created or sent by a User associated with a unique transaction identifier and comprised of a maximum of ten (10) Documents (the “Transaction Limit”) created or sent through the SaaS Service (includes both Incomplete and Complete Transactions). Subscription license, cloud valid license for 1 year. RON includes Equifax KBA and IDV.

Price

5414602905000 Notary - RON - Txn Essentials (up to 500 notarizations) 1-500 $31.00 5414602905017 Notary - RON - Txn Essentials (up to 1,000 notarizations) 501-1000 $29.00 5414602905031 Notary - RON - Transactions (up to 2500 notarizations) 1001-2500 $28.00

Table 9: Add On – Identity Verification (IDV) – Mobile Facial / Biometric Recognition - Price per transaction. Transaction means a package created or sent by a User associated with a unique transaction identifier and comprised of a maximum of ten (10) Documents (the “Transaction Limit”) created or sent through the SaaS Service (includes both Incomplete and Complete Transactions). Subscription license, cloud valid license for 1 year

Price

5414602966162 IDV - Document Verification with Face 1-5000 $3.95 5414602966148 IDV - Platform 1-5000 $0.46

5414602966179 IDV - OTP 1-5000 $0.35

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 200000000187Contract Number demellor@Michigan.gov

Richard DeMello

Jordan Sherlock sstickler@novinzio.com

Sam Stickler

Upland, CA 91786

NOVINZIO

VS0100081

818-876-2983

132A N Euclid Ave

517-243-5556 S T A T E

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

517-930-6301

DTMB

sherlockj@michigan.gov

$12,000,000.00

December 9, 2019 December 8, 2024

ENTERPRISE ESIGNATURE SOLUTION

December 8, 2024

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

☐ ☐ December 8, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $12,000,000.00

Effective April 22nd, 2021, this contract is incorporating the following pricing table for optional services.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

DTMB

Optional Services:

Table 3: Additional Optional Cost Items as part of the solution (Contractor can add additional items.)

Deliverable Item Cost per Unit Unit Annual Maintenance

API/SDK usage costs $0.00 $0.00 N/A Cloud connector costs (e.g. SalesForce) $72.00 Annual cost per user N/A

SimpliGov Forms/Workflow - 20 workflows unlimited users $210,000.00 Annual Cost N/A

SimpliGov Base Platform 1 Workflow SAPGOVPL $41,250.00 Annual Cost N/A

SimpliGov 1-10 Workflows - Price per Workflow (SAPGOVWF1) $10,300.00 Annual Cost N/A

SimpliGov 11-20 Workflows - Price per Workflow (SAPGOVWF11) $6,800.00 Annual Cost N/A

SimpliGov Analytics (SAPGOVAN) $13,777.00 Annual Cost N/A

SimpliGov Workflow Transaction (SAPELATRANS) (new pricing alternative) Unlimited Forms, Users and Workflows 25,000 Transaction Minimum

$4.00 Annual Cost N/A

SimpliGov Data Storage (SAPSTORAGE) per each 1TB of Data

$6,000.00 Annual Cost NA

SimpliGov Additional Tenant (SAPTENANT) for additional Tenants within a Department

$6,000.00 Annual Cost NA

UiPath - Attended - Named User The Attended offering includes Task Capture, Action Center and an Attended Robot. The Attended Robot is deployed on a desktop and allows a user to access, manage, and run automations. Licenses a single named user.

$2,400.00 Annual Cost NA

UiPath - Orchestrated - RPA Developer Pro Multiuser The RPA Developer Pro offering includes Task Capture, Action Center, Attended Robot, StudioX, Studio and Studio Pro. Studio Pro is an advanced IDE that includes RPA testing and Application Testing capabilities, cutting-edge RPA features and coding services. Each Multiuser license adds 3 authorized users. Requires UiPath Multiuser Add-On.

Orchestrated from the UiPath Automation Cloud.

$12,000.00 Annual Cost NA

UiPath - Orchestrated Action Center - Multiuser The Action Center offering includes Task Capture and Action Center. Action Center is a central portal allowing humans and unattended robots to seamlessly collaborate on a process. License per Named User with a minimum sale of 5 users. Each Multiuser license adds 3 authorized users. Requires UiPath Multiuser Add-On. Orchestrated from the UiPath Automation Cloud

$1,600.00 Annual Cost NA

UiPath - Orchestrated - RPA Developer Pro - Named User The RPA Developer Pro offering includes Task Capture, Action Center, Attended Robot, StudioX, Studio and Studio Pro. Studio Pro is an advanced IDE that includes RPA testing and Application Testing capabilities, cutting-edge RPA features and coding services. Intended for a single named user.

Orchestrated from the UiPath Automation Cloud.

$6,700.00 Annual Cost NA

UiPath - Orchestrated Unattended Robot An Unattended Robot independently executes automations. It runs on a virtual desktop, in a secure session, end-to-end, without human intervention.

Licenses a single robot. Orchestrated from the UiPath Automation Cloud.

$12.000.00 Annual Cost NA

UiPath - AI Starter License Pack License AI Starter Pack, including 4 Cloud AI Robot, 1 Cloud AI Robot Pro, 3 Cloud Document Understanding Page Bundle and 5 Cloud Action Center - Named User.

$69,900.00 Annual Cost NA

UiPath - Orchestrated Action Center - Multiuser The Action Center offering includes Task Capture and Action Center. Action Center is a central portal allowing humans and unattended robots to seamlessly collaborate on a process. License per Named User with a minimum sale of 5 users. Each Multiuser license adds 3 authorized users. Requires UiPath Multiuser Add-On. Orchestrated from the UiPath Automation Cloud

$980.00 Annual Cost NA

*Note: RMS will be able to use their software with all OneSpan accounts at no additional cost because of being the Enterprise eSignature administrators for all agencies.

UiPath - Document Understanding Page Bundle - 40K Document Understanding enables UiPath robots to digitize, classify, and extract information from forms, documents, and unstructured text using a combination of OCR, template, and machine learning approaches. This offering is priced per page for each extraction method. This SKU contains a bundle of 40K pages, but certain features and models may be metered at different rates. For greater volumes, simply order as many as needed to meet required

$8,000.00 Annual Cost NA

UiPath - Orchestrated Action Center - Named User The Action Center offering includes Task Capture and Action Center. Action Center is a central portal allowing humans and unattended robots to seamlessly collaborate on a process. License per Named User with a minimum sale of 5 users.

Orchestrated from the UiPath Automation Cloud

$640.00 Annual Cost NA

OneSpan Archiver/Data File Writer (Enterprise)* $44,590.00 State of Michigan

Enterprise $11,238

OneSpan Archiver/Data File Writer (Department)* $8990.00 Per State Department

$1,750

DKIM/SMTP relay $2,000.00 Per Domain N/A Print Driver (not FedRAMP ready) $0.00 Per Desktop N/A Support for CAC/PIV $0.00 N/A Document Storage Cost $0.00 N/A Print Driver Enhancement for

FedRAMP compatibility $23,000.00 One Time Enhancement Fee

N/A

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 200000000187 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Novinzio

ST

A

TE

Pr og ra m M an ag er

Richard DeMello DTMB

132A N Euclid Ave (517) 930-6301

Upland, CA 91786 demellor@michigan.gov

Sam Stickler

C on tra ct

Ad m in is tra to r Mike Breen DTMB

(818) 876-2983 (517) 249-0428 sstickler@novinzio.com breenm@michigan.gov

VS0100081

CONTRACT SUMMARY

DESCRIPTION: Enterprise eSignature Solution

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

12/9/2019 12/8/2024 (5) 1-Year

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 $12,000,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget

525 W Allegan St, Lansing, MI 48933

CONTRACT TERMS

This Software Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and Novinzio (“Contractor”), a California Corporation. This Contract is effective on December 9, 2019 (“Effective Date”), and unless earlier terminated, will expire on December 8, 2024(the “Term”).

This Contract may be renewed for up to 5 additional 1-year periods. Renewal must be by written notice from the State and will automatically extend the Term of this Contract.

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

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

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

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

“Allegedly Infringing Materials” has the meaning set forth in Section 28.3(b)(ii).

“API” means all Application Programming Interfaces and associated API Documentation provided by Contractor, and as updated from time to time, to allow the Software to integrate with various State and Third Party Software.

“Approved Open-Source Components” means Open-Source Components that may be included in or used in connection with the Software and are specifically identified in an exhibit to the Statement of Work, and approved by the State.

“Authorized Users” means all Persons authorized by the State to access and use the Software under this Contract, subject to the maximum number of users specified in the applicable Statement of Work.

“Business Day” means a day other than a Saturday, Sunday or other day on which the State is authorized or required by Law to be closed for business.

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

“Business Requirements Specification” means the initial specification setting forth the State’s business requirements regarding the features and functionality of the Software, as set forth in the Statement of Work.

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

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

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

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

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

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

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

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

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

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

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

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

“Criminal Justice Information Data” or “CJI Data” means data necessary for criminal justice agencies to perform their mission and enforce the laws.

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

“Dispute Resolution Procedure” has the meaning set forth in Section 33.1.

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

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

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

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

“Financial Audit Period” has the meaning set forth in Section 31.1.

“Force Majeure” has the meaning set forth in Section 34.1.

“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 19.1.

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

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

“Integration Testing” has the meaning set forth in Section 12.1(c).

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

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

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement or rule of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

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

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

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

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Software, including any updated Documentation, that Contractor may generally provide to its licensees from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software.

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

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

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

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

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

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

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

“Permitted Subcontractor” has the meaning set forth in Section 9.4.

“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 and prices payable under this Contract, including pursuant to any Schedule or Exhibit hereto.

“Pricing Schedule” means the schedule attached as Schedule A, Attachment 2, setting forth the License Fees, Implementation Fees, Support Services Fees, and any other fees, rates and prices payable under this Contract.

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

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

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

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

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

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

“Software” means Contractor’s software set forth in the Statement of Work, and any Maintenance Releases or New Versions provided to the State and any Configurations made by or for the State pursuant to this Contract, and all copies of the foregoing permitted under this Contract and the License Agreement.

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

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

“State” means the State of Michigan.

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

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

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

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

“Stop Work Order” has the meaning set forth in Section 26.

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

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

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

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

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

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

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

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

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

“Transition Period” has the meaning set forth in Section 25.3

“Transition Responsibilities” has the meaning set forth in Section 25.3.

“Unauthorized Removal” has the meaning set forth in Section 9.3(b).

“Unauthorized Removal Credit” has the meaning set forth in Section 9.3(c).

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

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

“Work Product” means all State-specific deliverables that Contractor is required to, or otherwise does, provide to the State under this Contract including but not limited to computer scripts, macros, user interfaces, reports, project management documents, forms, templates, and other State-specific documents and related materials together with all ideas, concepts, processes, and methodologies developed in connection with this Contract whether or not embodied in this Contract.

2. Statements of Work. Contractor shall provide Services and Deliverables pursuant to Statements of Work entered into under this Contract. No Statement of Work shall be effective unless signed by each party’s Contract Administrator. The term of each Statement of Work shall commence on the parties' full execution of the Statement of Work and terminate when the parties have fully performed their obligations.

The terms and conditions of this Contract will apply at all times to any Statements of Work entered into by the parties and attached as a schedule to this Contract. The State shall have the right to terminate such Statement of Work as set forth in Section 25. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work (including the Implementation Plan and all Milestone Dates) is strictly required.

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

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

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

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

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

(i) version and release number of the Software;

(ii) Business Requirements Specification;

(iii) Technical Specification; and

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

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

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

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

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

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

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

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

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

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

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

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

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

(c) If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, the State may, in its discretion:

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

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

(iii) initiate a Dispute Resolution Procedure; or

(iv) notwithstanding any provision to the contrary in the Statement of Work, terminate this Contract under Section 25.

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

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

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

3. Software License. Contractor hereby grants to the State and its Authorized Users the right and license to use the Software and Documentation in accordance with the terms and conditions of this Contract.

4. Open-Source Licenses. Any use hereunder of Open-Source Components shall be governed by, and subject to, the terms and conditions of the applicable open-source license (“Open-Source License”).

Contractor shall identify and describe in an exhibit to the Statement of Work each of the Approved Open- Source Components of the Software, and include an exhibit attaching all applicable Open-Source Software Licenses or identifying the URL where these licenses are publicly available.

5. Software Implementation.

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

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

6. Hosting. If the Operating Environment for the Software is externally hosted by Contractor or a subcontractor, Contractor will maintain the Availability Requirement and the Support Service Level Requirement set forth in the Service Level Agreement attached as Schedule B to this Contract.

7. Support Services

7.1 Support Services for Externally Hosted Software. If the Operating Environment for the Software is externally hosted by Contractor or a subcontractor, Contractor shall provide the State with the Support Services described in the Service Level Agreement attached as Schedule B to this Contract. Such Support Services shall be provided:

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

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

8. Data Privacy and Information Security.

8.1 Undertaking by Contractor. Without limiting Contractor’s obligation of confidentiality as further described, Contractor is responsible for establishing and maintaining a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the State Data; (b) protect against any anticipated threats or hazards to the security or integrity of the State Data; (c) protect against unauthorized disclosure, access to, or use of the State Data; (d) ensure the proper disposal of State Data;

and (e) ensure that all Contractor Representatives comply with all of the foregoing. In no case will the safeguards of Contractor’s data privacy and information security program be less stringent than the safeguards used by the State, and Contractor must at all times comply with all applicable State IT policies and standards, which are available at http://www.michigan.gov/dtmb/0,4568,7-150-56355_56579_56755-- -,00.html.

8.2 To the extent that Contractor has access to the State’s computer system, Contractor must comply with the State’s Acceptable Use Policy, see http://michigan.gov/cybersecurity/0,1607,7-217- 34395_34476---,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.

8.3 Right of Audit by the State. Without limiting any other audit rights of the State, the State has the right to review Contractor’s data privacy and information security program prior to the commencement of Services and from time to time during the term of this Contract. During the providing of Services, on an ongoing basis from time to time and without notice, the State, at its own expense, is entitled to perform, or to have performed, an on-site audit of Contractor’s data privacy and information security program. In lieu of an on-site audit, upon request by the State, Contractor agrees to complete, within forty-five (45) calendar days of receipt, an audit questionnaire provided by the State regarding Contractor’s data privacy and information security program.

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

8.5 State’s Right to Termination for Deficiencies. The State reserves the right, at its sole election, to immediately terminate this Contract or the Statement of Work without limitation and without liability if the State determines that Contractor fails or has failed to meet its obligations under this Section 8.

8.6 Security Requirements for Externally Hosted Software. If the Operating Environment for the Software is externally hosted by Contractor or a subcontractor, Contractor shall comply with the security requirements set forth in Schedule C to this Contract.

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

9.1 Contractor Personnel.

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

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

http://www.michigan.gov/dtmb/0,4568,7-150-56355_56579_56755---,00.html http://www.michigan.gov/dtmb/0,4568,7-150-56355_56579_56755---,00.html http://michigan.gov/cybersecurity/0,1607,7-217-34395_34476---,00.html http://michigan.gov/cybersecurity/0,1607,7-217-34395_34476---,00.html

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

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

(iii) upon request, perform background checks on all Contractor Personnel prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks on Contractor Personnel. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018.

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

(d) The State reserves the right to require the removal of any Contractor Personnel found, in the judgment of the State, to be unacceptable.