200000000771.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

State Disbursement Unit for Child Support Payment Processing

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 1, 2020 April 30, 2030 5 - 12 Months April 30, 2030

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

100 Campus Drive Suite 200

Florham Park NJ 07932

Kim Newsom Bridges

740-644-0061

Kimberly.newsombridges@conduent.co m

CV0001936

CONDUENT STATE & LOCAL

SOLUTIONS, INC.

C O

N

TR

A C

TO

R

517-241-7030 trivedip@michigan.gov

Valerie Hiltz

5172490459

DTMB

Pratin Trivedi MDHHS hiltzv@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45 days, 0.5% discount if paid in 30 days

Change Notice Number 6

Contract Number MA200000000771 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

$49,124,226.74 $0.00 $49,124,226.74

DESCRIPTION

Effective April 1st, 2025, the following contract has been updated in Schedule A - Statement of Work, section J. Staff & Training, 2. Key Personnel as shown in the attachment below.

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

Title Name Role Location Functions Manager, Delivery

Emily Ackels

Accountable – delegates work and is the last one to review the task or deliverable before it’s deemed complete

Michigan • Accountable for the delivery of all MiSDU services

• Formulates and implements procedures on operational processes;

ensures achievement of operational objectives

• Prepares related reports and audits current procedures to monitor efficiency of operations

• Selects, develops, and evaluates personnel ensuring efficient operation of the function

• Deploys resources to meet schedules and goals

• Acts as advisor to subordinates to meet schedules and/or resolve technical issues

• Provides operational oversight to the management team

• Site leader

• Responsible for workload management and resource allocation

• Monitors performance statistics to ensure contract compliance

Operational Customer Service Manager

Constance Barnett

Accountable – delegates work and is the last one to review the task or deliverable before it’s deemed complete

Michigan • Manages customer service representatives and daily call center activities

• Provides oversight and quality assurance for customer service team

• Implements customer service procedures

• Implements changes to procedures to increase customer service performance

• Trains customer service representatives

• Responsible for workload management and resource allocation

• Monitors unit statistics to ensure contract compliance

• Handles escalated stakeholder calls

Operational IT Manager

Mariah Swartz

Accountable – delegates work and is the last one to review the task or deliverable before it’s deemed complete

Michigan • Manages and supports the local computing environment of the SDU operation (e.g., deploying workstations, installing software, replacing hardware)

• Monitors, diagnoses, and resolves all file transfer control verification issues to ensure compliance with State deadlines

• Responsible for local system user administration, disaster recovery support, facility security, and system security

• Ensures critical processes are functioning normally

• Responsible for all desktop support and user account maintenance

• Manages multiple daily, weekly, and monthly backups and file transfers

• Performs audit remediation coordination and artifact collection for multiple audits

• Responsible for contract deliverables, such as the forensic review and security reviews

• Reviews and engages technical support teams on vulnerability patching

• Collaborates with various technical teams on issue resolution

• Performs system testing and validation following change deployment

Banking Specialist

Lindsay Wood

Accountable – delegates work and is the last one to review the task or deliverable before it’s deemed complete

Michigan • Prepares bank account reconciliations

• Prepares the monthly invoices going to the State

• Prepares weekly and monthly reporting

• Prepares NSF tracking and reports

Corporate Finance Manager

Chase Ransburgh

Accountable – delegates work and is the last one to review the task or deliverable before it’s deemed complete

Texas Provides accounting support for site operations

• Provides monthly, quarterly, and annual financial reporting and budgeting

Operational Outreach Manager

Brian Leonard

Accountable

– delegates work and is the last one to review the task or deliverable before it’s deemed complete

Ohio;

travel to MiSDU as required

• Manages EFT/employer outreach activities, including quality control and customer service for the purpose of increasing the MiSDU electronic remittance rate

• Carefully monitors the electronic remittance rate and devises strategies to increase the rate and resolve any issues that arise

• Acts as the point of contact for Michigan employers with questions about remitting payments electronically

• Contacts employers and resolves issues

Promotes electronic options to employers

Service Manager

Justin Nash Accountable – delegates work and is the last one to review the task or deliverable before it’s deemed complete

Georgia Serves as primary contact with respect to the MiSDU solution

• Directs the processing of Support Requests and the Software Support Services

Director of

IT

Architecture

Ganesh Venkat

Accountable – delegates work and is the last one to review the

Texas • Validates enterprise architecture for Conduent sites task or deliverable before it’s deemed complete

Information Security Officer

Binyam Kumie

Accountable

– delegates work and is the last one to review the task or deliverable before it’s deemed complete

Maryland, Travel to MiSDU as required

• Provides oversight for implementation of NIST compliant solution

• Monitors ongoing information security compliance with applicable standards

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

State Disbursement Unit for Child Support Payment Processing

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 1, 2020 April 30, 2030 5 - 12 Months April 30, 2030

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

100 Campus Drive Suite 200

Florham Park NJ 07932

Kim Newsom Bridges

740-644-0061

Kimberly.newsombridges@conduent.co m

CV0001936

CONDUENT STATE & LOCAL

SOLUTIONS, INC.

C O

N

TR

A C

TO

R

517-241-7030 trivedip@michigan.gov

Valerie Hiltz

517-249-0459

DTMB

Pratin Trivedi MDHHS

HiltzV@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45 days, 0.5% discount if paid in 30 days

Change Notice Number 5

Contract Number MA200000000771 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

$48,424,226.74 $700,000.00 $49,124,226.74

DESCRIPTION

Effective October 1, 2024, this contract is revising contract language as attached, revising Schedule B-pricing as attached and is adding funding in the amount of $700,000.00

No other terms, conditions, specifications or pricing are changed. Per Contractor and MDHHS agreement, DTMB Central Procurement Services approval and approval of the State Administrative Board granted on September 10, 2024.

Contract Language Revisions Via CN #5, Effective 10/1/2024 MA 200000000771

Revisions to Schedule A, Statement of Work

1. Revise Section 3.1. General Requirements, Subsection D. Disbursement Services, 4.k.

to read as follows:

k. MiSDU Debit Card Program cardholder will get personalized assistance 24/7/365 through secure, redundant, and scalable cloud-based IVR and customer service centers.

2. Revise Section 3.1. General Requirements, Subsection E. Customer Service, 9. to read as follows:

9. Contractor’s customer services hours will be 8:00 a.m. to 6:00 p.m. Monday through

Friday. Contractor’s customer service will be closed on State of Michigan Holidays unless otherwise agreed upon by the Contractor and the State.

3. Revise Section 3.1. General Requirements, Subsection H. Disaster Recovery, 2. to read as follows:

2. Provide back-up generator(s) in the event of an electrical power failure to keep the

MiSDU fully functional without the loss of data until power is restored. Contractors must define how long the backup power supply can maintain full operations.

Contractor will use the Microsoft Azure Commercial Cloud East US region in Virginia as the primary data center for supporting production operations. The Azure Commercial Cloud West US region in California serves as the secondary, backup data center. It is expressly understood between the Parties that the Contractor will migrate to the Microsoft Azure Government Cloud no later than September 30, 2025. It is expressly understood between the Parties that Contractor shall not be held financially responsible or determined to be in breach of contract for delays caused by the State and/or third-party vendors under the State’s control.

4. Revise Section 3.1. General Requirements, Subsection I. Reporting and Operational Service Level Agreements, 1. Receipting, b. Payment Processing to read as follows:

b. Payment Processing:

Report Purpose: Tracks the volumes of payments processed by method of receipt.

Receipt types shall include paper, EFT, County online, STO, and FTO.

Report Requirement:

1) Report the weekday, date, type of receipt (paper and each type of electronic transaction), transaction count and dollar amounts, and the percentage of the total for each.

2) Include verification that 100% of the payment receipts were processed to MiCSES or in MiCSES like County Online, FTO, and STO or Pre-MiCSES Research (this can be a yes/no).

3) Provide a MIR report for any instances where the total does not equal 100%.

Metric:

Report to confirm 100% of payment receipts were processed and sent to MiCSES in the daily receipt file. County Online Receipts, FTO, and STO are marked “Approved” daily within the MiCSES system. Payments that cannot be processed are sent to Pre-10 day for further research. No payments shall be left unaccounted for on a daily basis.

Service Level Agreement:

The credits due to the State for failure to meet the “Report Requirement” are as follows:

1) $500 for failure to provide the report within 3 business days of the end of the reporting week.

2) $500 for up to the first 5% of payment receipts not sent to MiCSES by 6 p.m. same day or further research.

3) $1,000 for up to the next 5% of payment receipts not sent to MiCSES by 6 p.m. same day or further research.

4) $20,000 for payment receipts not sent to MiCSES by 6 p.m. same day or further research above 10% (see glossary for definition of payments).

5) $5,000 for failure to process any electronic receipt files (EFT/ACH/credit card/etc. files) same day.

Exception:

If the cause is due to failure of a State system directly related to this service, or, in each instance a MIR report provides adequate documentation and justification, including remedial plans to prevent recurrence, for State approval.

Report Frequency:

Calculated daily, reported weekly and monthly

Report Medium:

Electronic: PDF, Word, or other State accepted format.

5. Revise Section 3.1. General Requirements, Subsection I. Reporting and Operational

Service Level Agreements, 4. Customer Service, a. Call Center Report(s) as follows:

a. Call Center Report(s):

Report Purpose: Ensure customer calls and chats are being addressed as required.

Report Requirement:

• Report the weekday, date and the following for each phone line:

o Custodial Party (CP)/Obligor line (NCP), (MiCSES line) o Employer line o FOC line o Debit card line o Chats

• SLA’s will be applied individually and applied to the total rather than to any individual breakouts. The SLA’s will be monitored with MIR reports as necessary based upon this review.

• Report Call counts of including: calls presented to be answered, calls dropped in 30 seconds, calls that should be answered per contract, calls actually answered, percent answered by Contractor, calls abandoned by Contractor after 30 seconds.

• Report Chat counts of including: Chat Date, Inbound Handled, % Handled, Pre-queue Abandons, Short Abandons, % Short Abandons, Long Abandons, % Long Abandons, Avg. Abandon Time, Avg Talk Time, Avg Speed of Answer, Longest Delay, Queued.

• Report average time of: abandon calls and chats, talk and chat time, after call or chat work time, average wait to answer, number of calls or chats, by day, waiting over five minutes and maximum wait to answer/response time.

• Report the created call center incidents, resolved call center incidents, resolved with provided information, resolved with referred to FOC, pended to extended research, other, percentage of calls resolved internally, and percentage of calls referred to the FOC.

Metric:

Workflow Report of customer service calls.

Service Level Agreement:

The SLA’s will be applied to the lines as the lines are described above. The credits due to the State for failure to meet the “Report Requirement” are as follows:

• $500 for failure to provide the report within 3 business days of the end of the reporting week.

• $5,000 per percent above 5% abandoned for the month.

Note: calls and chats not accepted by Contractor processes due to Contractor decision or errors are to be treated like abandoned calls and chats over 30 seconds. If no metrics are available on calls not accepted when Contractor system is not accepting calls or chats, the State will use the average daily volume for the most recent complete month.

Exception:

Include failure of a State system directly related to this service, or as approved in advance by the State and if not pre-approved by the State, a MIR report will provide adequate justification for State approval or disapproval. Remedial plans are to be explained where appropriate.

Report Frequency:

Calculated daily, reported weekly and monthly.

Report Medium:

Electronic: PDF, Word, or other State accepted format.

6. Revise the first sentence of Section 3.1. General Requirements, Subsection I. Reporting and Operational Service Level Agreements, 11. to read as follows:

11. Any, internal or external, event influencing the normal functioning of the MiSDU and/or the accomplishment of its performance requirements must be reported to the state within 10 business days after discovery.

7. Revise Section 3.1. General Requirements, Subsection J. Staff and Training, 2. Key Personnel Table, as follows:

Operational IT Manager

Mariah Swartz Accountable – delegates work and is the last one to review the task or deliverable before it’s deemed complete

Michigan • Manages and supports the local computing environment of the SDU operation (e.g., deploying workstations, installing software, replacing hardware)

• Monitors, diagnoses, and resolves all file transfer control verification issues to ensure compliance with State deadlines

• Responsible for local system user administration, disaster recovery support, facility security, and system security

• Ensures critical processes are functioning normally

• Responsible for all desktop support and user account maintenance

• Manages multiple daily, weekly, and monthly backups and file transfers

• Performs audit remediation coordination and artifact collection for multiple audits

• Responsible for contract deliverables, such as the forensic review and security reviews

• Reviews and engages technical support teams on vulnerability patching

• Collaborates with various technical teams on issue resolution

• Performs system testing and validation following change deployment

Corporate Finance Manager

Martine Ziegler

Accountable – delegates work and is the last one to review the task or deliverable before it’s deemed complete

Ohio • Provides accounting support for site operations

• Provides monthly, quarterly, and annual financial reporting and budgeting

Banking Specialist

Lindsay Wood Accountable – delegates work and is the last one to review the task or deliverable before it’s deemed complete

Michigan • Prepares bank account reconciliations

• Prepares the monthly invoices going to the State

• Prepares weekly and monthly reporting

• Prepares NSF tracking and reports

Service Manager

Glen Nelson Accountable – delegates work and is the last one to review the task or deliverable before it’s deemed complete

Georgia • Serves as primary contact with respect to the MiSDU solution.

• Directs the processing of Support Requests and the Software Support Services.

Director of IT Architecture

Ganesh Venkat

Accountable – delegates work and is the last one to review the task or deliverable before it’s deemed complete

Texas • Validates enterprise architecture for implementation

8. Remove in its entirety, Section 3.1. General Requirements, Subsection J. Staff and Training, 5. Subcontractors, c. Crusecom Technology Consultants.

Revisions to Schedule B, Pricing

1. Remove and Replace Table I in its entirety.

Table I Expected Typical Monthly Invoice and format

*Receipts Rate per resolved item

Paper Receipts (See Note 1) Not Billable Paper Receipts w/ Coupons (See Note 1) Not Billable Electronic Receipts $0.485000 AG Wires $0.186840 Credit Card payments $0.096390 Other receipting source (See Note 1) Not Billable

Research Debit Card Set-up Requests $0.000000 Direct Deposit Requests $1.706050 Forgery Packet Requests $0.000000 Stop Pay Affidavit Requests $1.706050 PIN Change Form Requests $0.000000 Escheatment Form Requests $0.000000 Returned Address Change Form Requests $0.000000

Returned Checks-Other $0.000000 Returned Direct Deposits $2.314990 SDU Research (Pre-10 Day) $2.052690 307 Request-All Sources $2.314990 Follow-Up Resolution (MICSES UNID) $2.314990 Address Updates $2.045100 Address End-dates $2.314990 NMSN processing $2.612000 Other Scanning $0.023200

Disbursements Checks Printed and Mailed $0.000000 Checks Printed and Not Mailed $0.000000 Initial Disbursement Inserts $0.071400 Coupon Printing/Mailing $0.000000 Electronic Direct Deposit $0.000000 Electronic Debit Card $0.000000

Customer Service

Process CP/NCP Calls $2.100000 Employer Inquiries $2.100000 FOC Inquiries $2.100000 MI Debit Card $0.000000 Mail Inquiries $2.320000 Web Inquiries $0.000000 Chat $1.000000

Postage Postage Rate for Forms Mailed $0.548471 Postage Rate for Checks Mailed $0.560265 Postage Rate for Coupons Mailed $0.554009

Banking Services

Account analysis charges Calculated and applied per Schedule A, Section 3.1.N.7.

Less: Bank interest earned Calculated and applied per Schedule A, Section 3.1.N.7.

Special Projects Other SOWs - as agreed Per Quotation

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 4 to

200000000771Contract Number trivedip@michigan.gov

Pratin Trivedi

Valerie Hiltz kimberly.newsombridges@conduent.com

Kim Newsom Bridges

Florham Park, NJ 07932

CONDUENT STATE & LOCAL SOLUTIONS, INC.

CV0001936

740-644-0061

100 Campus Drive , Suite 200

(517) 249-0459 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

517-241-7030

DTMB

hiltzv@michigan.gov

$48,424,226.74

May 1, 2020 April 30, 2030

STATE DISBURSEMENT UNIT FOR CHILD SUPPORT PAYMENT PROCESSING

April 30, 2030

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, 2030

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $48,424,226.74

Effective December 9, 2022, this contract is allowing MDHHS to utilize the PRC Alternate Payment method which will exceed over $5,000 per transaction. This request has been entered in the Cited Authority Table.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

MDHHS

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 3 to

200000000771Contract Number trivedip@michigan.gov

Pratin Trivedi

Valerie Hiltz kimberly.newsombridges@conduent.com

Kim Newsom Bridges

Florham Park, NJ 07932

CONDUENT STATE & LOCAL SOLUTIONS, INC.

CV0001936

740-644-0061

100 Campus Drive , Suite 200

(517) 249-0459

S T

A T

E

P ro g 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

517-241-7030

DTMB

hiltzv@michigan.gov

$48,424,226.74

May 1, 2020 April 30, 2030

STATE DISBURSEMENT UNIT FOR CHILD SUPPORT PAYMENT PROCESSING

April 30, 2030

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, 2030

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $48,424,226.74

Effective August 22, 2022 Schedule A, Statement of Work language is revised as attached. The State's Contract Administrator is changed to Valerie Hiltz, hiltzv@michgan.gov, 517-249-0459.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

Schedule A Language Revisions

Change Notice #3, Effective 8/22/2022 MA # 200000000771

The following language revisions are made to Schedule A, Statement of Work with this Change Notice.

A. Schedule A, Statement of Work, Section 3. General Requirements, Subsection A. Mailroom

Services, 8. is revised to read as follows:

8. Contractor must retain original imaged documents by batch identity for 90 calendar days and disposed of in compliance with IRS Publication 1075 requirements. All original documents must be free of any live payments and be quality checked before disposal.

Contractor will shred documents by using an IRS Pub 1075 compliant shredder for all paper documents containing not only FTI, but also Personally Identifiable Information

(PII).

B. Schedule A, Statement of Work, Section 3. Requirements, Subsection C. Suspense/Research and Resolution Services, 3. 1st paragraph is revised to read as follows:

3. Contractor must deploy business processes that use phone calls, mailing letters, and other electronic means or best practices to appropriately disburse payments instead of the payments going to MiCSES unidentified (UNID). All pre-MiCSES research items (if a pre-MiCSES research database is chosen by the Contractor) are to be resolved within 10 business days following the date of receipt. Regardless of which option is chosen, the Contractor must act upon any information provided such that payments to families are not delayed after research information is discovered. By the close of the 10th business day, it is expected that this work activity will reduce or eliminate the amount of the initial day’s research transaction. On average about 1.5% of the total days receipt volumes go into pre-MiCSES research. About 1.3% of the total days' receipt item volumes go to UNID hold in MiCSES. If volume of the initial day’s research transactions, ending up in MiCSES UNID, exceeds 1.5% monthly average, the Contractor will review the problem and determine a solution to bring the volume back in line or reduce the volume further. The exceptions to the rule for further research payments are items such as FIDM, Insurance Claims Data Match, NSF Recoupment, Bank adjustments, and refunds that go to MiCSES UNID will be worked per the Contractor’s processes. The Contractor may also contact the FOC for additional information, especially related to those orders that are not yet on the system, but only as a last resort.

C. Schedule A, Statement of Work, Section 3. General Requirements, Subsection G. Quality

Assurance, 6b. is revised to read as follows:

b. Call center customer service representatives (CSR) will have QA at a level of no less than two calls monitored from each CSR per day.

D. Schedule A, Statement of Work, Section 3. General Requirements, Subsection I. Reporting and Operational Service Level Agreements. The following language is added as a second paragraph, prior to 1. Receipting, as follows:

The State recognizes that report formats and approach (e.g. dashboards) will change during the life of the Contract. The contractor will maintain the most current versions of reports addressing the needs identified in the below descriptions within a Report Dictionary on the Contractor's intranet site accessible to State staff.

E. Schedule A, Statement of Work, Section 3. General Requirements, Subsection I. Reporting and Operational Service Level Agreements, 2. Research, i. Stop Payment Requests- the Service Level Agreement language is revised to read as follows:

Service Level Agreement:

The penalties for failure to meet the “Report Requirement” are as follows:

• $500 for failure to provide the report within 3 business days of the end of the reporting week.

• $100 for each stop payment check request not processed in MiCSES within 7 business days of request received at the MiSDU from the customer.

F. Schedule A, Statement of Work, Subsection F. Financial Services, 29. is hereby deleted and replaced in its entirety with:

29. In accordance with the State of Michigan Financial Management Guide (FMG) Part VII:

Internal Control, Chapter 1, Section 1000: Managing and Evaluating Controls for Third- Party Risks Managing and Evaluating Controls for Third-Party Risks (sharepoint.com), Contractor must allow audits and verification of all processes, work methods, transactions, and information systems as described in 24.7 of the Standard Contract Terms. In addition, Contractor must annually provide the State, at contractor’s expense, a Service Organization Control (SOC) 2 Type II by American Institute of CPA’s (AICPA). The SOC 2 provides reporting on internal controls at a service organization relevant to security, availability, processing integrity, confidentiality, and privacy. The Contractor must additionally also provide the State annually a SOC 1 Type II report performed by an independent auditor using the same applicable standards.

Within 90 days of the end of the SOC reporting period, the Contractor must submit the SOC report along with a “Bridge” letter covering the “gap” between the Contractor’s SOC report period and the State’s fiscal year: 9/30/yy. The “Bridge” letter must assert that the control environment described in the SOC report has not changed and that tested controls https://gcc02.safelinks.protection.outlook.com/ap/b-59584e83/?url=https%3A%2F%2Fstateofmichigan.sharepoint.com%2Fteams%2Finsidesbo%2Finsideofm%2FDocuments%2FFinancial%2520Management%2520Guide%2FPart%2520VII%2520-%2520Internal%2520Control%2FCh01%2FSection_1000_Managing_and_Evaluating_Controls_for_Third-Party_Risks.pdf&data=05%7C01%7COliverN%40michigan.gov%7C28059c4fbf434731a78d08da32ae7e07%7Cd5fb7087377742ad966a892ef47225d1%7C0%7C0%7C637878022384230758%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=TlaADfCDjSjHzTgrcR5DYH6tElsvN0%2B%2Ff%2FzPiEL7Ne0%3D&reserved=0 continued to operate effectively during gaps between the SOC reporting period and the SOM’s fiscal year.

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

200000000771Contract Number trivedip@michigan.gov

Pratin Trivedi

Joy Nakfoor kimberly.newsombridges@conduent.com

Kim Newsom Bridges

Florham Park, NJ 07932

CONDUENT STATE & LOCAL SOLUTIONS, INC.

CV0001936

740-644-0061

100 Campus Drive , Suite 200

(517) 249-0481 S

T A

T E

P ro g 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

517-241-7030

DTMB

nakfoorj@michigan.gov

$48,424,226.74

May 1, 2020 April 30, 2030

STATE DISBURSEMENT UNIT FOR CHILD SUPPORT PAYMENT PROCESSING

April 30, 2030

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, 2030

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $48,424,226.74

Effective August 30, 2021, the following Contractor personnel in Schedule A - Statement of Work, section J. Staff & Training, 2.

Key Personnel have been changed to:

Operational Project Manager is now Mark Groves, Operational Customer Service Manager is now Tammy Freehan, Operational Manager is now Emily Ackels, and Operational IT Manager is now Stephen Jones.

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 2 - 200000000771

SCHEDULE A - SOW

The following changes are made with this Change Notice:

J. Staff & Training, 2. Key Personnel

Operational Project Manager is now Mark Groves.

Operational Customer Service Manager is now Tammy Freehan.

Operational Manager is now Emily Ackels.

Operational IT Manager is now Stephen Jones.

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

200000000771Contract Number trivedip@michigan.gov

Pratin Trivedi

Joy Nakfoor kimberly.newsombridges@conduent.com

Kim Newsom Bridges

Florham Park, NJ 07932

CONDUENT STATE & LOCAL SOLUTIONS, INC.

CV0001936

740-644-0061

100 Campus Drive , Suite 200

(517) 249-0481 S T A T E

P ro g 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

MDHHS

517-241-7030

DTMB

nakfoorj@michigan.gov

$48,424,226.74

May 1, 2020 April 30, 2030

STATE DISBURSEMENT UNIT FOR CHILD SUPPORT PAYMENT PROCESSING

April 30, 2030

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, 2030

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $48,424,226.74

Effective November 19, 2020, pursuant to Schedule A - Statement of Work, Section 3 (J)(6) Disclosure of Subcontractors, the following subcontractor is added to the Contract:

PayNearMe (a Delaware Corporation with offices located at 5201 Great America Parkway, Suite 510, Santa Clara CA, 95054, 650-930-1030) operates a web-based technology information processing service and supporting infrastructure (the “Cash Transaction Network” or “Network”) under the “PayNearMe” brand, which enables cash payments to various “merchants” at conveniently located retailers (currently 7-Eleven, Inc., ACE Cash Express, CVS Pharmacy, Casey’s General Store, and Family Dollar Stores, referred to as “Payment Locations” below). Contractor will utilize the Network for the purpose of enabling its Clients to obtain payment for Client offerings from their customers and compensate PayNearMe pursuant to the terms of the Contract SOW. PayNearMe will continue to support the cash services function as well as the one-time payment non-registered flow for credit and debit cards and PayNearMe will need to support Individual and Employer payments under the Contract.

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

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 200000000771 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Conduent State & Local Solutions, Inc.

ST

A

TE

Pr og an ag er Pratin Trivedi DHHS

100 Campus Drive, Suite 200 517-241-7030

Florham Park, NJ 07932 trivedip@michigan.gov

Kim Newsom Bridges

C on tra ct

Ad in is tra to r Joy Nakfoor DTMB

740-644-0061 517-249-0481

Kimberly.newsombridges@conduent.com nakfoorj@michigan.gov

CV0001936

DESCRIPTION: State Disbursement Unit for Child Support Payment Processing

INITIAL EFFECTIVE

DATE

INITIAL EXPIRATION

DATE

INITIAL

AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 1, 2020 April 30, 2030 5, 1-Year April 30, 2030

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45, 0.5% discount if paid in 30 days N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

This Contract Agreement is awarded on the bases of our inquiry bearing the solicitation of #180000003419.

ESTIMATED CONTRACT VALUE AT TIME OF

EXECUTION $48,424,226.74

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 525 W. Allegan St., Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 525 W. Allegan St., Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT NO. 200000000771

FOR THE CONTRACTOR:

Conduent State & Local Solutions, Inc.

Company Name

Authorized Agent Signature

Scott Cade Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

James Colangelo, Chief Procurement Officer Name & Title

Department of Technology, Management & Budget Agency

Date

This STANDARD CONTRACT (this “Contract”) is agreed to between the State of Michigan (the “State”) and Conduent State & Local Solutions, Inc. (“Contractor”), a New York Corporation. This Contract is effective on May 1, 2020 (“Effective Date”), and unless earlier terminated, will expire on April 30, 2030 (the “Term”).

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.

The below definitions are for reference to the Contract Terms section only.

1. Definitions. These definitions are for the Standard Contract Terms section only.

“Accept” has the meaning set forth in Section 19.2b).

“Acceptance” has the meaning set forth in Section 19.2b).

“Action” has the meaning set forth in Section 26.1.

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

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

“Availability Requirement” has the meaning set forth in Section 20.

“Business Day” means a day other than a Saturday, Sunday or State Holiday.

“Change Notice” has the meaning set forth in Section 18.2.

“Code” has the meaning set forth in Section 31.

“Confidential Information” has the meaning set forth in Section 25.1.

“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 and execute any Change Notices under this Contract. Each party’s Contract Administrator will be identified in the Statement of Work.

CONTRACT TERMS

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

“Contractor Personnel” means all employees and agents of Contractor, all Subcontractors and all employees and agents of any Subcontractor, involved in the performance of Services.

“Contractor Security Officer” has the meaning set forth in Section 18.5a).

“Contractor Service Manager” has the meaning set forth in Section 18.5a).

“Documentation” means all generally available documentation relating to the Services, including all user manuals, operating manuals and other instructions, specifications, documents and materials, in any form or media, that describe any component, feature, requirement or other aspect of the Services, including any functionality, testing, operation or use thereof.

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

“Fees” has the meaning set forth in Section 23.1.

“Force Majeure Event” has the meaning set forth in Section 30.

“Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner, any (i) computer, software, firmware, hardware, system or network, or (ii) any application or function of any of the foregoing or the integrity, use or operation of any data Processed thereby; or (b) prevent the State or any Authorized User from accessing or using the Services or Contractor Systems as intended by this Contract, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.

“HIPAA” has the meaning set forth in Section 24.1.

“Hosted Services” has the meaning set forth in Section 2.1a).

“Intellectual Property Rights” means any and all rights comprising or relating to: (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 goodwill associated therewith;

(c) authorship rights, copyrights and copyrightable works (including computer programs) 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 this Contract or any 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.

“Loss” 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. “Losses” has a correlative meaning.

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

“Personal Health Information (PHI)” has the meaning set forth in Section 24.1.

“Personally Identifiable Information (PII)” has the meaning set forth in Section 24.1.

“Process” means to perform any operation or set of operations on any data, information, material, work, expression or other content, including to (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other improvements or derivative works, (b) process, retrieve, output, consult, use, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or (c) block, erase or destroy. “Processing” and “Processed” have correlative meanings.

"RPO" or "Recovery Point Objective" means the maximum amount of potential data loss in the event of a disaster.

"RTO" or "Recovery Time Objective" means the period of time to fully restore the Hosted Services in the case of a disaster.

“Reject” has the meaning set forth in Section 19.2b).

“Rejection” has the meaning set forth in Section 19.2b).

“Reports” includes any written test results or other scientific reports related to the Services provided.

“Representatives” means a party’s employees, officers, directors, consultants, legal advisors and, with respect to Contractor, Contractor’s Subcontractors.

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

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

“Service Software” means any and all software applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Contractor provides remote access to and use of as part of the Services.

“Services” has the meaning set forth in Section 18

“Source Code” means the human readable source code of the Service Software to which it relates, in the programming language in which the Service 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 Service Software.

“Specifications” means the specifications for the Services set forth in the applicable Statement of Work and, to the extent consistent with and not limiting of the foregoing, the Documentation.

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

“State Data” has the meaning set forth in Section 24.1.

“State Modification” has the meaning set forth in Section 26.2a).

“State Project Manager” has the meaning set forth in Section 18.8.

“State Systems” means the information technology infrastructure, including the computers, software, databases, electronic systems (including database management systems) and networks, of the State or any of its designees.

“Statement of Work” has the meaning set forth in Section 18.1a). The Initial Statement of Work is attached as Schedule A, and subsequent Statements of Work will be sequentially identified and attached as Schedule A-1, A-2, A-3, etc.

“Subcontractor” means any entity that performs any Services under this Contract and otherwise has the meaning set forth in Section 18.4a).

“Support Services” has the meaning set forth in Section 21.

“Support Service Level Requirement” has the meaning set forth in Section 21.

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

“Transition Period” has the meaning set forth in Section 24.4.

“Transition Responsibilities” has the meaning set forth in Section 22.4.

“User Data” means any and all information reflecting the access or use of the Hosted Services by or on behalf of the State or any Authorized User, including any end user profile, visit, session, impression, click-through or click-stream data and any statistical or other analysis, information or data based on or derived from any of the foregoing.

“Work Product” means all State-specific deliverables that Contractor is required to, or otherwise does, provide to the State under this Contract including reports, project management documents, forms, templates, documents created for evidentiary purposes to demonstrate chain of custody, documents created in anticipation of or preparation for litigation, testimony, or otherwise created with the intent to provide or which has been provided to any court of competent jurisdiction, and other State-specific documents and related materials. Work Product does not include the Service Software.

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, 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; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. 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”):

State: Contractor:

Joy Nakfoor 525 W. Allegan St.

Lansing, MI 48933 Nakfoorj@michigan.gov 517-249-0481

Scott Cade 750 First Street, NE 10TH floor, Room 1023 Washington, D.C. 20002 Scott.cade@conduent.com 917-449-7762

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:

Pratin Trivedi 201 N. Washington Sq., Ste. 401 Lansing, MI - 48933 trivedip@michigan.gov 517-241-7030

Alex Camacho 114 Roan Path San Antonio, TX 78528 Alex.camacho@conduent.com 210-355-7209

5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may mailto:Nakfoorj@michigan.gov mailto:Scott.cade@conduent.com mailto:trivedip@michigan.gov mailto:Alex.camacho@conduent.com require a performance bond (as specified in Schedule A) if, in the opinion of the State, it will ensure performance of the Contract.

6. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor.

7. Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

8. Change of Control. Contractor will notify within 30 days of any public announcement or otherwise once legally permitted to do so, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

9. Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in Schedule A.

10. Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the

State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities performed as specified in Schedule A. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use.