STATE OF MICHIGAN PROCUREMENT

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

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

Contract Number MA210000000128

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A J BOGGS & COMPANY

4736 Marsh Road

Okemos MI 48864

Clarke Anderson

517-648-3225 jca@ajboggs.com

CV0035856

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Pr og ra m

M an ag er

Various DTMB

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

CONTRACT SUMMARY

Hosting and Support of Great Plains

INITIAL EFFECTIVE DATE

December 13, 2021

INITIAL EXPIRATION DATE

December 12, 2026

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE BEFORE

December 12, 2026

PAYMENT TERMS

NET 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

5 Years

EXTENSION LENGTH OF EXTENSION

7 Months

REVISED EXP. DATE

July 12, 2032

CURRENT VALUE

$414,040.00

VALUE OF CHANGE NOTICE

$502,436.90

ESTIMATED AGGREGATE CONTRACT VALUE

$916,476.90

DESCRIPTION

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

Effective 7/7/2026, this Contract is hereby extended seven (7) months to align the end of the base contract with the original go-live date through 7/12/2027. This is using existing funds of $34,865.50, a credit of $20,701.80, and new funds of $23,000.70 for a total of $78,568.00 for the final year of the base contract.

The State is also exercising all five option years, to be billed annually. The price per year year is:

7/13/2027 - 7/12/2028 $90,016.00 7/13/2028 - 7/12/2029 $92,716.48 7/13/2029 - 7/12/2030 $95,497.97 7/13/2030 - 7/12/2031 $98,362.91 7/13/2031 - 7/12/2032 $101,313.80

See attached for details. The contract is increased by $502,436.90 in total for DTMB. The revised contract expiration date is 7/12/2032.

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

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA210000000128

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB Karen Doyle 517-335-7293 DoyleK@michigan.gov

DTMB Lucy Pline 517-896-5103 plinel@michigan.gov

Hosting and Support of Microsoft Great Plains 2027 - 2032 Date Submitted: May 21 2026

Qty Hosting Service Description Unit Price Monthly Option Year 1

Annual Cost Option Year 2

Annual Cost Option Year 3

Annual Cost Option Year 4

Annual Cost Option Year 5

Annual Cost

1 Great Plains DB Server - Dedicated High Availability Server MS Windows Datacenter, 12 GB RAM 150GB HDD, and 5TB Monthly Data Transfer and SQL Server

$755 $755 $9,060 $9,331.80 $9,611.75 $9,900.11 $10,197.11

1 Great Plains Terminal Server - Dedicated High Availability Server MS Windows.206 GB RAM 200GB HDD, 5TB Monthly Data Transfer

$465 $465 $5,580 $5,747.40 $5,919.82 $6,097.42 $6,280.34

12 Managed Hosting Managed Service Includes: Onsite Nightly Backup Services, Server Vitals and Automated Monitoring Systems, Basic Antivirus protection and updates, OS and Database Patching, Server Hardware Maintenance and Replacement, 24/7 System & Server Support.

Dedicated VPN, and related maintenance.

$950 $950 $11,400 $11,742.00 $12,094.26 $12,457.09 $12,830.80

1 Security Support--Annual maintenance of processes in alignment to NIST SP 800-53 moderate (Revision 5) Maintenance of the security and privacy controls to protect information systems, manage risk, and cybersecurity, including annual SSP revisions.

Includes special Active Directory Services and Group Policy rules.

$1,996 $1,996 $23,952 $24,670.56 $25,410.68 $26,173.00 $26,958.19

Proposed payments to Maner for the GP Support 1 Next-Generation Antivirus and Endpoint Detection and Response Annual

Productand Ops Support Maintenance (SI-3,4,7, AU-2, AU-6, IR-4,5) $210 $210 $2,520 $2,595.60 $2,673.47 $2,753.67 $2,836.28

Year One Year Two Year Three Year Four Year Five 2 MSDynamics GP Support (from Maner Costerisan) at two hours per month @

$216/hr (additional support billed as approved by MI Treas.)

$216 $432 $5,184 $5,339.52 $5,499.71 $5,664.70 $5,834.64

Rate paid by Mtreas: $216 $222 $229 $236 $243 10 Microsoft RDP & Duo Multi-Factor & Microsoft Office Standard Edition (Word

& Excel), DUO - licenses & software assurance - 1subscriber (SAL) $24 $240 $2,880 $2,966.40 $3,055.39 $3,147.05 $3,241.47

Hrly Rate Paid to Maner / Month: $200.00 $206.00 $212.18 $218.55 $225.10 10 Dynamics GP License and Software Assurance (per user, Full User SAL) $122 $1,220 $14,640 $15,079.20 $15,531.58 $15,997.52 $16,477.45

10 SQL Server Standard Edition (SAL, per subscriber) $22 $220 $2,640 $2,719.20 $2,800.78 $2,884.80 $2,971.34

1 Conduct Annual MI-TREAS system specific Disaster Recovery testing (CP-4) $2,680 $223 $2,680 $2,760.40 $2,843.21 $2,928.51 $3,016.36

Qty Backups and Disaster Recovery Unit Price Monthly Annual Cost Annual Cost Annual Cost Annual Cost Annual Cost

2 IXN Vault: Server daily incremental backups with a full back up once a week allowing for 7 days of backup retention.

-Server offsite replication allowing for a one hour recovery point objective

(RPO)

-Recovery time objective (RTO) for production systems is 24 hours -For High Availability (Faster) Recovery, please request more information

$395 $790 $9,480 $9,764.40 $10,057.33 $10,359.05 $10,669.82

$ 7,501 $7,726.37 $7,958.16 $8,196.91 $8,442.82

$ 90,016 $92,716.48 $95,497.97 $98,362.91 $101,313.80

2027 Professional Services Rate Schedule

Role Standard

2027 Hourly Rate

Hourly Rates

Hourly Rates

Hourly Rates

Hourly Rates

Data Engineer $135.20 $140.61 $146.23 $152.08 $158.16 Programmer $101.92 $106.00 $110.24 $114.65 $119.23 CAREWare Expert $240.24 $249.85 $259.84 $270.24 $281.05 CAREWare Operations Support Services (COSS) Analyst $148.72 $154.67 $160.86 $167.29 $173.98 Contract Manager $114.40 $118.98 $123.74 $128.68 $133.83 Cloud Services Manager $200.72 $208.75 $217.10 $225.78 $234.81 EPIC Expert $218.40 $227.14 $236.22 $245.67 $255.50 Ryan White Support Analyst $109.20 $113.57 $118.11 $122.84 $127.75 IT Project Manager (PM) $205.92 $214.16 $222.72 $231.63 $240.90 Project Coordinator $140.40 $146.02 $151.86 $157.93 $164.25 Senior Security Expert $338.00 $351.52 $365.58 $380.20 $395.41 Senior Systems Administrator (SSA) $192.40 $200.10 $208.10 $216.42 $225.08 System Security Analyst $200.72 $208.75 $217.10 $225.78 $234.81

Monthly Total

12 Month Total

Systems/Network Administrator $150.80 $156.83 $163.11 $169.63 $176.41 Software Developer $133.12 $138.44 $143.98 $149.74 $155.73 Senior Software Developer $166.40 $173.06 $179.98 $187.18 $194.66 DevOps Specialist $192.40 $200.10 $208.10 $216.42 $225.08 System Architect $217.36 $226.05 $235.10 $244.50 $254.28 AI Subject Matter Expert $260.00 $270.40 $281.22 $292.46 $304.16 AI System Architect $275.00 $286.00 $297.44 $309.34 $321.71 Help Desk Coordinator $88.40 $91.94 $95.61 $99.44 $103.42 Operations Associate $70.72 $73.55 $76.49 $79.55 $82.73 QA Analyst $143.52 $149.26 $155.23 $161.44 $167.90 Business Analyst $188.76 $196.31 $204.16 $212.33 $220.82 Database Administrator $171.60 $178.46 $185.60 $193.03 $200.75 UX Researcher $200.20 $208.21 $216.54 $225.20 $234.21 AI Operations Analyst $171.60 $178.46 $185.60 $193.03 $200.75 Great Plains Dynamics Specialist $216.00 $224.64 $233.63 $242.97 $252.69 AI Engineer $233.00 $242.32 $252.01 $262.09 $272.58 Agentic Architect $255.00 $265.20 $275.81 $286.84 $298.31 Accountant $192.40 $200.10 $208.10 $216.42 $225.08 Senior Accountant $358.80 $373.15 $388.08 $403.60 $419.75 Senior Accounting Manager $468.00 $486.72 $506.19 $526.44 $547.49 Accounting Director $572.00 $594.88 $618.68 $643.42 $669.16 Accounting Principal $702.00 $730.08 $759.28 $789.65 $821.24 Senior Data Engineer $288.00 $299.52 $311.50 $323.96 $336.92 Senior Advisor $234.00 $243.36 $253.09 $263.22 $273.75 Graphic Designer $146.43 $152.29 $158.38 $164.72 $171.30

(Rates listed above start with 2027 rates and increase annually by 4%.)

Revised 2/2019

AJ Boggs & Company

4736 Marsh Road

Okemos, MI 48864

Clarke Anderson

517-648-3225 jca@ajboggs.com

CV0035856

Pr og ra m

M an ag er Karen Doyle TREA

517-335-7293

DoyleK@michigan.gov

C on tra ct

Ad in is tr KeriAnn Trumble DTMB

989-259-2625

Trumblek1@michigan.gov

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

Contract Number 210000000128

CONTRACT SUMMARY

DESCRIPTION: Hosting and Support of Microsoft Great Plains

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

December 13, 2021 December 12, 2026 Five (5) One (1)Year Options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☐ ☐ December 12, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$414,040.00 $0 $414,040.00 DESCRIPTION: Effective 8/4/2022, the following amendment is incorporated into this Contract per Attachment A.

Please note the Contract Administrator has been changed to KeriAnn Trumble. All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Office of Financial Services approval.

STATE OF MICHIGAN PROCUREMENT

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

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Attachment A

210000000128 Change Notice 1

August 4, 2022

Section 22.2 State of Michigan Digital Standards Review is amended to include the following:

Microsoft Dynamics Great Plains (MSD-GP) is a Commercial off the Shelf (CotS) application that is hosted by the Contractor. As a CotS application, the Contractor does not have the ability to make updates to the application. Due to this, it is currently not possible for the Contractor to maintain or exceed WCAG 2.0 Level AA conformance or be in compliance with State of Michigan ADA standards.

Throughout the life of this contract, if Microsoft publishes a version of MSD-GP that meets or exceeds State of Michigan ADA standards, or a version that allows user interface modifications to make the application ADA compliant, the Contractor will perform due diligence to ensure ADA compliance is met.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 210000000128 .

between

THE STATE OF MICHIGAN

and

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AJ Boggs & Company

ST

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M an ag er Karen Doyle TREA

4660 S. Hagadorn Rd STE 290 517-335-7293

East Lansing, MI 48823 DoyleK@michigan.gov

Clarke Anderson

C on tra ct

Ad in is tra to r Jordan Sherlock DTMB

517-648-3225 517- 243-5556 jca@ajboggs.com SherlockJ@michigan.gov

CV0035856

CONTRACT SUMMARY

DESCRIPTION: Hosting and Support of Microsoft Great Plains

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

December 13th, 2021 December 12th, 2026 Five (5) One (1) Year Options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Per attached specifications

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER: This contract agreement is awarded on the basis of our inquiry bearing RFP 200000001295. Orders for delivery will be issued directly by Departments through issuance of a Delivery Order.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $414,040

CONTRACT NO. 210000000128

STATE OF MICHIGAN PROCUREMENT

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

STATE OF MICHIGAN

CONTRACT TERMS

This Software Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and AJ Boggs & Company (“Contractor” or “AJ Boggs”), a Michigan Corporation. This Contract is effective on December 13th, 2021 (“Effective Date”), and unless earlier terminated, will expire on December 12th, 2026. (the “Term”).

AJ Boggs is solely responsible for all contract activities and obligations in accordance with the terms of this Contract, regardless of whether any such activity is being performed by a business unit of AJ Boggs, Permitted Subcontractor, subcontractor, or any other Third Party.

This Contract may be renewed for up to five (5) additional one (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 26.3(b)(ii).

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

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

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

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

“Business Owner” is the individual appointed by the agency 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.

“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 31.1.

“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 29.1.

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

“Harmful Code” means any: (a) virus, trojan horse, worm, backdoor or other software or hardware devices the effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, encrypt, modify, copy, erase, or otherwise harm or impede in any manner, any (i) computer, software, firmware, data, 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 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 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.

“PAT” means a document or product accessibility template, including any Information Technology Industry Council Voluntary Product Accessibility Template or VPAT®, that specifies how information and software products, such as websites, applications, software and associated content, conform to WCAG

2.0 Level AA

“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 B, 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, including without limitation the Statement of Work, or the Service Level Agreement.

“Service Level Agreement” means the service level agreement attached as Schedule E 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 24.

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

“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 23.3

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

“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.

“WCAG 2.0 Level AA” means level AA of the World Wide Web Consortium Web Content Accessibility Guidelines version 2.0.

“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 23. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work (including the Implementation Plan and all Milestone Dates) is strictly required.

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 23.

(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 and the License Agreement set forth in Schedule C (the “License Agreement”).

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. Contractor will maintain the Availability Requirement and the Support Service Level Requirement set forth in the Service Level Agreement attached as Schedule E to this Contract.

7. Support Services

7.1 Support Services for Externally Hosted Software. Contractor shall provide the State with the Support Services described in the Service Level Agreement attached as Schedule E 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, of which the publicly available ones are 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 https://www.michigan.gov/documents/dtmb/1340.00.01_Acceptable_Use_of_Information_Technology_Standard_458 958_7.pdf. 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 and/or subcontractor(s) or any Contractor Personnel’s access to the State’s system if the State determines a violation occurred.

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. Contractor shall comply with the security requirements set forth in Schedule F 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:

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

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 https://www.michigan.gov/documents/dtmb/1340.00.01_Acceptable_Use_of_Information_Technology_Standard_458958_7.pdf https://www.michigan.gov/documents/dtmb/1340.00.01_Acceptable_Use_of_Information_Technology_Standard_458958_7.pdf

(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. The State’s request must be written with reasonable detail outlining the reasons for the removal request. Replacement personnel for the removed person must be fully qualified for the position. If the State exercises this right, and Contractor cannot immediately replace the removed personnel, the State agrees to negotiate an equitable adjustment in schedule or other terms that may be affected by the State’s required removal.

9.2 Contractor’s Project Manager. Throughout the Term of this Contract, Contractor must maintain a Contractor employee acceptable to the State to serve as Contractor’s Project Manager, who will be considered Key Personnel of Contractor. Contractor’s Project Manager will be identified in the Statement of Work.

(a) Contractor’s Project Manager must:

(i) have the requisite authority, and necessary skill, experience, and qualifications, to perform in such capacity;

(ii) be responsible for overall management and supervision of Contractor’s performance under this Contract; and

(iii) be the State’s primary point of contact for communications with respect to this Contract, including with respect to giving and receiving all day-to-day approvals and consents.

(b) Contractor’s Project Manager must attend all regularly scheduled meetings as set forth in the Implementation Plan, and will otherwise be available as set forth in the Statement of Work.

(c) Contractor will maintain the same Project Manager throughout the Term of this Contract, unless:

(i) the State requests in writing the removal of Contractor’s Project Manager;

(ii) the State consents in writing to any removal requested by Contractor in writing;

(iii) Contractor’s Project Manager ceases to be employed by Contractor, whether by resignation, involuntary termination or otherwise.

(d) Contractor will promptly replace its Project Manager on the occurrence of any event set forth in Section 9.2(c). Such replacement will be subject to the State's prior written approval.

9.3 Contractor’s Key Personnel.

(a) The State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, introduce the individual to the State’s Project Manager, and provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection.

(b) Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under Section 23.1.

(c) It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result of any Unauthorized Removal. Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Section 23.1, Contractor will issue to the State an amount equal to $25,000 per individual (each, an “Unauthorized Removal Credit”).

(d) Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed under Subsection (c) above: (i) is a reasonable estimate of and compensation for the anticipated or actual harm to the State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately estimate; and (ii) may, at the State’s option, be credited or set off against any Fees or other charges payable to Contractor under this Contract.

9.4 Subcontractors. Contractor will not, without the prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, engage any Third Party to perform Services. The State’s approval of any such Third Party (each approved Third Party, a “Permitted Subcontractor”) does not relieve Contractor of its representations, warranties or obligations under this Contract. Without limiting the foregoing, Contractor will:

(a) be responsible and liable for the acts and omissions of each such Permitted Subcontractor (including such Permitted Subcontractor's employees who, to the extent providing Services or Deliverables, shall be deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees;

(b) name the State a third party beneficiary under Contractor’s Contract with each Permitted Subcontractor with respect to the Services;

(c) be responsible for all fees and expenses payable to, by or on behalf of each Permitted Subcontractor in connection with this Contract, 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; and

(d) notify the State of the location of the Permitted Subcontractor and indicate if it is located within the continental United States.

10. State Obligations.

10.1 State Resources and Access. The State is responsible for:

(a) providing the State Materials and such other resources as may be specified in the Statement of Work (collectively, “State Resources”).

10.2 State Project Manager. Throughout the Term of this Contract, the State will maintain a State employee to serve as the State’s Project Manager under this Contract. The State’s Project Manager will be identified in the Statement of Work. The State’s Project Manager will be available as set forth in the Statement of Work.

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