STATE OF MICHIGAN PROCUREMENT

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

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number MA210000000880

C O

N

TR

AC

TO

R

U.S. BANK

200 South 6th St, EP-MM-L16C

Minneapolis MN 55402

Kelli Keller

612-973-2799

Kelli.keller@usbank.com

CV0014056

ST

AT

E

Pr og ra m

M an ag er

Various Various

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

517-897-7321 massae@michigan.gov

CONTRACT SUMMARY

Electronic Payment Card Services

INITIAL EFFECTIVE DATE

July 30, 2021

INITIAL EXPIRATION DATE

July 29, 2026

INITIAL AVAILABLE OPTIONS

2 - 1 Year

EXPIRATION DATE BEFORE

July 29, 2026

PAYMENT TERMS

N/A

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

2 Years

EXTENSION LENGTH OF EXTENSION

REVISED EXP. DATE

July 29, 2028

CURRENT VALUE

$215,000.00

VALUE OF CHANGE NOTICE

$150,000.00

ESTIMATED AGGREGATE CONTRACT VALUE

$365,000.00

DESCRIPTION

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

Effective May 4th, 2026, the two option years available on this contract are hereby exercised. The revised contract expiration date is July 29th, 2028. The contract is also increased by $150,000.00

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

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA210000000880

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

MSHDA Marshall Brooks 517-241-0956 brooksm8@michigan.gov

LEO Lisa Johnson-Washington JohnsonWashingtonL@michi gan.gov

MSL Tane Dorsey DorseyT2@michigan.gov

MSL Julie Proux ProuxJ@michigan.gov

STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

Contract Number 210000000880

Various

Valerie Hiltz kelli.keller@usbank.com

Kelli Keller

Minneapolis, MN 55402

U.S. BANK

CV0014056

612-973-2799

200 South 6th St, EP-MM-L16C

(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

DTMB

hiltzv@michigan.gov

$215,000.00

May 1, 2021 July 29, 2026

ELECTRONIC PAYMENT CARD SERVICES

July 29, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 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

☐ ☐ July 29, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $215,000.00

Effective April 28, 2023 the Michigan State Housing Development Authority (MSHDA) is being added as a user to this contract and is adding the scope related to MSHDA as outlined in Schedule O- Statement of Work as attached.

All other terms, conditions, specifications and pricing remain the same, per agreement between the Contractor and MSHDA, and the approval of DTMB Central Procurement Services.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

MULTI

AGENCY NAME PHONE EMAIL

Multi-Agency and Statewide Contracts

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 210000000880

Maria Skonieczny 313-456-1633 skoniecznym1@michigan.govLEO

Paula Tarrant 517-373-3318 tarrantp@michigan.govMGCB

Marshall Brooks 517-241-0956 brooksm8@michigan.govMSHDA

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

210000000880Contract Number various

Joy Nakfoor kelli.keller@usbank.com

Kelli Keller

Minneapolis, MN 55402

U.S. BANK

CV0014056

612-973-2799

200 South 6th St, EP-MM-L16C

(517) 249-0481 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

DTMB

nakfoorj@michigan.gov

$200,000.00

May 1, 2021 July 29, 2026

ELECTRONIC PAYMENT CARD SERVICES

July 29, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 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

☒ ☐ July 29, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$15,000.00 $215,000.00

Effective June 22, 2021, this contract is hereby increased by $15,000.00 to cover the costs of anticipated return mail. The actual cost of return mail ($0.08/piece) will be billed to and paid for by the State.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

MULTI

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 210000000880 .

between

THE STATE OF MICHIGAN

and

CO

NT

RA

CT

O R

U.S. Bank National Association

ST

AT

E

P ro gr am

M an ag er

Various Multi

200 South 6th St, EP-MM-L16C

Minneapolis, MN 55402

Kelli Keller

C on tra ct

A dm in is tra to r

Joy Nakfoor DTMB

612-973-2799 517-249-0481

Kelli.keller@usbank.com nakfoorj@michigan.gov

CV0014056

CONTRACT SUMMARY

DESCRIPTION: Electronic Payment Card Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

2 – 1 year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER: This Contract Agreement is awarded on the basis of our inquiry bearing the Solicitation # 200000002309. Orders for delivery will be issued through the issuance of a Delivery Order

(DO).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $200,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, & Budget – Central Procurement Services 525 W Allegan St, 1st Floor, Lansing, MI 48933 P.O> Box 30026, Lansing, MI 48909

May 1, 2021 July 29, 2026 July 26, 2026 mailto:Kelli.keller@usbank.com

CONTRACT NO. 210000000880

Program Managers for Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

UIA Maria Skonieczny 313-456-1633 skoniecznym1@michigan.gov

LOTTERY Paula Tarrant 517-373-3318 tarrantp@michigan.gov

CONTRACT NO. 210000000880

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

210000000880 1

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

Bank National Association (“Contractor”), a national banking association. This Contract is effective on May 1, 2021 (“Effective Date”), with a go-live date of no later than July 30, 2021 for UIA and August 30, 2021 for Lottery, and unless terminated, expires on July 29, 2026.

This Contract may be renewed for up to two (2) additional one (1) year period(s) upon the written mutual agreement of the parties. The parties will document its exercise of renewal options via Contract Change Notice.

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

“Accept” has the meaning set forth in Section 19.

“Acceptance” has the meaning set forth in Section 19.

“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 33.

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

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

“Change” has the meaning set forth in Section 5.

“Change Notice” has the meaning set forth in Section 5.

“Change Proposal” has the meaning set forth in Section 5.

“Change Request” has the meaning set forth in Section 5.

“Confidential Information” has the meaning set forth in Section 38.a.

“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 Activities” refers to the Services, Deliverables, delivery of commodities, or other contractual requirements set forth in Schedule A – Statement of Work, including any subsequent Statement(s) of Work, that the Contractor agrees to provide and the State agrees to purchase pursuant to the terms of this Contract.

STANDARD CONTRACT TERMS

210000000880 2

“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 State’s requests to obtain Contract Activities.

“Contractor Marks” refers to the names “US Bank” and “US Bancorp” and the US Bank and shield design, U.S. Trademark Registration No. 2,247,139, registered on May 25, 1999, which are owned by U.S. Bancorp or one or more of its Subsidiaries, as well as any other trademark or service marks owned by U.S. Bancorp that include the terms “US Bank” (“UBANK,” “US,” “U”) or “US Bancorp,” however these terms may be capitalized or punctuated.

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

“Deliverables” means all materials, including, but not limited to Software, Documentation, written materials and commodities, 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 Schedule A - Statement of Work.

“Dispute Resolution Procedure” has the meaning set forth in Section 55.

“Documentation” means all generally available documentation relating to the Software, 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 Software or Hosted Services (as defined in Schedule D), including any functionality, testing, operation or use thereof.

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

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

“Fees” means collectively all fees collected by the Contractor pursuant to the terms of this Contract.

“Financial Audit Period” has the meaning set forth in Section 42.

“Force Majeure” has the meaning set forth in Section 54.

“HIPAA” has the meaning set forth in Section 47.

“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 Schedule A – Statement of Work.

210000000880 3

“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 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.

“MasterCard Marks” means all names, logos, trademarks, and service marks owned by MasterCard Worldwide and its subsidiaries in the United States.

“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.

“Permitted Subcontractor” has the meaning set forth in Section 13.

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

“PLUS SYSTEM Marks” means the service marks “PLUS SYSTEM” and a certain diamond design, which are registered as United States Registration No. 1,116,468 dated April 10, 1979 for PLUS SYSTEM, Registration No. 1,120,179 dated June 12, 1979 for a diamond design, Registration No. 1,117,432 dated May 1, 1979 for PLUS SYSTEM used in conjunction with the diamond design, and all of which are owned by Visa International Inc.

“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 Fees, rates and Pricing payable under this Contract.

“Program” means the program between Contractor and State for the issuance of Cards to Cardholders, according to the terms of this Contract.

“Program Manager” is the individual appointed by each party to (a) monitor and coordinate the day-to-day activities of this Contract, and (b) for the State, to co-sign off on its notice of Acceptance of the Deliverables.

Each party’s Program Manager will be identified in the Statement of Work-Schedule A or the Master Services Agreement-Schedule J.

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

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

210000000880 4

“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.

“Services” means any of the services Contractor is required to or otherwise does provide under this Contract, Schedule A - Statement of Work, Schedule C - Software Terms for On-site Hosting (if applicable), and Schedule E – Contractor Hosted Software and Services (if applicable).

“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.

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

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 37.a.

“State Marks” refers to any State logo, trademark, or service mark owned by State.

“State Materials” means all materials and information, including equipment, 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.

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

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

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

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

“Transition Period” has the meaning set forth in Section 31.

“Transition Responsibilities” has the meaning set forth in Section 31.

“Unauthorized Removal” has the meaning set forth in Section 15.

“Unauthorized Removal Credit” has the meaning set forth in Section 15.

“Visa Marks” refers to the “Visa” service mark and the Three Bands Design, along with all other logos, trademarks and service marks owned by Visa U.S.A. or Visa International, Inc.

“Warranty Period” means the period set forth in Schedule A, the Statement of Work, commencing on the date of acceptance of all Deliverables purchased pursuant to the terms of this Contract.

“Work Product” means all State-specific deliverables that Contractor is required to provide to the State under this Contract including but not limited to written materials, computer scripts, software configuration, 210000000880 5 software customization, 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. Work Product does not include software.

2. Duties of Contractor. Contractor must perform the Services and provide the Deliverables described in

Schedule A – Statement of Work. 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 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. Statement(s) of Work. Contractor shall provide the Contract Activities 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 Sections 26 and 27. 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 is strictly required.

4. Statement of Work Requirements. Each Statement of Work may include the following: (a) names and contact information for Contractor’s Contract Administrator, Program Manager and Key Personnel; (b) names and contact information for the State’s Contract Administrator, Program Manager and Business Owner; (c) a detailed description of the Services to be provided under this Contract, including any training obligations of Contractor; (d) a detailed description of the Deliverables to be provided under this Contract; (e) a description of all liquidated damages associated with this Contract, if any; and (f) a detailed description of all State Resources, if any, required to complete the Implementation Plan, if such a Plan is necessary.

5. 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 Contract Activities (each, a “Change”). Contractor will respond within thirty (30) days of the State’s submission of a Change Request, and upon mutual agreement the parties will evaluate and implement all Changes in accordance with this Section 5. 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. 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.

6. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

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

U.S. Bank:

U.S. Bank National Association 200 South 6th Street, EP-MN-L16C Minneapolis, MN 55402 Attn: SVP – Prepaid Debit Products

Copy to:

U.S. Bancorp Corporate Counsel 800 Nicollet Mall, BC-MN-H21N

210000000880 6

Minneapolis, MN 55402 Attn: Corporate Payment Solutions Counsel

7. 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 require a performance bond (as specified in Schedule A) if, in the opinion of the State, it will ensure performance of the Contract.

8. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. The Commercial General Liability and Automobile Liability shall be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State. All insurance shall be provided by a company with an A.M. Best rating of "A-" or better, and a financial size of VII or better.

Required Limits Additional Requirements Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence Limit $1,000,000 Personal & Advertising Injury Limit $2,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 2010 07 04 and CG 2037 07 04.

Automobile Liability Insurance

Minimum Limits:

$1,000,000 Per Accident

Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage.

Privacy and Security Liability (Cyber Liability) Insurance

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Annual Aggregate

Contractor must have their policy: cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

Crime (Fidelity) Insurance

Minimum Limits:

$1,000,000 Employee Theft Per Loss

Contractor must have their policy: (1) cover forgery and alteration, theft of money and securities, robbery and safe burglary, computer fraud, funds transfer fraud, money order and counterfeit currency.

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities; and (c) if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section or policies which are commensurate to the services they provide; and (c) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

210000000880 7

This Section is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

9. Reserved.

10. Reserved.

11. 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.

12. Intellectual Property Rights. Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Work Product produced as part of the Contract Activities, and all associated intellectual property rights, if any. In general, Work Product constitutes works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Work Product, and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Work Product, including all intellectual property rights therein. Contractor also irrevocably waives any and all claims Contractor may have now or hereafter have in any jurisdiction to so called “moral rights” or rights of droit moral with respect to the Work Product. If Contract Activities includes the purchase or use of software, such purchase, use, or access to Software shall be subject to Schedules B and C or D of this Contract.

13. Subcontracting. Contractor will not, without the prior written approval of the State (which approval will not be unreasonably withheld), engage any Third Party to perform Services solely for this Contract. 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. It is further understood and agreed that if Contractor uses subcontractors, which are not used solely for the purposes of this Contract, but still provide certain Services or Deliverables under this Contract, Contractor will:

(a) be responsible and liable for the acts and omissions of each such subcontractor (including such 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) be responsible for all fees and expenses payable to, by or on behalf of each 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

(c) upon request, notify the State of the location of the subcontractor and indicate if it is located within the continental United States.

14. Staffing. 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

210000000880 8 disability benefits. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

15. Key Personnel. If, in the sole discretion of the State, Key Personnel are required to complete the Contract Activities, such Key Personnel shall be identified in Schedule A - Statement of Work. The State has the right to recommend and approve in writing the initial assignment, as well as any proposed replacement, of any Key Personnel. The State’s approval will not be unreasonably withheld. 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 Program 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.

Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The State’s consent will not be unreasonably withheld. 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, reduction in force 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 27.

It is 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 27, Contractor will issue to the State an amount set forth in Schedule A

– Statement of Work (each, an “Unauthorized Removal Credit”).Background Checks. 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. Upon request, Contractor must perform background checks on all employees and will require subcontractors to perform background checks on its employees. 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.

16. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. This approval will not be unreasonably withheld. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

17. 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.

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

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19. Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in Schedule A. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted, but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 27, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

20. Reserved.

21. Reserved.

22. Reserved.

23. 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. All prices are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

24. Payment Disputes. The State may withhold from payment any and all payments and amounts the State disputes in good faith, pending resolution of such dispute, provided that the State: (a) timely renders all payments and amounts that are not in dispute; notifies Contractor of the dispute prior to the due date for payment, specifying in such notice: (i) the amount in dispute; and (ii) the reason for the dispute set out in sufficient detail to facilitate investigation by Contractor and resolution by the parties; (b) works with Contractor in good faith to resolve the dispute promptly; and (c) promptly pays any amount determined to be payable by resolution of the dispute.

Contractor shall not withhold any Contract Activities or fail to perform any obligation hereunder by reason of the State's good faith withholding of any payment or amount in accordance with this Section 24 or any dispute arising therefrom.

http://www.michigan.gov/SIGMAVSS

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25. Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Schedule A.

Amounts due the State as liquidated damages may be set off against any Fees payable to Contractor under this Contract, or the State may bill Contractor as a separate item and Contractor will promptly make payments on such bills.

26. Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or delivery order.

The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

27. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach.

Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period.

If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 28, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

If Contractor terminates this Contract under this Section, the Contractor will issue a termination notice specifying the reason or reasons why the Contractor believes the State is in default under this Contract. The State will have a period of 45 days from receipt of the notice to cure the cited default to the Contractor’s satisfaction. In the event the default is not cured by the end of such 45 day period, then the Contractor may immediately terminate this Contract by providing the State with another written notice stating that this Agreement is being terminated under this Section.

28. Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately, or

(b) continue to perform the Contract Activities in accordance with Section 25, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

29. Contractor Termination Rights.

Following the Dispute Resolution process outlined in Section 55:

(a) Contractor may terminate its remaining obligations under this Contract upon 30 days’ prior written notice; (i) if the State fails to make payment obligations, as set forth in this Contract; (ii) if the State becomes insolvent; or (iii) if the State breaches any of its material duties or obligations under this Contract.

(b) Other than Contractor’s direct deposit obligations, Contractor may curtail or restrict its Program obligations under this Contract without liability, except for liabilities accrued prior to the termination, upon Contractor’s determination, that State’s activities relating to the Program have subjected the Contractor to undue legal or regulatory risk. In the event that Contractor wishes to curtail or restrict operations under this Contract for a reason specified in this section, Contractor shall give written notice to State which specifically supports the reason or reasons why Contractor has determined the State’s activities relating to the Program have subjected the Contractor to undue legal or regulatory risk, and request State to specify the act or acts

210000000880 11 which it will accomplish to cure the cited concerns. State will have a period of 60 days from its receipt of this notice to cure the cited concerns. In the event the concerns are not resolved by the end of such 60 day period, the Contractor may then elect to curtail or restrict its operations under this Contract by giving State another written notice stating that this Contract is curtailed or restricted under the provisions of this Section 29(b). In the event the concerns are not resolved by the end of such 60 day period, the Contractor may then immediately terminate the Program operations under this Contract associated with the uncured legal or regulatory risk. Contractor will have no Transition Responsibilities outlined in Section 31.

(c) Other than Contractor’s direct deposit obligations, Contractor may curtail or restrict its Program obligations under this Contract without liability, except for liabilities accrued prior to the termination, upon Contractor’s commercially reasonable determination, that State’s activities relating to the Program may subject Contractor to undue financial risk. In the event that Contractor wishes to curtail or restrict operations under this Contract for a reason specified in this section, Contractor shall give written notice to State which specifically states the reason or reasons why Contractor in its commercially reasonable determination believes the State’s activities relating to the Program have subjected the Contractor to undue financial risk, and request State to specify the act or acts which it will accomplish to cure the cited concerns. State will have a period of 60 days from its receipt of this notice to cure the cited concerns. In the event the concerns are not resolved by the end of such 60 day period, the Contractor may then elect to curtail or restrict its operations under this Contract by giving State another written notice stating that this Contract is curtailed or restricted under the provisions of this Section 29(c). In the event such curtailment or restriction of the State’s activities relating to the Program, the curtailment or restriction will be considered a partial termination of that specific Program only and subject to the Contractor’s Transition Responsibilities under Section 31.

(d) Survival. This Section survives termination or expiration of this Contract.

30. Effect of Termination. Upon and after the termination or expiration of this Contract or one or more Statements of Work for any or no reason: (a) Contractor will be obligated to perform all Transition Responsibilities specified in Section 31; (b) all licenses granted to Contractor in State Data will immediately and automatically also terminate. Contractor must promptly return to the State all State Data not required by Contractor for its Transition Responsibilities, if any; (c) Contractor will: (i) return to the State all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the State’s Confidential Information; (ii) permanently erase the State’s Confidential Information from its computer systems; and (iii) certify in writing to the State that it has complied with the requirements of this Section 30 in each case to the extent such materials are not required by Contractor for Transition…