220000001254.pdf

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Centralized Electronic Payment Authorization System (CEPAS)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

August 1, 2022 June 30, 2026 5 - 1 Year June 30, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

255 Fiserv Dr.

Brookfield WI 53045

Jason Clark

513-207-5265

JasonW.Clark@Fiserv.com

CV0060377

FIRST DATA GOVERNMENT

SOLUTIONS LP

C O

N

TR

A C

TO

R

Brandon Samuel

517-249-0439

DTMB

Various Various samuelb@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Net 45

Change Notice Number 5

Contract Number MA220000001254 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$9,700,000.00 $70,200.00 $9,770,200.00

DESCRIPTION

Effective September 1, 2025, the Contract is amended per the attached SOW for use of the PayPoint Velocity Controls service as well adding funding of $70,200 for the SOW. Additionally, section 4 ADA Compliance of the contract is updated to include:

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

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

Agency Program Manger changed to Karissa Stoecker.

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

AGENCY NAME PHONE EMAIL

DTMB Lucy Pline 517-636-5052 plinel@michigan.gov

TREA Karissa Stoecker 517-614-5832 StoeckerK@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 5 TO CONTRACT NO. MA220000001254

Michigan.gov/MiProcurement

Version 2021-1 1 of 4

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Treasury - CEPAS - Add service and funds

Period of Coverage:

09/01/2025 - 06/30/2028

Requesting Department:

Treasury

Date:

Agency Program Manager:

Karissa Stoecker

Phone:

517-614-5832

DTMB Program Manager:

Lucy Pline

Phone:

517-896-5103

Brief description of services to be provided:

Adding service to the CEPAS contract (MA220000001254) allowing the State of Michigan (SOM) to use the PayPoint Velocity Controls service in CEPAS with funding of $70,200.00.

BACKGROUND:

Treasury will add the PayPoint Velocity Controls to CEPAS for SOM usage. This new service will add an element to the system which identifies the charge for each business rule used to determine whether or not a payment attempt is declined, based on the number of previous payments over a selected period, with decision elements using specific criteria related to payment attempt attributes, accessible within the PayPoint Velocity Controls service.

PROJECT OBJECTIVE:

Treasury would like to add $70,200 to the CEPAS contract for the PayPoint Velocity Control element. More funds will be added to the contract at a later time if more agencies sign up for the service.

SCOPE OF WORK:

Adding service to the CEPAS contract (MA220000001254) allowing the State of Michigan (SOM) to use the PayPoint Velocity Controls service in CEPAS.

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Billing# Element Description Price

(USD$)

Per Unit

5272 PayPoint Velocity Controls

This element identifies the charge for each business rule used to determine whether or not a payment attempt is declined, based on the number of previous payments over a selected period, with decision elements using specific criteria related to payment attempt attributes, accessible within the PayPoint Velocity Controls service.

$225.00 Billed Monthly for each participating Agency. No cap on the number of rules or applications per Agency

ACCEPTANCE CRITERIA:

The State will use the criteria provided in Exhibit A – Fraud Detect Implementation Form, #9 Acceptance Criteria.

PROJECT CONTROL AND REPORTS:

A bi-weekly progress report must be submitted to the Agency and DTMB Project Managers throughout the life of this project. This report may be submitted with the billing invoice.

Each bi-weekly progress report must contain the following:

1. Hours: Indicate the number of hours expended during the past two weeks, and the cumulative total to date for the project. Also state whether the remaining hours are sufficient to complete the project.

2. Accomplishments: Indicate what was worked on and what was completed during the current reporting period.

3. Funds: Indicate the amount of funds expended during the current reporting period, and the cumulative total to date for the project.

SPECIFIC DEPARTMENT STANDARDS:

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Agency standards, if any, in addition to DTMB standards.

PAYMENT SCHEDULE:

Payment will be made on a monthly basis based on the number of agencies that elect to enable PayPoint Velocity Control. There is no cap on the number of rules or applications per Agency. DTMB will pay CONTRACTOR upon receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order not more often than monthly. DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees. When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense.

Payment shall be considered timely if made by DTMB within forty-five (45) days after receipt of properly completed invoices.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

The designated Agency Program Manager is:

Karissa Stoecker Treasury Financial Services Division Ops Center, 1st floor 7285 Parsons Drive Dimondale, MI 48821 517-614-5832 StoeckerK@michigan.gov

The designated DTMB Program Manager is:

Lucy Pline

DTMB

AS-Treasury Ops Center, 2nd floor 7285 Parsons Drive Dimondale, MI 48821 517-896-5103 plinel@michigan.gov

AGENCY & DTMB RESPONSIBILITIES:

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Treasury SME to test the changes in UAT and Production to make sure the services are working as expected.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at:

FDGS Headquarters

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing.

No overtime will be permitted.

PROJECT PLAN:

Milestones:

Start Date Completion Date Duration

Project Kickoff Within 30 days of the Contractor receiving purchase order

1 day

Enable the PayPoint Velocity Controls in

CEPAS

Development will start no later than September 30th 2025

September 30th

1 day

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Centralized Electronic Payment Authorization System (CEPAS)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

August 1, 2022 June 30, 2026 5 - 12 Months June 30, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

255 Fiserv Dr.

Brookfield WI 53045

Jason Clark

513-207-5265

JasonW.Clark@Fiserv.com

CV0060377

FIRST DATA GOVERNMENT

SOLUTIONS LP

C O

N

TR

A C

TO

R

Brandon Samuel

517-249-0439

DTMB

Various Various samuelb@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 4

Contract Number MA220000001254 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$9,700,000.00 $0.00 $9,700,000.00

DESCRIPTION

Effective December 20, 2024, the Contractor Contract Administrator has changed from Leon Fox to Jason Clark (513-207-5265; JasonW.Clark@Fiserv.com; 600 N Vel R. Phillips Ave - Milwaukee, WI 53203)

Additionally, the State Contract Administrator has changed from Patrick Russel to Brandon Samuel.

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

DTMB Lucy Pline 517-636-5052 plinel@michigan.gov

TREA Amy Kelso 517-636-5372 kelsoa@michigan.gov

Program Managers for

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA220000001254

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 4893

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number 220000001254

Various

Patrick Russell leon.fox@fiserv.com

Leon Fox

Brookfield, WI 53045

FIRST DATA GOVERNMENT SOLUTIONS LP

CV0060377

689-244-7377

255 Fiserv Dr.

(517) 648-7767

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

russellp2@michigan.gov

$7,900,000.00

August 1, 2022 June 30, 2026

CENTRALIZED ELECTRONIC PAYMENT AUTHORIZATION SYSTEM (CEPAS)

June 30, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 2 ☐ June 30, 2028

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,800,000.00 $9,700,000.00

Effective 11/28/2023, this contract is exercising 2- 1 year option and is increased by $1,800,000.00, the revised contract expiration date is 6/30/2028.

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 11/28/2023.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

TREA

Program Managers for

CHANGE NOTICE NO. 3 TO CONTRACT NO. 220000001254

Lucy Pline 517-636-5052 plinel@michigan.govDTMB

Amy Kelso 517-636-5372 kelsoa@michigan.govTREA

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 4893

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

Contract Number 220000001254

Various

Patrick Russell leon.fox@fiserv.com

Leon Fox

Brookfield, WI 53045

FIRST DATA GOVERNMENT SOLUTIONS LP

CV0060377

689-244-7377

255 Fiserv Dr.

(517) 648-7767

S T

A T

E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

russellp2@michigan.gov

$7,840,000.00

August 1, 2022 June 30, 2026

CENTRALIZED ELECTRONIC PAYMENT AUTHORIZATION SYSTEM (CEPAS)

June 30, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ June 30, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$60,000.00 $7,900,000.00

Effective 9/16/2023, adding funds of $60,000.00. Adding updated Schedule B – Pricing and Schedule J – Fraud Detect Schedule.

Please note the Contract Administrator has been changed to Patrick Russell.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

TREA

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 220000001254

Lucy Pline 517-636-5052 plinel@michigan.govDTMB

Amy Kelso 517-636-5372 kelsoa@michigan.govTREA

SCHEDULE B – PRICING

Compensation and Payment

A. Firm Pricing: All prices will be firm for the term of the Contract. If the Contract is extended beyond the initial term of the Contract, the State and the Contractor may negotiate price.

B. Unit Price Contract: This is unit price Contract. For unit prices, the State will only pay for actual transactions processed and any fees associated with the Customizable Web & IVR Solution. The Contractor is responsible for all additional costs, overhead, travel, out-of-pocket costs, etc.

For billing purposes, a “transaction” is defined as:

a settled transaction a voided/cancelled transaction a refund a declined transaction

The following are examples of events not considered billable transactions (with the exclusion of NACHA or card association passthrough fees):

an authorization an ACH return communication failures errors chargebacks duplicate transactions attributable to the Contractor refunds of duplicate transactions attributable to the Contractor

C. Pricing

Transaction Fee Pricing: The transaction fees include all costs for providing the system defined in the Statement of Work. The State expects volume discounts in the transaction fee pricing based on a monthly review of the transaction volume processed

Bank of Hours: This bank of 1000 hours is to be used for customized enhancements that the State may request.

Customizable Web & IVR Solution: The Contractor charges the unit cost for payments made using the Contractor’s Customizable Web & IVR Solution and for utilizing different optional components of the Contractors system. All payments will be subject to a per item transaction fee for using the solution plus additional per item fees for utilizing any of the additional functions (Authentication, Registration, IVR). The pricing method is being used to allow the cost of this functionality to be absorbed only by those agencies that require this type of service/functionality.

Monthly Invoice: The Contractor will supply an invoice electronically (i.e. Excel spreadsheet by email) that has one page for each State Department except Courts that lists the period covered, number of transactions processed for each application within that Department, the unit price, and total cost for the application and a separate detailed breakdown of any Customizable Web & IVR Solution fees. At the discretion of the State, some groupings of applications will be reported at the association (merchant chain) level.

The page must also contain a total item count and dollar amount for the Department (total of all applications). The invoice also must contain a summary total page that lists an item count and dollar amount for the month for all State Departments except Courts (statewide total). A separate identically formatted invoice will be prepared for the Courts. The Contractor will provide the invoice for the month by no later than 10 calendar days of the following month. The invoice for the Courts will be sent to a designated contact at the Courts. Both invoices will be sent to the designated contacts in the Treasury, Office of Financial Services Division.

Billing # Element Description Price (USD $) Per Unit

GATEWAY FEES

FOR CARD

TRANSACTIONS

This element identifies the charge for processing PayPoint transaction for One-time Card transactions and Recurring Card Transactions.

Unit Price

Range of Monthly Transactions

/transaction

0.150 0 - 150,000

0.140 150,001 - 250,000

0.130 250,001 - 300,000

0.130 300,001 - 350,000

0.120 350,001 - 400,000

0.110 400,001 - 450,000

0.095 450,001 - 500,000

0.095 500,001 - 550,000

0.085 550,001 - 600,000

0.085 600,001 - 650,000

0.080 650,001 - 700,000

0.080 700,001 - 750,000

0.080 750,001 - 800,000

0.080 800,001 - 850,000

0.080 850,001 - 900,000

0.080 900,001 - 950,000

0.080 950,001 - 1,000,000

Note: Transactions for Element 5243 only are Pick the Tier above.

Unit Price

Range of Monthly Transactions processing One-Time eCheck Transactions and Recurring eCheck Transactions. 0.150 0 - 150,000

0.140 150, 001 - 250,000

0.130 250,001 - 300,000

This includes successful, declined, and cancelled eCheck payments with standard eCheck processing.

0.130 300,001 - 350,000

0.120 350,001 - 400,000

0.110 400,001 - 450,000

GATEWAY FEES 0.095 450,001 - 500,000

FOR ACH 0.095 500,001 - 550,000

TRANSACTIONS

(With TeleCheck ACH processing)

0.085 550,001 - 600,000 Standard eCheck processing includes basic processing through TeleCheck. Additional TeleCheck services are priced and contracted separately.

0.085 600,001 - 650,000

0.080 650,001 - 700,000

0.080 700,001 - 750,000

0.080 750,001 - 800,000

0.080 800,001 - 850,000

0.080 850,001 - 900,000

For applications that charge convenience fees separately, two transaction fees will be

0.080 900,001 - 950,000

0.080 950,001 - 1,000,000 incurred- one for the primary payment and a separate fee for the convenience fee. Note: Transactions for Element 5245 only are Pick the Tier above.

ACH Validation for NACHA Web Debit

Rule

0.05

5246 CONSUMER

PAYMENTS

This element identifies the per transaction surcharge for a payment using Consumer

0.07

Payments Web in addition to the Gateway Fees.

Excludes applications that “redirect” to Consumer Web pages.

CONSUMER

PAYMENTS

SUMMARY

PRESENTMENT

This element identifies the per transaction surcharge to use summary presentment feature – includes uploading summary billing data and displaying it to a consumer using the Consumer Payments interface in addition to the Gateway Fees.

0.07

IVR MINUTES

telecommunication fees for using Consumer Payments IVR.

0.10

DEVELOPMENT

SURCHARGE

This element identifies the custom project charges, including but not limited to:

consultation, project management, development, and testing. Custom projects beyond the scope of standard initial onboarding will be quoted separately.

150/hour

One-time

NACHA

UNAUTHORIZED

RETURN FEES

This element applies only to Clients who use PayPoint/TeleCheck services and identifies the charge for each eCheck return received for one of the following NACHA Unauthorized Return Codes:

5.00

/eCheck Return

Return Code

Return Description

R05 REQUIRED

PRENOTIFICATION NOT

RECEIVED

R07 AUTHORIZATION

REVOKED BY CUSTOMER

R10 CUSTOMER ADVISES NOT

AUTHORIZED

R29 CORPORATE CUSTOMER

ADVISES NOT AUTH

R51 ITEM IS INELIGIBLE,

NOTICE NOT PROVIDED,

SIGNATURE NOT GENUINE

FRAUD DETECT

SERVICES

The State will not be assessed any gateway fees for card transactions that are declined through the State’s receipt of the Fraud Detect solution and such transactions shall not be counted toward the gateway fee transaction volume tiers.

Unit Price

0.040

Fraud Detect

Transaction Event

Monthly Invoice: The Contractor must provide a monthly invoice no later than 10 calendar days of the next month.

Fraud Detect Sched v091521

SCHEDULE J – FRAUD DETECT SCHEDULE

Fraud Detect Schedule

This Schedule adds the Fraud Detect Services to Contract No. 171-220000001254 (Agreement) between First Data Government Solutions, LP (First Data) and the State of Michigan (State). The Fraud Detect Services are a Service under the Agreement.

The parties agree:

1 Fraud Detect Services

1.1 First Data will provide State with services to help identify Fraud Detect Transaction Events that are likely to be fraudulent (Fraud Detect Services).

First Data will provide the Fraud Detect Services using (1) supervised machine learning capabilities that use and analyze State’s Fraud Detect Data (defined in Section 1.6), including information from or about and across consumers’ computers or mobile devices, and may also use similar data from other Fraud Detect Services customers in the analysis, and (2) a real-time fraud rules engine, which uses fraud rules determined in consultation with State. Fraud Detect Transaction Events means the digital payment transactions or card or user registrations within the United States to which the Fraud Detect Services will be applied (as indicated in the Implementation Form).

1.2 The Fraud Detect Services will provide State with: (1) Fraud Detect Responses, and (2) access to a User Interface to: (a) review each Fraud Detect Response and resolve a Fraud Detect Response, if desired, (b) obtain fraud analytics, and (c) create and obtain reporting about Fraud Detect Responses and Fraud Detect Transaction Events (report contents will vary depending on the data elements that State provides or makes available to First Data in connection with the Fraud Detect Services). Fraud Detect Response means a real-time automated score that consists of an ”allow” or ”prevent” recommendation response OR an ”allow”, ”prevent” or ”review” recommendation response, as selected by State, for each Fraud Detect Transaction Event.

1.3 The Fraud Detect Services are a fraud detection tool. The data provided to State by the Fraud Detect Services do not constitute 'consumer reports' under the Fair Credit Reporting Act (FCRA) (15 U.S.C. sec 1681), as amended. State may use the data provided by the Fraud Detect Services solely for purposes of detecting and preventing fraud. State certifies and agrees that it will not use the data provided by the Fraud Detect Services as a factor in establishing a consumer's eligibility for credit, insurance, employment or other FCRA purposes.

1.4 Reserved.

1.5 First Data will implement the Fraud Detect Services according to the terms of the Agreement, in addition to the selections identified in the Implementation Form substantially in the form of Exhibit A (Implementation Form). In addition to Contractor’s responsibilities set forth in the Agreement, the Implementation Form defines the scope of the Fraud Detect Services, each party’s respective implementation responsibilities, and acceptance criteria and testing timeframe for the Fraud Detect Services.

1.6 In order for First Data to provide the Fraud Detect Services, State must make available to First Data the Fraud Detect Data required by the First Data specifications applicable to the State’s respective integration to the Fraud Detect Services. To the extent that the State elects to share Chargeback Data, the State will securely transmit Chargeback Data (as described below) to First Data using the format and specifications First Data provides. The State acknowledges that it will not receive the full benefit of the Fraud Detect Services if it does not provide Chargeback Data. By way of example only, without Chargeback Data, the Fraud Detect Services will not have the ability to recognize 1st and 3rd party fraud related to repeated chargebacks from the same card PAN. First Data will notify State of any changes to its data transmission format or specification requirements, which will become effective after receipt from First Data. Fraud Detect Data means all card or user registration, payment transaction and related ancillary data made available to the Fraud Detect Services, which may include, without limitation, the following data:

Fraud Detect Data:

Merchant Data Merchant ID (MID) Merchant Category Code

(MCC)

Consumer Data Customer ID (unique number generated by State)

Registration time Telephone Number

Email Address Name Payment Method Data Card last four digits Cardholder billing address* Registration time Method Type (card brand or wallet type)

Cardholder name Instrument ID (PAN first 6 and last 4, token number or Paypal payor ID number)

Successful registration (Y/N)

Card BIN

Order Data Order ID From (location) (store fulfilling the order)* Creation time

App platform To (location) (ship to address)*

Price

Currency Market (territory or brand) State’s App name Items Seller ID (specific State store number) State’s App domain

Item Data SKU Quantity Price Name Category Currency Transaction Data Transaction ID Time Gateway reference or

ID number (generated by the gateway)

Amount Type Success (Issuer approval or decline)

Gateway Name

Location Data* Latitude + longitude (may be derived from street addresses and postal codes provided by State)

Postal code Street 1+Street 2 + City +Locality+ Region + Country

Chargeback Data (First Data to provide if First Data provides acquiring services for State)

Transaction ID (or Gateway reference)

Dispute time Currency

Gateway Status Non Fraud Amount Device Data Elements Generally

Device ID (for device used to initiate a Fraud Detect Transaction Event)

Device type (phone (Android/ios, desktop, ipad)

IP address (of device at time of Fraud Detect Transaction Event)

Session ID Geo Location (latitude + longitude + altitude of device at time of Fraud Detect Transaction Event)

Operating System and Version

Fingerprint Source (identifier for platform submitting device data)

Time zone information (offset to UTC in hours and time zone string) ios/Android Device Data Elements

Device properties (Emulator or jailbreak status (Y/N))

Device info (manufacturer, model)

Fonts installed on device

Timestamp Android or ios ID Customer ID System language Carrier information Screen information

(resolution, scale, height and width)

Carrier information (country, type, operator ID and name)

Country/Operator of SIM card

Mobile Country Code of operator

Mobile Network Code of operator

Location access status (permission granted to app)

Browser Data Elements

URL Language Color Depth Display (pixel, resolution, available resolutions)

Does session or local storage occur (Y/N)

Browser platform

User agent Language set by browser Does browser support Indexed Database or Open Database (Y/N)

Do not track enabled (Y/N)

Plug Ins (name, description) MIME types

Ad blocker software enabled (Y/N)

Spoofing (browser language, screen resolution, OS, browser)(Y/N)

Max # of touchpoints if mobile device

CPU information (class of CPU and # of cores)

Browser name Fonts available

Does browser support Canvas or webGL APIs (Y/N)

Could a touchpoint be created (Y/N)

Is Touch start available (Y/N)

1.7 Reserved.

1.8 State is solely responsible for determining if the Fraud Detect Services and State’s Settings satisfy its business, legal, or network scheme requirements.

State’s Settings means the instructions, settings, options, rules, requirements, strategies, or other instructions related to the Fraud Detect Services that State provides, selects, or acts upon (or that are provided, selected, or acted upon at State’s direction).

1.9 First Data may terminate the Fraud Detect Services if its rights or access to third party technology or software used to provide the Fraud Detect Services is terminated or ends.

1.10 First Data disclaims all warranties (express or implied) that the Fraud Detect Services will accurately identify every instance of fraud or that every transaction identified as fraudulent is, in fact, fraudulent. State is solely responsible for State’s Settings and all decisions it makes or actions it takes or does not take (or are made or taken or not taken at State’s direction) on Fraud Detect Transaction Events.

2 Support

First Data will provide State with the following support for the Fraud Detect Services:

(1) Severe Issue Support. For severe technical issues, State may contact the

First Data Global Command Center at +1 800-555-9966 on a 24/7/365 basis.

(2) Production Support. Production support for frequently asked questions (FAQ Support), issue triage, and escalations to application support and unblocking is available by contacting First Data’s relationship team.

Production support is also available by email to FraudDetectSupport@fiserv.com. Production support may be provided at varying hours of operation depending on the access point’s standard operating business hours.

(3) Implementation Manager. An implementation manager will assist with implementation, integration, and production readiness for the Fraud Detect Services (Implementation Manager). During the implementation process, Fraud Detect Services support will be provided by the Implementation Manager.

(4) Portfolio Manager. During implementation and continuing post-implementation, a non-dedicated portfolio manager will periodically provide macro-level fraud trend analysis and suggestions designed to enhance State's overall fraud prevention and risk strategy.

The response time and downtime relative to the Fraud Detect Services shall not be included in the calculation of the service level agreements and associated penalties set forth in Schedule D of the Agreement. For the avoidance of doubt, the Service Level Agreement set forth in Schedule D of the Agreement will continue to apply to the Paypoint Gateway Services and shall remain in effect as calculated under Schedule D of the Agreement prior to the date that this Schedule J is executed.

3 Data Usage

3.1 Notwithstanding anything in the Agreement to the contrary with respect to the

State’s license grant to First Data related to State Data, First Data may retain, use, and share the Fraud Detect Data that State provides or makes available to First Data in connection with the Fraud Detect Services, including personally identifiable information, to provide and improve the Fraud Detect Services or other fraud prevention services; for product development, mailto:FraudDetectSupport@fiserv.com analytics, and reporting. Any data retained by First Data pursuant to this paragraph remains subject to the requirements of the Agreement pertaining to data loss and data protection.

3.2 State obtains no rights or license to First Data’s models, products, services, or the scores generated by them, and First Data reserves all rights to the foregoing not expressly granted to State.

4 Data Privacy

4.1 When First Data uses State’s Fraud Detect Data to provide Fraud Detect Services to other Fraud Detect Services customers, First Data will not identify State as the source of the Fraud Detect Data.

4.2 State is responsible for and agrees that it will comply with all applicable law in connection with this Schedule and will provide any consumer disclosures or collect and receive any consumer consents (including, without limitation, any required consent to carry out automated individual decision making), authorizations or permissions required under applicable law with respect to the collection and transmission of Fraud Detect Data, including, without limitation, authorizing First Data to perform the Fraud Detect Services and for First Data to otherwise retain, use, and share Fraud Detect Data as set forth in this Schedule. State will provide reasonable cooperation and assistance upon First Data's request to enable First Data to meet its legal and internal compliance obligations with respect to the Fraud Detect Data, including providing First Data with documentation establishing that State has complied with the above obligations. State is responsible for the accuracy, quality, and legality of the Fraud Detect Data it provides to First Data or enables First Data to collect under this Schedule.

4.3 State acknowledges and agrees that the Fraud Detect Services may automatically collect a variety of information from or about end-users’ computers or mobile devices, such as geolocation data, information from which location may be inferred, and unique identifiers; and associate such information with the end-user’s transaction and such other information as State may provide First Data about the end-user. The information collected automatically may change from time to time at First Data’s sole discretion.

First Data’s Fraud Detect Privacy Statement, available at https://merchants.fiserv.com/en-us/fraud-detect-privacy-statement/ or via another URL, link or delivery method provided by First Data from time to time. describes First Data’s privacy practices in connection with the Fraud Detect Services.

4.4 If an individual submits a privacy inquiry regarding information First Data maintains about the individual, State will direct the individual to contact First Data with the request.

https://merchants.fiserv.com/en-us/fraud-detect-privacy-statement/

Exhibit A – Fraud Detect Implementation Form

This Implementation Form is between the State of Michigan (State) and First Data Government Solutions, LP (First Data); and supplements the Schedule J - Fraud Detect Schedule between the parties. Capitalized or other defined terms used, but not defined in this Implementation Form, have the meanings given to them in the Agreement or Schedule.

1 Purpose

The purpose of this Implementation Form is to describe the scope of Fraud Detect Services First Data will provide to State and the Fraud Detect Services implementation requirements. First Data is only responsible for providing the Fraud Detect Services as described in this Implementation Form. Scope

The Fraud Detect Services will provide:

1.1 Supervised machine learning model, to score transactions as described in Section 2.5.

1.2 Real-time fraud rules engine.

1.3 An automated Fraud Detect Response for each of the Fraud Detect Transaction Events types noted in Section 7 and Payment Methods noted in Section 6.5.

1.4 Access to the User Interface to review/resolve each Fraud Detect Response, and obtain analytics and reporting.

2 Training

Up to 40 hours of training and consulting on how to use the User Interface and Fraud Detect Services, to be used within the first 30 days following implementation.

3 Assumptions

First Data’s ability to implement and deliver the Fraud Detect Services is subject to, and dependent on, State timely performing its responsibilities under the Agreement, and responding to reasonable requests for information from First Data. First Data may rely on all data, information, decisions, and approvals provided by State.

4 Fraud Detect Services Implementation Management

First Data’s Implementation Manager will:

4.1 Manage and coordinate First Data personnel assigned to implementing the Fraud Detect Services for State.

4.2 Act as First Data’s point of contact for all implementation issues and the Change Process (defined in the Agreement).

4.3 Together, with State’s Project Manager (defined the Agreement), establish an implementation project plan with targeted implementation events. The Change Process (described in the Agreement) will be used if either party desires a change to the finalized implementation project plan.

4.4 Conduct status meetings with State to review implementation progress, issues, and potential risks. Frequency of these meetings will be mutually agreed by State and First Data.

5 State Implementation Selections

5.1 Indicate if Fraud Detect Responses will consist of:

_____ Allow and Prevent, OR __X__ Allow, Prevent and Review

6.8 Indicate which Payment Methods will be sent to the Fraud Detect Services:

__X__ Visa __X__ MasterCard __X__ Discover __X__ American Express _____ Wallet Payments

6.9 Integrate to the following First Data gateways, as applicable: Paypoint

7 Fraud Detect Transaction Events:

__X__ Pre Authorization Transaction (if selected, cannot select Post Authorization

Transaction) _____ Post Authorization Transaction (if selected, cannot select Pre Authorization

Transaction) __X__ Purchase Transaction __X__ Deposit Transaction _____ Card Registration _____ User Registration

8 Change Process Will be governed by the terms of the Agreement.

9 Acceptance Criteria

Fraud Detect Services will be deemed “accepted” and ready for production use once State is able to do each of the following (Acceptance Criteria) and meets the requirements as listed in 10. Software Acceptance Testing:

9.1 Validate that Fraud Detect Transaction Events (as requested above) are being received by the Fraud Detect Services for scoring.

9.2 Validate that State can receive a Fraud Detect Response for Fraud Detect Transaction Events (as requested above).

9.3 Validate that State’s fraud rules have been deployed within the Fraud Detect Services.

9.4 Validate that State’s Payment Types (as requested above) are deployed within the Fraud Detect Services.

9.5 Access the User Interface of the Fraud Detect Services.

9.6 Action data within the User Interface of the Fraud Detect Services (e.g., allow a transaction within the User Interface).

9.7 Access Fraud Detect Services reports (via User Interface).

If the Fraud Detect Services fail to materially meet the Acceptance Criteria, State shall notify First Data in writing in accordance with 10. Software Acceptance Testing With respect to Fraud Detect Services only, First Data will have a reasonable amount of time (no more than 30 days) to remedy such failure.

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 1 to

220000001254Contract Number

Various

Katelyn LaHaye leon.fox@fiserv.com

Leon Fox

Brookfield, WI 53045

FIRST DATA GOVERNMENT SOLUTIONS LP

CV0060377

689-244-7377

255 Fiserv Dr.

(517) 388-7422 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

lahayek@michigan.gov

$7,840,000.00

August 1, 2022 June 30, 2026

CENTRALIZED ELECTRONIC PAYMENT AUTHORIZATION SYSTEM (CEPAS)

June 30, 2026

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ June 30, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $7,840,000.00

Effective 9/28/2022, the Contractor Contract Administrator and the Relationship Manager have been changed from Ryan Kelsey to Leon Fox.

Please note the State Contract Administrator has also been changed from Jennifer May to Katelyn LaHaye.

All other terms, conditions, specifications and pricing remain the same. Per (DTMB) contractor (request/ proposal) and agency (request) agreement, and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

DTMB

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 171-220000001254 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

First Data Government Solutions LP

ST

A

TE

Pr og ra m M an ag er

Lucy Pline DTMB

255 Fiserv Dr. 517-636-5052

Brookfield, WI 53045 PlineL@michigan.gov

Ryan Kelsey

C on tra ct

Ad m in is tra to r Jennifer May DTMB

312-907-4823 517-242-6664

Ryan.Kelsey@fiserv.com MayJ7@michigan.gov

CV0060377

CONTRACT SUMMARY

DESCRIPTION: Centralized Electronic Payment Authorization System (CEPAS)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

8/1/2022 6/30/2026 5 – 1 year 6/30/2026

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

Effective 8/1/2022 This contract replaces contract 071B13000185. The contract is hereby extended thru 6/30/2026 with additional 5 – 1 year options added to the agreement. Contract is also increased by $7,840,000.00.

Per contractor and agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on 12/14/2021.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $7,840,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management and Budget 525 W. Allegan St. Lansing, MI 48913 P.O. Box 30026, Lansing, MI 48909

CONTRACT NO. 171-220000001254

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

First Data Government Solutions LP

Shane McCullough

07/29/2022

DTMB Central Procurement

Jennifer Bronz, IT Category Manager

SOFTWARE TERMS AND CONDITIONS

These Terms and Conditions, together with all Schedules (including the Statement(s) of Work), Exhibits and any other applicable attachments or addenda (Collectively this “Contract”) are agreed to between the State of Michigan (the “State”) and First Data Government Solutions, LP (“Contractor”), a Delaware Limited Partnership. This Contract is effective on May 1, 2022 (“Effective Date”), and unless terminated, will expire on June 30, 2026 (the “Term”).

This Contract may be renewed for up to 5 additional 1 year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

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

“Acceptance” has the meaning set forth in Section 10.

“Acceptance Tests” means such tests as may be conducted in accordance with Section 10.1 and a 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 19.2(b).

“Approved Third Party Components” means all third party components, including Open-Source Components, that are included in or used in connection with the Software and are specifically identified by Contractor in Schedule A

– Statement of Work or as part of the State’s Security Accreditation Process defined in Schedule E – Data Security Schedule.

“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 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 a 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 23.

“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 a Statement of Work.

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

“Contractor Hosted” means the Hosted Services are provided by Contractor or one or more of its Permitted Subcontractors.

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

“Contractor Project Manager” means the individual appointed by Contractor and identified in a Statement of Work to serve as the primary contact with regard to services, to monitor and coordinate the day-to-day activities of this Contract, and to perform other duties as may be further defined in this Contract, including an applicable Statement of Work.

“Customization” means State-specific changes to the Software's underlying Source Code or structural data model changes.

“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 a Statement of Work and all Work Product.

“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 the fees set forth in the Pricing Schedule attached as Schedule B.

“Financial Audit Period” has the meaning set forth in Section 24.

“Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, encrypt, modify, copy, 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 22.

“Hosted Services” means the hosting, management and operation of the Operating Environment, Software, other services (including support and subcontracted services), and related resources for remote electronic access and use by the State and its Authorized Users, including any services and facilities related to disaster recovery obligations.

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

“Integration Testing” has the meaning set forth in Section 10.2(a).

“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 Contract.

“Loss or Losses” means all losses, including but not limited to, 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 a 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 a Statement of Work.

“New Version” means any new version of the Software, including any updated Documentation, 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.

“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 a Statement of Work, including such structural, functional and other features, conditions and components as hardware, operating software, system architecture, configuration, computing hardware, ancillary equipment, networking, software, firmware, databases, data, and electronic systems (including database management systems).

“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” means any third party hired by Contractor to perform Services for the State under this Contract or have access to State Data.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated…