230000000198.pdf

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

CONTRACT SUMMARY

Cloud Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

December 6, 2022 December 6, 2027 5 - 1 Year December 6, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

410 Terry Avenue North

Seattle WA 98109-5210

Kyle O’Neill

989-619-0202 kyleone@amazon.com

VS0160030

Amazon Web Services, Inc.

C O

N

TR

A C

TO

R

517-636-6505 frostJ@Michigan.gov

Shannon Romein

(517) 898-8102

DTMB

Jason Frost DTMB romeins@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 5

Contract Number MA230000000198 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

34 Months September 25, 2030

$1,150,830.00 $750,000.00 $1,900,830.00

DESCRIPTION

Effective 9/25/2025, as a result of RFP No. 250000000414, the State and AWS have agreed to amend Contract No. 230000000198 with the following amendment and the scope has been expanded beyond IaaS. All other terms and conditions remain in effect.

Additionally, the Contract is hereby increased by $750,000.00 and the expiration date has been amended to 9/25/2030 with five 1-year option years remaining.

The State is responsible for all applicable fees and charges accrued for use of the Service Offerings regardless of the value identified herein.

All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, DTMB procurement and State Administrative Board approval on 9/25/2025.

CC OTH 00221425 2025 TR

Michigan Department of Technology, Management, and Budget -Amend 1 to AWS EA

AMAZON

CONFIDENTIAL

AMZN Doc #4360123_1 2025-09-09

AMENDMENT NO. 1 TO AWS ENTERPRISE AGREEMENT

This Amendment No. 1 (this “Amendment”) by and among AWS Contracting Parties identified in the signature blocks below (“AWS”), and Michigan Department of Technology, Management, and Budget (“Customer”) is effective as of the date the last party signs this Amendment (the “Amendment Effective Date”). This is an amendment to the AWS Enterprise Agreement (the “Agreement”) dated December 6, 2022 originally by and among Amazon Web Services, Inc. and Customer. Unless otherwise defined in this Amendment, all capitalized terms used in this Amendment will have the meanings ascribed to them in the Agreement. The parties agree as follows:

Amended Terms

1. Third-Party Claims Arising from a Data Security Incident. Section 9.3 is deleted in its entirety.

2. Specified Damages Cap for a Data Security Incident. Section 11.3 is deleted in its entirety.

3. Damages Cap. Section 11.2 (Damages Cap) is deleted in its entirety and replaced with the following:

Damages Cap. EXCEPT FOR PAYMENT OBLIGATIONS ARISING UNDER SECTION 9, THE AGGREGATE

LIABILITY UNDER THIS AGREEMENT OF AWS, AND ANY OF ITS RESPECTIVE AFFILIATES OR

LICENSORS, WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO AWS UNDER THIS

AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE LIABILITY DURING THE 12 MONTHS

BEFORE THE LIABILITY AROSE (THE "DAMAGES CAP"); PROVIDED, HOWEVER THAT (1) FOR THE FIRST FIVE (5) YEARS FOLLOWING THE AMENDMENT EFFECTIVE DATE, AND DURING ANY OF THE FIVE (5) SUBSEQUENTLY EXERCISED OPTION YEAR(S) OF AN AWARD RESULTING FROM RFP NO.

250000000414 IN A TOTAL PERIOD NOT TO EXCEED TEN (10) YEARS FOLLOWING THE

AMENDMENT EFFECTIVE DATE, THE DAMAGES CAP WILL NOT BE LESS THAN USD $25,000,000.00;

AND (2) NOTHING IN THIS SECTION 11 WILL LIMIT CUSTOMER'S OBLIGATION TO PAY AWS FOR

CUSTOMER'S USE OF THE SERVICE OFFERINGS PURSUANT TO SECTION 5, OR ANY OTHER

PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

4. Nondisclosure. Section 12.9 (Nondisclosure) is amended to add the following paragraph:

Affiliates; Confidential Information. The term “Affiliate” means, with respect to either party, any entity that directly or indirectly controls, is controlled by or is under common control with that party, and the term “Confidential Information” means all nonpublic information concerning the Relationship disclosed by either party, its Affiliates, or their agents (as applicable, such entities collectively, the “Disclosing Party”) to the other party, its Affiliates, or their agents (collectively, the “Receiving Party”) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation (i) nonpublic information relating to the Disclosing Party’s technology, products, services, processes, data, customers, business plans and methods, promotional and marketing activities, finances and other business affairs, and (ii) third-party information that the Disclosing Party is obligated to keep confidential.

The Receiving Party may disclose Confidential Information as required to comply with orders of governmental entities that have jurisdiction over it or as otherwise required by law. The parties further agree that to the extent a request for Confidential Information is made under applicable law, Customer shall not make any disclosure without first providing AWS with reasonable advance written notice, to the extent possible, to enable AWS to seek a protective order or other remedy, including the filing of an objection or redactions to a proposed disclosure, to the extent permitted under applicable law. In addition, Customer shall take reasonable steps, to the extent permitted by law, to remove any information related to the performance of this Contract by AWS that a reasonable person would conclude is exempt from disclosure from any record that is required by law to be disclosed.

5. Definitions. Section 13, Definitions, is amended to replace the definition of “NDA” with the following:

“NDA” means the most recent Mutual Nondisclosure Agreement between the parties or their respective Affiliates applicable to the relationship contemplated by this Agreement, if any.

6. Addendum 1 is renamed “Addendum 1 – Contractor Terms for Cloud Products, Which Does Not Include Third Party Content”

7. Addendum 1, Preamble, is deleted in its entirety and replaced with the following:

“This Addendum together with its Schedules, Exhibits and any other applicable attachments is hereby incorporated by reference into and made part of the underlying agreement dated December 6, 2022 (as amended herein) (Collectively this “Contract”) between the State of Michigan (the “State” or “Customer”) and Amazon Web Services Inc. (“Contractor”), a Delaware corporation. This Addendum is effective on December 6, 2022 (as amended herein) (“Effective Date”). The State is seeking to consume Services for the purpose of provision processing, storage, networks, and other fundamental computing resources where the State is able to deploy and run arbitrary software, which can include operating systems and applications.”

8. Addendum 1, Numbered Paragraph 1, is deleted in its entirety and replaced with the following:

“The below terms and conditions of this Addendum (including all Schedules, Exhibits and attachments hereto) shall prevail and govern in the case of any inconsistency or conflict with the terms and conditions of any other document that relates to the purchase of Contractor’s products and services that form the contractual relationship between the parties, including but not limited to any master agreement to which the Addendum applies or any agreement, schedule, or other attachment referenced by link or otherwise provided on Contractor’s website. Notwithstanding anything to the contrary in Contractor’s terms to which this Addendum is attached/incorporated or on Contractor’s website(s) related to the purchased products or Services, the following terms and conditions apply with respect to the State: Customer asserts that AWS Marketplace (or its successor), which provides Third Party Content for purchase, is out-of-scope under this Addendum and associated Contract.”

9. Addendum 1, Termination for Public Interest. Section 1.4 (“Termination for Public Interest”) of Addendum 1 is deleted in its entirety and replaced with the following:

“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. If the State terminates the Contract for Convenience, the State will not be responsible for any early termination fees, acceleration clauses, minimum purchase amounts, or any other requirement on the State to expend additional funds beyond those undisputed amounts already due and payable to Contractor to the extent that funds explicitly appropriated for that purpose are available for any Service Offerings used after termination.”

10. Addendum 1, Service Improvements. New Section 2.5(e) is added to Addendum 1 as follows:

“Service Improvements. AWS will not access or use Customer Content for Service Improvement except as set forth in the Service Terms or as otherwise permitted by Customer expressly for the purpose of Service Improvement. The Service Terms will identify the processes by which Customer may provide an Opt-Out Instruction to AWS. If Customer provides an Opt-Out Instruction to AWS, then AWS will comply with that Opt-Out Instruction. AWS will maintain Customer's ability to provide an Opt-Out Instruction to AWS for all existing and future Services other than non-paid or Beta Services or features ("Paid GA Services"). As of the Effective Date, Customer may provide an Opt-Out Instruction for all Paid GA Services accessible through its AWS Enterprise Accounts by configuring the AI Services opt-out policy within AWS Organizations as "Opt-Out All." As used in this Section, (i) "Service Improvement" means developing, training, or improving the Services or AWS and Affiliate AI/ML technologies, and (ii) "Opt-Out Instruction" means an instruction, given via a process provided by AWS, not to use Customer Content processed by one or more Services for Service Improvement. For clarity, if AWS replaces AWS Organizations or its AI opt-out policy with a new or different Service or process AWS will continue to comply with Customer's prior applicable Opt-Out Instruction delivered through AWS Organizations until Customer changes or updates its Opt-Out Instruction.”

11. Addendum 1, Accessibility Requirements. Section 2.14(a) of Addendum 1 is deleted in its entirety and replaced with the following:

“Contractor is committed to improving the accessibility of the Services, and will continue to review and evaluate the accessibility of the Services as well as internal and external accessibility guidance (such as, for example, the Web Content Accessibility Guidelines 2.1 Conformance Level AA Success Criteria, as amended and updated over time). Customer can access available Accessibility Conformance Reports (ACRs) for various Services in AWS Artifact (https://aws.amazon.com/artifact/), that explain how the Services conform with various accessibility guidelines, including the Web Content Accessibility Guidelines 2.1 Conformance Level AA Success Criteria. AWS will provide Customer with a mechanism for reporting accessibility defects, and will use commercially reasonable efforts to address those defects in accordance with AWS’s internal processes for prioritization and remediation.”

https://aws.amazon.com/artifact/

Miscellaneous

1. References. References in the Agreement to “each party” and “other party” as applied to any AWS Contracting Parties will be deemed references to all AWS Contracting Parties identified in the signature blocks below, and any other AWS Contracting Party that is added to the Agreement, collectively.

2. Entire Agreement; Conflict. Except as amended by this Amendment, the Agreement will remain in full force and effect. This Amendment, together with the Agreement as amended by this Amendment: (a) is intended by the parties as a final, complete and exclusive expression of the terms of their agreement, and (b) supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. If there is a conflict between the Agreement and this Amendment, the terms of this Amendment will control.

3. Counterparts and Facsimile Delivery. This Amendment may be executed in two or more counterparts, each of which will be deemed an original and all of which taken together will be deemed to constitute one and the same document. The parties may sign and deliver this Amendment by facsimile or email transmission.

(Remainder of Page Intentionally Left Blank) and Budget -Amend 1 to AWS EA

Page 5 of 5/Signature Page

AMAZON CONFIDENTIAL

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.

[Signature Page to Amendment No. 1 to AWS Enterprise Agreement]

AMAZON WEB SERVICES, INC.

By:

Name:

Title:

Signature Date:

MICHIGAN DEPARTMENT OF TECHNOLOGY, MANAGEMENT, AND BUDGET

By:

Name:

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 4 to

Contract Number 230000000198 frostJ@Michigan.gov

Jason Frost

Matt Weiss echill@amazon.com

Eric Hill

Seattle, WA 98109-5210

Amazon Web Services, Inc.

VS0160030

248-224-9051

410 Terry Avenue North

(517) 256-9895 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-636-6505

DTMB

weissm4@michigan.gov

$100,000.00

December 6, 2022 December 6, 2027

STATE INTEGRATED IAAS

December 6, 2027

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,050,830.00 $1,150,830.00

Effective 1/26/2024, this Contract is hereby increased by $1,050,830.00. MDHHS previously purchased AWS Services from an authorized AWS reseller in the AWS Partner Network to support programs such as MiResident Outreach and MiBridges. The State will now purchase these Services directly from AWS. $985,000 is added for these Services. This projected amount is estimated to cover the period 1/1/24-9/30/24. $65,830.00 is added for AWS training sessions and materials on the AWS Skill Builder Learning Portal.

The State is responsible for all applicable fees and charges accrued for use of the Service Offerings regardless of the value identified herein.

All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, DTMB procurement and State Administrative Board approval on 12/6/2022.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

DTMB

DESCRIPTION OF SERVICES -

IT CHANGE NOTICE

Project Title:

MCP AWS Skill Builder Training Subscription

Period of Coverage:

1/1/2024 – 12/31/2024

Requesting Department:

DTMB

Date:

12/15/2023

Agency Project Manager:

Nicole Raynak

Phone:

(517) 763-7034

DTMB Project Manager:

David Tremblay

Phone:

(517) 256-9364

BACKGROUND:

Department of Technology, Management and Budget (DTMB) – Platform, Design and Support Services (PDSS) is onboarding the Michigan Cloud Provider program. Once fully onboarded, this program will allow PDSS to facilitate State of Michigan (SOM) agencies use of the Azure, Amazon Web Services (AWS) and Google Cloud Platform (GCP) public clouds.

Currently, DTMB-PDSS has hired multiple contract resources to assist in this new service offering. However, to successfully transition this service to a Maintenance & Operations model, DTMB-PDSS full-time employees (FTE) must be able to effectively support and provide this service. The transition of skills and knowledge requires the FTE to be trained in and familiar with the external clouds. Therefore, learning subscriptions are required.

PROJECT OBJECTIVE:

This document describes the purchase of access to AWS Learning portal for AWS-specific training. Effective implementation of the AWS cloud is not feasible without training for FTEs supporting the Amazon cloud service.

DESCRIPTION OF SERVICES

This Description of Services describes the purchase of AWS training sessions and materials on the AWS Skill Builder Learning Portal.

The purchase of the AWS Skill Builder Team Subscription is subject to Contract #230000000198 (the “Agreement”);

and is subject to the AWS Training Policies in effect as of the date AWS receives email response confirming the details of the order below (the “Effective Date”), available at https://aws.amazon.com/training/aws-training-policies/, which details the fees and other terms relevant to the AWS Skill Builder Team Subscription. Notwithstanding Section 2.3 of the AWS Training Policies, access to Team Subscription will commence on the Preferred Start Date stated below.

The Team Subscription is a paid year-long AWS Training Service Offering through which customers purchase subscriptions for a certain number of Learners to access premium AWS-built Training content (“Seats”). This is in addition to the free content on AWS Skill Builder. You assign Seats to employees and contractors (“Learners”). You also have administrative capabilities, such as assigning training to Students, enabling single sign-on (SSO) access, and creating training progress reports.

PAYMENT:

V4-082023 Customer name This name will be visible in the administrator environment.

State of Michigan/DTMB

Learning Administrators Learning Administrators will be able to manage Learners, course enrollments, and view reports.

Name(s): Mary McGinnis Email(s): mcginnism2@michigan.gov

Allowed email domains If requested AWS will restrict the email domains Learners can use to sign in. Please provide the email domains that will be used by your employees if applicable.

We don’t need the list of all Learner emails, only the email domains, i.e.; @amazon.com.

@michigan.gov

Billable Account ID Specify which single account to bill the AWS Skill Builder Team Subscription fees.

281149291541

Billing Term Note: Only Annual Billing is offered for the Skill Builder Team Subscription

Annual Billing

Preferred Start Date Specify the date you would like to access your Seats. You can select any business day except a date that falls within the last 2 business days of the month. Your Preferred Start Date must be at least 20 days after the date you agree to your Skill Builder purchase.

February 6, 2024

Seats Ordered Specify the number of AWS Skill Builder Team Subscription Seats ordered in this transaction.

Price This is the total amount that will be charged to the Billable Account ID you identify above.

Please note that this amount is exclusive of applicable taxes and duties, including VAT and applicable sales tax.

$65,830

Single Sign-On Is Single Sign-On (SSO) access to the environment desired?

No

Payment will be based upon:

• Invoicing and payment terms are subject to Contract #230000000198 (the “Agreement”) mailto:mcginnism2@michigan.gov

PROJECT CONTACTS:

The designated Agency Project Manager is:

Name: Nicole Raynak Department: DTMB Area: Platform, Design & Support Services – Business Operations Support Services Building/Floor: Operations Center Address: 7285 Parsons City/State/Zip: Dimondale, MI 48821 Phone Number: (517) 763-7034 Email Address: Raynakn@michigan.gov

The designated DTMB Project Manager is:

Name: David Tremblay Department: DTMB Area: Platform, Design & Support Services – Design Services Building/Floor: Operations Center Address: 7285 Parsons City/State/Zip: Dimondale, MI 48821 Phone Number: 517-256-9364 Email Address: TremblayD1@michigan.gov

AGENCY RESPONSIBILITIES:

DTMB-PDSS is responsible for providing user identification to AWS for successful enrollment in the AWS Skill Builder Learning Portal. Payment shall be in accordance with Contract Number 230000000198 payment terms.

This order is subject to Contract Number 230000000198. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, DTMB procurement.

mailto:Raynakn@michigan.gov mailto:TremblayD1@michigan.gov

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number 230000000198 frostJ@Michigan.gov

Jason Frost

Matt Weiss echill@amazon.com

Eric Hill

Seattle, WA 98109-5210

Amazon Web Services, Inc.

VS0160030

248-224-9051

410 Terry Avenue North

(517) 256-9895 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-636-6505

DTMB

weissm4@michigan.gov

$100,000.00

December 6, 2022 December 6, 2027

STATE INTEGRATED IAAS

December 6, 2027

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $100,000.00

Effective 12/1/2023, a one-time exception will occur opening the Infrastructure as a Service (IaaS) prequal program scope to consolidate current AWS account(s) under a single agreement. This will allow any AWS account(s) made before 12/1/2023 through other purchasing vehicles to be pulled under the existing IaaS contract.

DTMB shall take any actions needed to qualify as an "AWS Enterprise Account" under this Contract. Additionally, AWS shall only be required to pay any required administrative fee under the Contract once such accounts qualify as an "AWS Enterprise Account."

All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, DTMB procurement and State Administrative Board approval on 11/30/2023.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

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 230000000198 frostJ@Michigan.gov

Jason Frost

Matt Weiss echill@amazon.com

Eric Hill

Seattle, WA 98109-5210

Amazon Web Services, Inc.

VS0160030

248-224-9051

410 Terry Avenue North

(517) 256-9895 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-636-6505

DTMB

weissm4@michigan.gov

$0.00

December 6, 2022 December 6, 2027

STATE INTEGRATED IAAS

December 6, 2027

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$100,000.00 $100,000.00

Effective 3/7/2023, this Contract is hereby increased by $100,000 to allow DTMB - CTO to launch management services in the AWS cloud.

The State is responsible for all applicable fees and charges accrued for use of the Service Offerings regardless of the value identified herein.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

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

230000000198Contract Number frostJ@Michigan.gov

Jason Frost

Matt Weiss echill@amazon.com

Eric Hill

Seattle, WA 98109-5210

Amazon Web Services, Inc.

VS0160030

248-224-9051

410 Terry Avenue North

(517) 256-9895 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-636-6505

DTMB

weissm4@michigan.gov

$0.00

December 6, 2022 December 6, 2027

STATE INTEGRATED IAAS

December 6, 2027

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $0.00

Effective 1/27/2023, the following amendment is hereby incorporated to update Attachment A and add the IRS Publication 1075 Customer Addendum.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CC OTH 00760246 2022 TR

Michigan Department of Technology, Management and Budget -Amend 1 to AWS EA

AMAZON CONFIDENTIAL

AMZN Doc #4360123_1 2022-12-22

AMENDMENT NO. 1 TO STATE OF MICHIGAN ENTERPRISE AGREEMENT

This Amendment No. 1 (this “Amendment”) by and among AWS Contracting Parties identified in the signature blocks below, any other AWS Contracting Party that is added to the Agreement pursuant to Section 12.4 of the Agreement (collectively, “AWS”), and State of Michigan (“Customer”) is effective as of December 22, 2022 (the “Amendment Effective Date”) and is an amendment to the State of Michigan Enterprise Agreement (the “Agreement”) dated December 6, 2022 by and among Amazon Web Services, Inc. and Customer. Unless otherwise defined in this Amendment, all capitalized terms used in this Amendment will have the meanings ascribed to them in the Agreement. The parties agree as follows:

Amended Terms

1. Attachment A. Attachment A of the Agreement is deleted and replaced with the following:

“Attachment A AWS Account ID(s):

The list above includes any Master Account or Member Accounts joined to such accounts via AWS Organizations, as described in the Service Terms.

Customer may add AWS accounts to the list above or remove AWS accounts from the list above by providing notice to AWS via email to enterprise-accounts@amazon.com and aws-michigan-ea@amazon.com, that includes (1) Customer’s full name, (2) the Enterprise Agreement number (which begins with “CC” and is found on the upper right corner of each page of this Agreement), and (3) the AWS Account ID of each added or removed AWS account. Upon Notice, AWS may replace the notification process or make available another means of adding and removing AWS accounts to the list above.”

2. IRS Publication 1075 Customer Addendum. The attached IRS Publication 1075 Customer Addendum is added to this Agreement.

Miscellaneous and Budget -Amend 1 to AWS EA

AMAZON CONFIDENTIAL

AMZN Doc #4360123_1 2022-12-22

3. Entire Agreement; Conflict. Except as amended by this Amendment, the Agreement will remain in full force and effect. This Amendment, together with the Agreement as amended by this Amendment: (a) is intended by the parties as a final, complete and exclusive expression of the terms of their agreement, and (b) supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. If there is a conflict between the Agreement and this Amendment, the terms of this Amendment will control.

4. Counterparts and Facsimile Delivery. This Amendment may be executed in two or more counterparts, each of which will be deemed an original and all of which taken together will be deemed to constitute one and the same document. The parties may sign and deliver this Amendment by facsimile or email transmission.

(Remainder of Page Intentionally Left Blank) and Budget -Amend 1 to AWS EA

Page 3 of 3/Signature Page

AMAZON CONFIDENTIAL

AMZN Doc #4360123_1 2022-12-22

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.

[Signature Page to Amendment No. 1 to AWS Enterprise Agreement]

AMAZON WEB SERVICES, INC.

By:

Name:

Title:

Signature Date:

STATE OF MICHIGAN

By:

Name:

CC OTH 00700567 2022 TR

IRS Publication 1075 Customer Addendum

This IRS 1075 Addendum (this “Addendum”) is entered into by the AWS Contracting Party[ies] identified in the signature blocks below (collectively “AWS”) and State of Michigan (“Customer”) and is effective as of November 8, 2022 (the “Addendum Effective Date”). This Addendum supplements the AWS Customer Agreement available at http:// aws.amazon.com/agreement, (as updated from time to time) between Customer and AWS, or other agreement between Customer and AWS governing Customer’s use of the Service Offerings (the “Agreement”). Unless otherwise defined in this Addendum, all capitalized terms in this Addendum have the meanings set forth in the Agreement. The parties agree as follows.

1. General

1.1 Customer agrees that this Addendum only applies to Customer Content subject to IRS Publication 1075 and Services listed as those that can be configured to meet IRS Publication 1075 requirements at https://aws.amazon.com/compliance/irs-1075/, or its successor site.

1.2 AWS and Customer agrees that IRS Publication 1075 and Exhibit 7 - Safeguarding Contract Language will be satisfied as set forth in this Addendum.

2. Customer Responsibilities

2.1 Customer is solely responsible for ensuring that IRS Publication 1075 requirements are fulfilled prior to introducing Customer Content that includes Federal Tax Information (“FTI”), as defined under IRS Publication 1075, into the Service or Service Offerings. Customer agrees to configure the Services in such a manner that it prevents AWS from having logical access to Customer’s FTI.

2.2 Customers have a variety of options to choose from when configuring their accounts for all sensitive or otherwise valuable Content including FTI. AWS recommends that Customer uses strong security and redundancy features, such as access controls, encryption, and backup. Customer is responsible for properly configuring and using the Service Offerings as Customer determines is appropriate, in order for Customer to comply with IRS Publication 1075 or other legal or regulatory requirements applicable to Customer.

2.3 Customer understands that AWS Services operate under a shared security model where security and compliance is a shared responsibility between AWS and the customer. Customers are responsible for security in the cloud and must configure the Services as part of its security responsibilities.

Customer agrees that its compliance with IRS Publication 1075 is dependent upon on Customer’s configuration of the Services and adoption and implementation of policies and practices. Documentation for the Services includes information that may help the Customer comply with IRS Publication 1075 requirements.

3. Customer Inspection Rights

3.1 Provided that the Customer and AWS have a NDA in place, Customer will be provided (i) through AWS Artifact, access to information generated by AWS’s regular monitoring of security, privacy, and operational controls in place to afford you an ongoing view into the effectiveness of such controls;

and (ii) upon request, be afforded the opportunity to communicate with AWS’s subject matter experts for clarification of the reports identified above.

3.2 Notwithstanding anything to the contrary in Attachment A, Customer will use the information from Section 3.1 herein to satisfy any inspection requirements under IRS Publication 1075.

Customer agrees that the audit rights described in this section are the sole rights to be provided in full satisfaction of any audit that may otherwise be requested by the IRS or Customer. Notwithstanding anything to the contrary in Attachment A, AWS will not grant any inspection rights to Customer or access to data centers or other facilities that may cause AWS to be non-compliant with its contractual obligations under FedRAMP, ISO 27001/27018, other US Government security related operations, or its security policies.

3.3 Information provided by AWS is confidential and subject to the NDA. Upon request and pursuant to appropriate confidentiality protections, Customer shall be permitted to provide information described in Section 3.1 to the IRS to satisfy the IRS inspection requirements under IRS Publication 1075.

IN WITNESS WHEREOF, you and AWS have executed this Addendum as of the Addendum

Effective Date.

AMAZON WEB SERVICES, INC.

By:

Name:

Title:

Date signed:

STATE OF MICHIGAN

By:

Name: ________________________________

Date signed:

Attachment A

(IRS Publication 1075, Exhibit 7)

I. PERFORMANCE

In performance of this contract, the Contractor agrees to comply with and assume responsibility for compliance by officers or employees with the following requirements:

(1) All work will be performed under the supervision of the contractor.

(2) The contractor and contractor’s officers or employees to be authorized access to FTI must meet background check requirements defined in IRS Publication 1075. The contractor will maintain a list of officers or employees authorized access to FTI. Such list will be provided to the agency and, upon request, to the IRS.

(3) FTI in hardcopy or electronic format shall be used only for the purpose of carrying out the provisions of this contract. FTI in any format shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this contract. Inspection or disclosure of FTI to anyone other than the contractor or the contractor’s officers or employees authorized is prohibited.

(4) FTI will be accounted for upon receipt and properly stored before, during, and after processing.

In addition, any related output and products require the same level of protection as required for the source material.

(5) The contractor will certify that FTI processed during the performance of this contract will be completely purged from all physical and electronic data storage with no output to be retained by the contractor at the time the work is completed. If immediate purging of physical and electronic data storage is not possible, the contractor will certify that any FTI in physical or electronic storage will remain safeguarded to prevent unauthorized disclosures.

(6) Any spoilage or any intermediate hard copy printout that may result during the processing of FTI will be given to the agency. When this is not possible, the contractor will be responsible for the destruction of the spoilage or any intermediate hard copy printouts and will provide the agency with a statement containing the date of destruction, description of material destroyed, and the destruction method.

(7) All computer systems receiving, processing, storing, or transmitting FTI must meet the requirements in IRS Publication 1075. To meet functional and assurance requirements, the security features of the environment must provide for the managerial, operational, and technical controls. All security features must be available and activated to protect against unauthorized use of and access to FTI.

(8) No work involving FTI furnished under this contract will be subcontracted without the prior written approval of the IRS.

(9) Contractor will ensure that the terms of FTI safeguards described herein are included, without modification, in any approved subcontract for work involving FTI.

(10) To the extent the terms, provisions, duties, requirements, and obligations of this contract apply to performing services with FTI, the contractor shall assume toward the subcontractor all obligations, duties and responsibilities that the agency under this contract assumes toward the contractor, and the subcontractor shall assume toward the contractor all the same obligations, duties and responsibilities which the contractor assumes toward the agency under this contract.

(11) In addition to the subcontractor’s obligations and duties under an approved subcontract, the terms and conditions of this contract apply to the subcontractor, and the subcontractor is bound and obligated to the contractor hereunder by the same terms and conditions by which the contractor is bound and obligated to the agency under this contract.

(12) For purposes of this contract, the term “contractor” includes any officer or employee of the contractor with access to or who uses FTI, and the term “subcontractor” includes any officer or employee of the subcontractor with access to or who uses FTI.

(13) The agency will have the right to void the contract if the contractor fails to meet the terms of FTI safeguards described herein.

II. CRIMINAL/CIVIL SANCTIONS

(1) Each officer or employee of a contractor to whom FTI is or may be disclosed shall be notified in writing that FTI disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any FTI for a purpose not authorized herein constitutes a felony punishable upon conviction by a fine of as much as $5,000 or imprisonment for as long as 5 years, or both, together with the costs of prosecution.

(2) Each officer or employee of a contractor to whom FTI is or may be accessible shall be notified in writing that FTI accessible to such officer or employee may be accessed only for a purpose and to the extent authorized herein, and that access/inspection of FTI without an official need-to-know for a purpose not authorized herein constitutes a criminal misdemeanor punishable upon conviction by a fine of as much as $1,000 or imprisonment for as long as 1 year, or both, together with the costs of prosecution.

(3) Each officer or employee of a contractor to whom FTI is or may be disclosed shall be notified in writing that any such unauthorized access, inspection or disclosure of FTI may also result in an award of civil damages against the officer or employee in an amount equal to the sum of the greater of $1,000 for each unauthorized access, inspection, or disclosure, or the sum of actual damages sustained as a result of such unauthorized access, inspection, or disclosure, plus in the case of a willful unauthorized access, inspection, or disclosure or an unauthorized access/inspection or disclosure which is the result of gross negligence, punitive damages, plus the cost of the action. These penalties are prescribed by IRC sections 7213, 7213A and 7431 and set forth at 26 CFR 301.6103(n)-1.

(4) Additionally, it is incumbent upon the contractor to inform its officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a(i)(1), which is made applicable to contractors by 5 U.S.C. 552a(m)(1), provides that any officer or employee of a contractor, who by virtue of his/her employment or official position, has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is so prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.

(5) Granting a contractor access to FTI must be preceded by certifying that each officer or employee understands the agency’s security policy and procedures for safeguarding FTI. A contractor and each officer or employee must maintain their authorization to access FTI through annual recertification of their understanding of the agency’s security policy and procedures for safeguarding FTI. The initial certification and recertifications must be documented and placed in the agency's files for review. As part of the certification and at least annually afterwards, a contractor and each officer or employee must be advised of the provisions of IRC sections 7213, 7213A, and 7431 (see Exhibit 4, Sanctions for Unauthorized Disclosure, and Exhibit 5, Civil Damages for Unauthorized Disclosure). The training on the agency’s security policy and procedures provided before the initial certification and annually thereafter must also cover the incident response policy and procedure for reporting unauthorized disclosures and data breaches.

(See Section 10) For the initial certification and the annual recertifications, the contractor and each officer or employee must sign, either with ink or electronic signature, a confidentiality statement certifying their understanding of the security requirements.

III. INSPECTION

The IRS and the Agency, with 24 hour notice, shall have the right to send its inspectors into the offices and plants of the contractor to inspect facilities and operations performing any work with FTI under this contract for compliance with requirements defined in IRS Publication 1075. The IRS’ right of inspection shall include the use of manual and/or automated scanning tools to perform compliance and vulnerability assessments of information technology (IT) assets that access, store, process or transmit FTI. Based on the inspection, corrective actions may be required in cases where the contractor is found to be noncompliant with FTI safeguard requirements.

CC OTH 00723966 2022 TR

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 230000000198 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Amazon Web Services, Inc.

ST

A

TE

Pr og ra m

M an ag er

Jason Frost DTMB

410 Terry Avenue North 517-636-6505

Seattle, WA 98109-5210 frostJ@michigan.gov

Eric Hill C on tra ct

Ad in is tra to r Matt Weiss DTMB

248-224-9051 517-256-9895 echill@amazon.com weissm4@michigan.gov

VS0160030

DESCRIPTION: State Integrated IaaS

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

December 6, 2022 December 6, 2027 5, 1 year December 6, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 NA

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

NA

MISCELLANEOUS INFORMATION

NA

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $0.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget Elliott-Larsen Building, 320 S Walnut St #6, Lansing, MI 48933

CONTRACT NO. 230000000198

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

STATE OF MICHIGAN ENTERPRISE AGREEMENT

This Enterprise Agreement (this “Agreement” or “Contract”) is made and entered into by and among the AWS Contracting Parties specified on this Cover Page, any other AWS Contracting Party that is added to this Agreement pursuant to Section 12.14, and the customer specified on this Cover Page (“Customer” or “State”). The AWS Contracting Parties are collectively referred to herein as “AWS” or “Contractor.”

In consideration of the mutual promises contained in this Agreement, AWS and Customer agree to all terms of the Agreement effective as of December 6, 2022 (the “Effective Date”).

Defined terms used in this Agreement with initial letters capitalized have the meanings given in Section 13 below.

AWS Contracting Party:

Amazon Web Services, Inc.

By: ______________

Name:

Address:

410 Terry Avenue North, U.S.A.

Seattle, WA 98109-5210 Attention: AWS General Counsel Fax: 206-266-7010

Customer Name:

Michigan Department of Technology, Management and Budget

By: ______________

Name:

Address:

Elliott-Larsen Building, 320 S Walnut St #6, Lansing, MI 48933 Attention: Matt Weiss Phone: 517-256-9895 E-mail: weissm4@michigan.gov

1. Use of the Service Offerings.

1.1 Generally. Customer may access and use the Service Offerings in accordance with this Contract. Service Level Agreements apply to certain Services. Customer’s use of the Service Offerings will comply with the terms of this Contract.

1.2 Contractor Account. To access the Services, Customer must create one or more Contractor Enterprise Accounts. Unless explicitly permitted by the Service Terms, Customer will only create one Contractor Enterprise Account per email address. All Contractor Enterprise Accounts will be covered by this Contract. For all Contractor Enterprise Accounts, this Contract supersedes any acceptance of the AWS Customer Agreement by Customer or any of its employees acting on behalf of Customer. If any of Customer’s Contractor accounts do not meet the definition of a “Contractor Enterprise Account,” those accounts will be governed by the AWS Customer Agreement.

1.3 Third-Party Content. Third-Party Content may be used by Customer at Customer’s election. Third-Party Content is governed by this Contract unless accompanied by separate terms and conditions, which may include separate fees and charges.

1.4 Customer Affiliates. Any Customer Affiliate may use the Service Offerings under its own AWS Enterprise Account(s) under the terms of this Agreement by executing an addendum to this Agreement with AWS, as mutually agreed by AWS and the Customer Affiliate.

1.5 Chain Subcontractors. At least 180 days prior to authorizing a Chain Subcontractor (as defined below), AWS will add that Chain Subcontractor to the list of Chain Subcontractors on AWS's website including the name of the Chain Subcontractor and a description of the services provided (the "Chain Subcontractor List"). Notwithstanding the foregoing, with respect to any Chain Subcontractor which provides a portion of the AWS Services that is not generally available as of the Effective Date, AWS will not be required to update the Chain Subcontractor List until the date such portion of the AWS Services is made generally available. A "Chain Subcontractor" is a subcontractor to whom AWS has subcontracted a portion of the AWS Services, where the subcontractor's role is such that its failure to perform would have a significant effect on AWS's ability to provide the AWS Services in accordance with AWS's obligations under this Agreement. AWS will (a) enter into a written agreement with the Chain Subcontractor and will impose obligations, as appropriate in light of the Chain Subcontractor's role and duties, such as confidentiality, data protection, data security, business continuity and audit, (b) remain fully responsible under this Agreement for the provision of the portion of AWS Services performed by the Chain Subcontractor, and (c) perform due diligence on the Chain Subcontractor.

2. Changes.

2.1 To the Service Offerings. AWS may change or discontinue any of the Service Offerings, from time to time. For any Contractor Enterprise Accounts enrolled in AWS Support at the Developer-level tier or above (or any successor service providing such communications alerts), AWS will provide at least 12 months prior Notice to Customer if AWS decides to discontinue a Service that it makes generally available to its customers and that Customer is using. AWS will not be obligated to provide Notice under this Section 2.1 if the discontinuation is necessary to address an emergency or threat to the security or integrity of AWS, respond to claims, litigation, or loss of license rights related to third-party intellectual property rights, or comply with the law or requests of a government entity.

2.2 To the Service Level Agreements. AWS may change Service Level Agreements from time to time, but will provide 90 days’ prior Notice to Customer before materially reducing the benefits offered to Customer under any Service Level Agreement(s) that are available as of the Effective Date.

3. Privacy and Security.

3.1 Contractor Security. AWS will implement reasonable and appropriate measures for the Contractor Network (as determined by Contractor) designed to help Customer secure Customer Content against accidental or unlawful loss, access or disclosure (the “Security Objectives”) in accordance with the Contractor Security Standards. AWS may modify the Contractor Security Standards from time to time, but will continue to provide at least the same level of security as is described in the Contractor Security Standards on the Effective Date.

3.2 Data Privacy.

Customer may specify the AWS regions in which Customer Content will be stored. Customer consents to the storage of Customer Content in, and transfer of Customer Content into, the AWS regions Customer selects. AWS will not access or use Customer Content except as necessary to maintain or provide the Service Offerings, or as necessary to comply with the law or a binding order of a governmental body. AWS will not (a) disclose Customer Content to any government or third party, or (b) subject to Section 3.3, move Customer Content from the AWS regions selected by Customer; except in each case as necessary to comply with the law or a binding order of a governmental body (such as a subpoena or court order). Unless it would be in violation of a court order or other legal requirement, AWS will give Customer reasonable Notice of any legal requirement or order referred to in this Section 3.2, to enable Customer to seek a protective order or other appropriate remedy. Where a binding order of a governmental body is based upon a legal requirement of – or is alleged by a governmental entity or court order in – a jurisdiction in which the Customer does not store Customer Content covered by the requirement or allegation (a “Foreign Requirement”), AWS will:

(a) Provide Customer with reasonable prior notice of the Foreign Requirement;

(b) Afford Customer a reasonable opportunity to comply with or otherwise challenge or address the

Foreign Requirement; and

(c) Make available appropriate AWS personnel available to discuss possible resolution of the matter.

AWS will only use Account Information in accordance with the Privacy Notice, and Customer consents to such usage. The Privacy Notice does not apply to Customer Content.

3.3 Service Attributes. To provide billing and administration services, AWS may process Service Attributes in the AWS region(s) where Customer uses the Service Offerings and the AWS regions in the United States. To provide Customer with support services initiated by Customer and investigate fraud, abuse or violations of this Contract, AWS may process Service Attributes where AWS maintains its support and investigation personnel.

3.4 AWS Information Security Program.