230000000845.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

Campaign Finance System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 9, 2023 May 8, 2028 5 - 1 Year May 8, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

430 W. Allegan St. (BOE)

PO BOX 20126

Lansing MI 48901

David Freund

517-282-9084

David.Freund@tylertech.com

CV0003206

MICHIGAN INTERACTIVE LLC

C O

N

TR

A C

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Jarrod Barron

517-249-0406

DTMB

Various Various

BarronJ1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 4

Contract Number MA230000000845 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

0 Years

$9,344,362.56 $0.00 $9,344,362.56

DESCRIPTION

Effective 10/2/2025, the parties add BlueGenAI, Inc as a Permitted Subcontractor. All other terms, conditions, specifications and pricing remain the same. Per Contractor, Agency, and DTMB Central Procurement approval.

AGENCY NAME PHONE EMAIL

DTMB Daniel Klodt 517-930-6368 KlodtD@michigan.gov

MDOS Robert Burns 517-388-9267 BurnsR10@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA230000000845

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA230000000845

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

Campaign Finance System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 9, 2023 May 8, 2028 5 - 12 Months May 8, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

430 W. Allegan St. (BOE)

PO BOX 20126

Lansing MI 48901

David Freund

517-282-9084

David.Freund@tylertech.com

CV0003206

MICHIGAN INTERACTIVE LLC

C O

N

TR

A C

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Natalie Chambers

517-246-8919

DTMB

Various Various

ChambersN@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 3

Contract Number MA230000000845 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

$9,344,362.56 $0.00 $9,344,362.56

DESCRIPTION

Effective 6/30/2025, the Contract Public Search module is being enhanced by developing and full filing extract similar to the legacy process, allowing users to download all filing data by year for Receipts, Contributions, and Expenditures. Permitted subcontractor added Contract to assist with additional development work. The use of artificial intelligence under this agreement is not allowed.

Also, updating Contract Administrator as Natalie Chambers.

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

MDOS Robert Burns 517-388-9267 BurnsR10@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA230000000845

M ichigan.gov/MiProcuremen t

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STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Campaign Finance System – Adding Permitted Subcontractor

Period of Coverage:

6/18/2025 - 5/8/2028

Requesting Department:

Department of State

Date:

6/18/2025

Agency Project Manager:

Robert Burns

Phone:

517.388.9267

DTMB Project Manager:

Dan Klodt

Phone:

517.930.6368

Brief description of services to be provided:

BACKGROUND:

The Michigan Transparency Network (MiTN) was implemented in March. The functionality to build a download process similar to the legacy system was postponed until post-MiTN release. To expedite the delivery of this feature, additional technical resources have been requested.

PROJECT OBJECTIVE:

Enhance the Public Search module by developing a full filing extract that is substantially similar to the legacy process, allowing users to download all filing data by year for Receipts, Contributions, and Expenditures. Permitted subcontractor added Contract to assist with additional development work. The use of artificial intelligence under this agreement is not allowed.

SCOPE OF WORK:

1) Business analysis and design.

2) Engineering and testing of application and public-facing portal page.

3) Quality assurance.

TASKS:

Technical support is required to assist with the following tasks:

1) Develop a full filing extract that is substantially similar to the legacy process.

2) Permit users to download all filing data that was included in the legacy system database by year for Receipts, Contributions, and Expenditures.

3) Automate exports.

4) Create a custom public portal page.

5) Quality assurance tasks.

These tasks will be performed in a non-production environment.

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DELIVERABLES:

Deliverables will not be considered complete until the Agency Project Manager has formally accepted them. Deliverables for this project include:

1) A full filing extract that will be substantially similar to the legacy process.

2) A custom public portal page that permits users to download all filing data by year for Receipts, Contributions, and Expenditures.

3) Automated exports.

4) Quality assurance review.

ACCEPTANCE CRITERIA:

Acceptance criteria as per Contract MA 230000000845.

PROJECT CONTROL AND REPORTS:

This is a subset of deliverable work and tied directly to the overall scope of MiTN. The weekly status report, meetings and project software will provide consistent reporting of progress

1. Hours: N/A. This is a fixed priced quote and change notice, hours expended/remaining, etc., do not apply and will not be reported.

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

3. Funds: N/A. This is a fixed priced quote and change notice, this does not apply and will not be reported.

SPECIFIC DEPARTMENT STANDARDS:

N/A

PAYMENT SCHEDULE:

N/A. Included in price of contract, not a separate pricing line item.

EXPENSES:

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

PROJECT CONTACTS:

The designated Agency Project Manager is:

Robert Burns Michigan Department of State Bureau of Elections, Filing, Disclosure & Compliance 430 W. Allegan, Lansing, MI 48813 517-388-9267 burnsr10@michigan.gov mailto:burnsr10@michigan.gov

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The designated DTMB Project Manager is:

Dan Klodt Michigan Department of Management & Budget 517.930.6368 KlodtD@michigan.gov

PERMITTED SUBCONTRACTOR:

The parties agree that the following subcontractor is a Permitted Subcontractor as defined in the Contract:

Bidder must provide detailed information as requested in the above requirement(s).

The legal business name, address, telephone number of the subcontractor(s).

BlueGenAI, Inc.

14341 Sydney Meadow Ct Leesburg, VA 20176 Ph: 703-599-7727

A description of subcontractor’s organization and the services it will provide and information concerning subcontractor’s ability to provide the Contract Activities.

BlueGenAI, Inc. is a software development firm with expertise in Application Platform (which MiTN is built upon) to perform engineering, business analysis, and quality assurance services. For this engagement, BlueGenAI will support Tyler Technologies in enhancing the Public Search module by developing a full filing extract that is substantially similar to the legacy process, allowing users to download all filing data by year for Receipts, Contributions, and Expenditures.

Additional tasks include export automation, a custom public portal page, and QA—all performed in a non-production development environment.

BlueGenAI is well-qualified to deliver these activities in alignment with Tyler’s standards and without accessing or processing any production or production-derived State data.

The relationship of the subcontractor to the Contractor.

BlueGenAI, Inc. is an independent subcontractor to Tyler Technologies, engaged to perform specific development and support tasks under Tyler’s direction. There is no ownership or affiliate relationship between the parties.

Whether the Contractor has a previous working experience

Tyler Technologies has an existing working relationship with BlueGenAI, Inc., including mailto:KlodtD@michigan.gov

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Bidder must provide detailed information as requested in the above requirement(s).

with the subcontractor.

If yes, provide the details of that previous relationship.

ongoing collaboration on a related Campaign Finance project in another state. BlueGenAI has successfully supported similar efforts involving data exports, public-facing portals, and application enhancements, demonstrating a strong track record of delivering high-quality work within Tyler’s Application Platform

A complete description of the Contract Activities that will be performed or provided by the subcontractor.

Will work at the direction of Tyler project leadership in support of its customer Michigan Department of State, pursuant to and consistent with the applicable Tyler Michigan Interactive contract, adhering to best practices and standards.

To provide services including, but not limited to:

• Business analysis

• Application engineering

• Quality Assurance

QP categories include:

• Business Analyst / QA

• Application Engineer Of the total SOW, the price of the subcontractor’s work.

Included in price of contract, not a separate pricing line item.

AGENCY RESPONSIBILITIES:

As detailed in contract.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at:

14341 Sydney Meadow Ct., Leesburg, VA 20176

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.

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No overtime will be permitted.

This purchase order is a release from Contract Number 230000000845. This purchase order, statement of work, and the terms and conditions of Contract Number 230000000845 constitute the entire agreement between the State and the Contractor.

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

Campaign Finance System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 9, 2023 May 8, 2028 5 - 12 Months May 8, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

430 W. Allegan St. (BOE)

PO BOX 20126

Lansing MI 48901

David Freund

517-282-9084

David.Freund@tylertech.com

CV0003206

MICHIGAN INTERACTIVE LLC

C O

N

TR

A C

TO

R

Jarrod Barron

5172490406

DTMB

Various Various

BarronJ1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 2

Contract Number MA230000000845 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

$8,901,930.56 $442,432.00 $9,344,362.56

DESCRIPTION

Effective 10/29/2024, the parties add $442,432.00 for the services detailed in the attached Personal Finance Disclosure System Phase 2 statement of work. All other terms, conditions, specifications, and pricing remain the same. Per DTMB Contractor, agency, DTMB Central Procurement, and State Administrative Board approval on 10/29/2024.

Internal State Note: Remaining Ad Board funds after this CN: $249,999.99.

MDOS Robert Burns 517-388-9267 BurnsR10@michigan.gov

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA230000000845

Michigan.gov/MiProcurement

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STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Personal Finance Disclosure Phase 2

Period of Coverage:

Jan 1, 2025, to May 8, 2025

Requesting Department:

MDOS - BOE

Date:

August 13, 2024

Agency Project Manager:

Robert Burns

Phone:

517.388.9267

DTMB Project Manager:

Dan Klodt

Phone:

517.930.6368

Brief description of services to be provided:

BACKGROUND:

The Michigan legislature passed personal finance disclosure (PFD) laws to enact Proposal 2022-1, signed by the governor in December 2023. A temporary PFD system (PFD Phase 1 – see Change Notice Number 1) was implemented to meet the minimum legal requirements for the Bureau of Elections (BOE) to begin receiving required PFDs by March 15, 2024. However, additional functionality and enhancements are desired.

PROJECT OBJECTIVE:

The purpose of this project is to port and enhance the temporary PFD system into the Michigan Transparency Network (MiTN) environment. This project will include many of the deliverables that are required of MiTN such as 508 ADA compliance, Security/ATO process, mobile readiness, detailed JADs and Quality Assurance, as Phase One left out these items due to the extremely tight timeframe. PFD Phase 2 will be placed into two categories, an enhancement/development/migration project timeframe and the ongoing support term for the remaining contract period.

SCOPE OF WORK:

As included in this Statement of Work and discovered during JAD sessions.

TASKS:

Technical support is required to assist with the following tasks:

Completion of all deliverables Migration of data collected during Phase 1 to MiTN JAD sessions and all enhancements / functionality as discovered Continuing support for the contract period

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DELIVERABLES:

Deliverables will not be considered complete until the Agency Project Manager has formally accepted them. Deliverables for this project include:

1) Porting Phase 1 functionality and data into MiTN; meeting all specifications and being consistent with the MiTN system, unify themes and design to other modules

2) Adjustments to fields as needed, including changes based on recent Attorney

General opinions

3) Implementation of functionality for the May 2025 reporting period

4) 508 ADA compliance

5) Security and ATO compliance

6) Mobile readiness for public view

7) Detailed JADs and QA

8) Hosting and licensing

9) Automatic determination, notice, and acceptance / reporting of PFD fees, fines, penalties, etc., consistent with the master contract (similar to the Candidate Committee module). This is the inclusion of the fees object, the creation of automatic notifications based on fees assessed, the fee assessment mechanism and the interface to CEPAS.

10) Enhancement, development, and migration of Phase 1 items

11) Tracking of amendments made to filings

12) Inclusion of PFD data in MiTN searches (cross-module searching). This includes the crosswalk table that allows users to connect different BTOs for custom searches. It also includes 3 custom searches. The items below will reference these two searches.

13) Roles and permissions updates as needed, up to 2 roles

14) New or updated templates as needed, up to 5 document templates

15) Workflow changes as needed, up to 3 low complexity workflow refactors

16) Customization of reporting requirements based on the filer’s category (e.g., different fields, toggling mandatory vs optional fields, based on who is filing). This is the rework of data structures and permissions.

17) Ability to display incoming correspondence online. This allows a user to attach a document to the object and then display that attachment to the public via public search.

18) Link to Candidate BTO to determine which filers are elected officials

19) Periodic product demonstrations to BOE.

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20) Ability to access data within other modules to determine who needs to file, including:

a) Total Candidate Committee expenditures and revenue for an inputted time period (Search 1, See #12)

b) Associate individual with their Candidate Committee (Search 2, See #12)

c) Candidate Committee waiver, waiver request and dissolution dates (already included in Candidate)

21) Ability to run reports from data within the PFD, candidate committee, and lobby modules to determine PFD compliance with reporting requirements. This includes 5 new canned reports. These reports may take the form of jasper reports or using the public search mechanism, depending on which better serves the BOE.

22) Create an interactive decision tree for filers: “Do I need to file?” (Included in workflows, see #15)

23) Improve public display and search of data

24) Include pull down menu of existing registered lobbyists/lobbyist agents and their ID numbers within the lobby section

25) Transition to MiLogin Citizen for filers and MiLogin Business for contractors

26) Ongoing support. PFD will leverage existing dedicated support staff and prioritization process for ongoing support.

27) The automatic inclusion of PFD data when performing a search (by lobbyist name, candidate name, candidate committee ID, etc.) in MiTN - (Search 3, See #12)

28) Full compliance with all PFD and related requirements as outlined in Michigan’s

Constitution and Public Acts 267, 281, 282, 283, and 284 of 2023. BOE will advise on compliance and provide Tyler with required updates etc. PFD will leverage existing dedicated support staff and prioritization process for ongoing support.

ACCEPTANCE CRITERIA:

As defined in Contract 230000000845.

PROJECT CONTROL AND REPORTS:

As outlined in the master contract and MiTN Project. This is a fixed price project.

1. Hours: fixed price quote; hours expended /remaining does not apply and will not be reported.

2. Accomplishments: will provide weekly status updates, including what was worked on and what was completed during current period.

3. Funds: fixed price quote; funds expended /remaining does not apply and will not be reported.

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SPECIFIC DEPARTMENT STANDARDS:

N/A.

PRICING & PAYMENT SCHEDULE:

PFD-Phase 2 Price Quote for January 2025 - May 2028 January - December 2025: $340,325 (Enhancements and migration development

+ SaaS Licensing) January - December 2026: $43,404 (SaaS Licensing) January - December 2027: $43,404 (SaaS Licensing) January - May 2028: $15,299 (SaaS Licensing)

Change Notice total: $442,432

The Payment Schedule and terms will match the master contract’s quarterly payment schedule and terms:

January 2025 $85,081.25 April 2025 $85,081.25 July 2025 $85,081.25

October 2025 $85,081.25 January 2026 $43,404.00 January 2027 $43,404.00 January 2028 $15,299.00

TOTAL $442,432.00

EXPENSES:

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

PROJECT CONTACTS:

The designated Contractor Project Manager is:

Monty Brookfield, Director, Non-Federal Portfolio Tyler Technologies, Inc.

5101 Tennyson Parkway Plano, Texas 75024 571-606-7417 monty.brookfield@tylerfederal.com

The designated Contractor Director is:

Dave Freund, Sr. Director of Operations, PMP Tyler Michigan mailto:monty.brookfield@tylerfederal.com

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840 W Long Lake Rd # 150, Troy, MI 48098 517-282-9084 David.Freund@tylertech.com

The designated Agency Project Manager is:

Robert Burns Bureau of Elections, Michigan Department of State Richard H Austin Bldg, 1st floor 430 W Allegan, Lansing, MI 48933 517-388-9267 burnsr10@michigan.gov

The designated DTMB Project Manager is:

Dan Klodt Michigan Department of Technology, Management, & Budget 517.930.6368 KlodtD@michigan.gov

AGENCY RESPONSIBILITIES:

As detailed in the master contract.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

As detailed in the master contract 230000000845.

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.

mailto:David.Freund@tylertech.com

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 1 to

Contract Number 230000000845

Various

Jeremy Lyon david.freund@tylertech.com

David Freund

Lansing, MI 48901

MICHIGAN INTERACTIVE LLC

CV0003206

517-282-9084

430 W. Allegan St. (BOE) , PO BOX 20126

(517) 230-2858 S

T A

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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

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DTMB

lyonj5@michigan.gov

$8,780,390.56

May 9, 2023 May 8, 2028

CAMPAIGN FINANCE SYSTEM

May 8, 2028

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

☐ ☐ May 8, 2028

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$121,540.00 $8,901,930.56

Effective 12/28/2023, the parties add the attached Statement of Work for the purpose of updating the Michigan Transparency Network (MiTN) system to accommodate changes required per BOE Prop1_Phase1 Quote 121523 . The State also adds $121,540.00 in funding to support the work that will be completed as described, per the Statement of Work

All other terms, conditions, specifications remain the same. Per Contractor, Agency, DTMB Procurement, and State Administrative Board on 5/9/2023.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MDOS

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 230000000845

Daniel Klodt 517-930-6368 KlodtD@michigan.govDTMB

Amy Lovegrove 517-241-2545 lovegrovea1@michigan.govMDOS

MICHIGAN DEPARTMENT OF TECHNOLOGY,

MANAGEMENT AND BUDGET

IT SERVICES

STATEMENT OF WORK

Project Title:

Personal Financial Disclosure Interim Software Solution

Period of Coverage:

Requesting Department:

MDOS

Date:

12/11/2023

Agency Project Manager:

Robert Burns, MDOS

Phone:

517-388-9267

DTMB Project Manager:

Dan Klodt

Phone:

BACKGROUND:

Proposal 2022-1, (the amendment) adopted by voters at the November 2022 election, incorporated personal financial disclosure requirements into Article IV, Section 10 of the Michigan Constitution of 1963.

Under the Constitution’s new requirements, the governor, lieutenant governor, secretary of state, attorney general, and each member of the legislature must submit an annual financial disclosure report that specifies assets, liabilities, sources of earned income, and other personal financial information.

Additionally, lobbyists must report new information, some of which is already required by state law.

The first reports required by the amendment will be due April 15, 2024. Enacting legislation was signed by the Governor on December 11, 2023, creating Public Acts 267, 281, 282, 283, and 284. The legislation developed a late filing fee structure, require certain candidates for public office to disclose, and created other requirements.

PROJECT OBJECTIVE:

Add financial disclosure capability, as required by Proposal 2022-1 and implementing Public Acts, to the campaign finance reporting system being developed by Michigan Interactive, LLC (dba Tyler Michigan), a subsidiary of Tyler Technologies, Inc.

SCOPE OF WORK:

Due to the short timeframe that this solution must be made available to the public, Tyler has determined that a multiple phased project be created, Phase One and Phase Two, to accommodate changes from Prop 22-1 and implementing legislation. This contract change request will only address and fund the temporary Phase One standalone solution for ONE year.

The goal of Phase One will be to create a temporary minimal viable product to meet the March 15, 2024 filing deadline. Once Phase One is completed, the Phase Two change notice will need to be created, funded and approved to migrate this solution into the Michigan Transparency Network (MiTN) primary BOE solution.

TASKS:

Contractor will:

• Fully configure the Tyler Application Platform for the interim use to implement the requirements of the State Constitution and Public Acts 267, 281, 282, 283, and 284 of 2023.

DELIVERABLES:

Deliverables will not be considered complete until the Agency Project Manager has formally accepted them. Deliverables for this project include:

• All functionalities outlined in the herein, in production by March 15, 2024.

• Fully configure the Tyler Application Platform for the interim use.

• System will accept annual financial disclosure inputs/reports by Michigan elected officials and candidates for office. This includes candidates and sitting office holders for the positions of governor, lieutenant governor, secretary of state, attorney general, and the Michigan House and Senate.

• Creation of forms for 14 categories of financial and identifying information as required by statute and other requirements.

• Creation of electronic forms for candidates and officials to input data.

• Display reports that can be posted to a public viewing page. This may be a basic listing of filed reports with limited functionality.

o Officials/Candidate who have not filed.

o Officials/Candidate who filed late.

• Utilize MiLogin system.

ACCEPTANCE CRITERIA:

Acceptance criteria for the deliverables are as described in the master contract.

PROJECT CONTROL AND REPORTS:

As outlined in the master contract and MiTN Project:

1. Hours: N/A. This is a fixed priced quote and change notice, hours expended/remaining, etc., do not apply and will not be reported.

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

3. Funds: N/A. This is a fixed priced quote and change notice, this does not apply and will not be reported.

SPECIFIC DEPARTMENT STANDARDS:

N/A

PAYMENT SCHEDULE:

The Payment Schedule will match master contract’s quarterly payment schedule.

EXPENSES:

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

PROJECT CONTACTS:

The designated Contractor Project Manager is:

Monty Brookfield Director, Non-Federal Portfolio Tyler Technologies, Inc.

5101 Tennyson Parkway Plano, Texas 75024 571-606-7417 monty.brookfield@tylerfederal.com mailto:monty.brookfield@tylerfederal.com

The designated Contractor Director is:

Dave Freund Sr. Director of Operations, PMP Tyler Michigan 840 W Long Lake Rd # 150, Troy, MI 48098 517-282-9084 David.Freund@tylertech.com

The designated Agency Project Manager is:

Robert Burns Michigan Department of State 517-388-9267 burnsr10@michigan.gov

The designated DTMB Project Manager is:

Dan Klodt Michigan Department of Management & Budget

KlodtD@michigan.gov

AGENCY RESPONSIBILITIES:

As detailed in contract.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Contractor staff will work at the Bureau of Elections, 430 W. Allegan Street in Lansing, Michigan.

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.

mailto:David.Freund@tylertech.com

Revision Date: 4/11/2022

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 230000000845 .

between

THE STATE OF MICHIGAN

and

C O

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A C

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Michigan Interactive

ST

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Pr og ra m

M an ag er

Various MDOS

430 W. Allegan St. (BOE)

PO BOX 20126

Phone Number

Lansing, MI 48901 Email Address

David Freund

C on tra ct

Ad m in is tra to r

Jeremy Lyon DTMB

517-282-9084 517-230-2858

David.Freund@tylertech.com LyonJ5@michigan.gov

CV0003206

CONTRACT SUMMARY

DESCRIPTION:

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

5/9/2023 5/8/2028 5 – 1 year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

New contract established after completing RFP – 220000002579. Approved by State Administrative Board on 5/9/2023.

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 320 S Walnut Street, Lansing, MI 48909 Click here to enter PO BOX. If none, right click here and select “Delete Rows”

Program Managers:

1. MDOS: Amy Lovegrove, 517-241-2545, lovegrovea1@michigan.gov 2.DTMB: Dan Klodt, 517-930-6368, klodtd@michigan.gov

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $8,780,390.56

CONTRACT NO. 230000000845

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

SOFTWARE CONTRACT TERMS

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 Michigan Interactive, LLC(“Contractor”), a Michigan limited liability company. This Contract is effective on April, 24th, 2023 (“Effective Date”), and unless terminated, will expire on April, 23rd, 2028 (the “Term”).

This Contract may be renewed for up to five additional one 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 9.

“Acceptance Tests” means such tests as may be conducted in accordance with Section 9.1 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 17.2(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 the Contractor’s Bid Response or as part of the State’s Security Accreditation Process defined in Schedule E – Data Security Requirements.

“Authorized Users” means all Persons authorized by the State to access and use the Software under this Contract, and for users who are State employees (including State contractors), subject to the maximum number of Concurrent Users specified in

Schedule B of this Contract and as may be modified by Change Notice or ordering documents for the purchase of additional user licenses from time to time.

“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.

“Concurrent Users” means the maximum number of State employees (including State contractors) who may be logged on to the Software at the same time.

“Confidential Information” has the meaning set forth in Section 21.1.

“Configuration” means State-specific changes made to the Software without Source Code or structural data model changes occurring.

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

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) approve any Change Notices under this Contract.

Each party’s Contract Administrator will be identified in Schedule A - Statement of Work.

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

“Contractor’s Bid Response” means the Contractor’s proposal submitted in response to the RFP.

“Contractor 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 Schedule 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.

“Deposit Material” refers to material required to be deposited pursuant to Section 28.

“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 22.1.

“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 20.1.

“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 9.2(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 organization, trust, association or other entity.

“Pricing Schedule” means the schedule attached as Schedule B.

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

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

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

“Services” means any of the services, including but not limited to, Hosted Services, Contractor is required to or otherwise does provide under this Contract.

“Service Level Agreement” means the schedule attached as Schedule D, setting forth the Support Services Contractor will provide to the State, and the parties' additional rights and obligations with respect thereto.

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

“Software” means Contractor’s software as set forth in a Statement of Work, and any Maintenance Releases or New Versions provided to the State and any Customizations or Configurations made by or for the State pursuant to this Contract, and all copies of the foregoing permitted under this Contract.

“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which the Software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of, and to develop computer programs compatible with, the Software.

“Specifications” means, for the Software, the specifications collectively set forth in the Business Requirements Specification, Technical Specification, Documentation, RFP or Contractor’s Bid Response, if any, for such Software, or elsewhere in a Statement of Work.

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 20.1.

“State Hosted” means the Hosted Services are not provided by Contractor or one or more of its Permitted Subcontractors.

“State Materials” means all materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, content and technology, in any form or media, directly or indirectly provided or made available to Contractor by or on behalf of the State in connection with this Contract.

“State Program Managers” are the individuals appointed by the State, or their designees, to (a) monitor and coordinate the day-to-day activities of this Contract; (b) co-sign off on Acceptance of the Software and other Deliverables; and (c) perform other duties as may be specified in a Statement of Work. Program Managers will be identified in Schedule A - Statement of Work.

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

“Statement of Work” means any statement of work entered into by the parties and incorporated into this Contract. The initial Statement of Work is attached as Schedule A.

“Stop Work Order” has the meaning set forth in Section 14.

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

“Technical Specification” means, with respect to any Software, the document setting forth the technical specifications for such Software and included in a Statement of Work.

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

“Testing Period” has the meaning set forth in Section 9.1(b).

“Transition Period” has the meaning set forth in Section 15.3.

“Transition Responsibilities” has the meaning set forth in Section 15.3.

“Unauthorized Removal” has the meaning set forth in Section 2.5(b).

“Unauthorized Removal Credit” has the meaning set forth in Section 2.5(c).

“User Data” means all data, information and other content of any type and in any format, medium or form, whether audio, visual, digital, screen, GUI or other, that is input, uploaded to, placed into or collected, stored, Processed, generated or output by any device, system or network by or on behalf of the State, including any and all works, inventions, data, analyses and other information and materials resulting from any use of the Software by or on behalf of the State under this Contract, except that User Data does not include the Software or data, information or content, including any GUI, audio, visual or digital or other display or output, that is generated automatically upon executing the Software without additional user input without the inclusion of user derived Information or additional user input.

“Warranty Period” means the ninety (90) calendar-day period commencing on the date of the State's Acceptance of the Software and for which Support Services are provided free of charge.

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

“Work Product” means all State-specific deliverables that Contractor is required to provide to the State under this Contract, which may include but is not limited to state-specific application programming interfaces, computer scripts, macros, user interfaces, reports, project management documents, forms, templates, and other State-specific documents and related materials. In no event shall Contractor’s Software, or any updates, upgrades, enhancements, new modules or source code associated with the Software, be deemed Work Product under this Contract as this is provided as a SaaS solution.

2. Duties of Contractor. Contractor will provide Services and Deliverables pursuant to Statement(s) of Work entered into under this Contract. Contractor will provide all Services and Deliverables in a timely, professional manner and in accordance with the terms, conditions, and Specifications set forth in this Contract and the Statement(s) of Work.

2.1 Statement of Work Requirements. No Statement of Work will be effective unless signed by each party’s Contract Administrator. The term of each Statement of Work will commence on the parties' full execution of a Statement of Work and terminate when the parties have fully performed their obligations. The terms and conditions of this Contract will apply at all times to any Statements of Work entered into by the parties and incorporated into this Contract. The State will have the right to terminate such Statement of Work as set forth in Section 15. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work (including the Implementation Plan and all Milestone Dates) is strictly required.

2.2 Change Control Process. The State may at any time request in writing (each, a “Change Request”) changes to a Statement of Work, including changes to the Services and Implementation Plan (each, a “Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 2.2.

(i) As soon as reasonably practicable, and in any case within 20 Business Days following receipt of a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forth:

(i) a written description of the proposed Changes to any Services or

Deliverables;

(ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services under a Statement of Work;

(iii) any additional State Resources Contractor deems necessary to carry out such Changes; and

(iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change.

(b) Within 30 Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to a Statement of Work to which it relates; and

(c) If the parties fail to enter into a Change Notice within 15 Business Days following the State’s response to a Change Proposal, the State may, in its discretion:

(i) require Contractor to perform the Services under a Statement of Work without the Change;

(ii) require Contractor to continue to negotiate a Change Notice;

(iii) initiate a Dispute Resolution Procedure; or

(iv) notwithstanding any provision to the contrary in a Statement of Work, terminate this Contract under Section 16.2.

(d) No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with a Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice.