240000000036.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

Change Notice Number 5 to

Contract Number MA240000000036

C O

N

TR

AC

TO

R

Lumen Technologies Group

100 CenturyLink Drive

Monroe LA 71203

Tim Briggs

248-884-5869 tim.briggs@lumen.com

CV0001108

ST

AT

E

Pr og ra m

M an ag er

Jennifer Scriver DTMB

(517) 284-9230

ScriverJ@michigan.gov

C on tr ac t Ad m in is tr at or Mecca Martin DTMB

(517) 230-5694

MartinM42@michigan.gov

CONTRACT SUMMARY

Wide Area Network Services

INITIAL EFFECTIVE DATE

August 19, 2024

INITIAL EXPIRATION DATE

June 30, 2029

INITIAL AVAILABLE OPTIONS

10 - 1 Year

EXPIRATION DATE BEFORE

August 18, 2029

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

NA

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

NA

DESCRIPTION OF CHANGE NOTICE

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

CURRENT VALUE

$37,625,563.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$37,625,563.00

DESCRIPTION

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

Effective 6/29/2026, the following amendment to add Starlink satellite-based Gateway-to-Gateway (GW2GW) connectivity is incorporated into this Contract per the attached:

• Statement of Work

• Attachment 1 - Starlink - Acceptable Use Policy

• Attachment 2 - Starlink - Software License & Usage Terms

• Attachment 3 - Lumen Starlink EBAS Pricing

• Attachment 4 - Revised terms – Schedule K - EAS Service Schedule

This change includes the following:

• Scope

• Acceptable Use

• License Change

• Modified Pricing

• Modification of Service Schedule

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval. R916695

Michigan.gov/MiProcurement

Version 2026-1 1 of 5

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

WAN Implementation – Addition of Starlink satellite-based GW2GW connectivity

Period of Coverage:

7/1/26 – 8/18/29 + any Option Years exectued

Requesting Department:

DTMB OCTO Network Services

Date:

06/11/2026

DTMB Contract Program Manager:

Jennifer Scriver

Phone:

517-855-0452

DTMB Project Manager:

Elena Davidova

Phone:

517-643-7875

Brief description of services to be provided:

This Change Notice authorizes the addition of Starlink satellite-based Gateway-to- Gateway (GW2GW) connectivity to the State of Michigan’s Wide Area Netrwork (WAN) contract (MA 240000000036). This solution enables rapid-deployment WAN connectivity for remote State locations where fiber or cabled infrastructure is cost-prohibitive or infeasible.

The immediate priority is supporting DNR sites transitioning off legacy bonded T1 circuits.

BACKGROUND:

DTMB Network Services requires expanded WAN options to support remote or hard-to-serve State locations. Traditional infrastructure has become too costly or unavailable in many outstate areas. The State’s WAN already supports GW2GW connectivity, and this Change Notice adds a satellite-based option to address service gaps. This update is driven by an urgent need to replace legacy bonded T1 transport at DNR locations with modern, resilient connectivity.

PROJECT OBJECTIVE:

The objective of this Change Notice is to expand the WAN service catalog under MA 240000000036 by adding Starlink satellite-based GW2GW transport as an approved connectivity option. This service offers flexible, rapidly deployable connectivity for sites where fiber buildouts or cabled solutions are not feasible.

This amendment enhances the existing WAN project by expanding available GW2GW transport options without altering the core WAN architecture.

Updated Terms and Pricing for Starlink services are included as attachments.

SCOPE OF WORK:

Version 2026-1 2 of 5

Contractor (Lumen/CenturyLink) provide the following GW2GW connectivity capabilities as requested and approved by DTMB OCTO Network Services:

1. Satellite-Based GW2GW Connectivity (Starlink)

• Starlink satellite hardware (dish, router, cabling, related equipment)

• GW2GW integration into the WAN environment

• Satellite service functional as a secure GW2GW WAN connection

2. Use Cases and Deployment

• Immediate deployment of DNR sites replacing bonded T1 circuits with satellite-based GW2GW connections

• Future deployment of additional remote agency sites requiring satellite-based WAN access

3. Installation Services (Optional)

• Onsite installation including site survey, mounting, configuration, and connectivity testing may be provided by the Contractor as requested.

DELIVERABLES:

Deliverables will not be considered complete until the DTMB Program Manager has formally accepted of fully functioning GW2GW connectivity at each site. The Contractor deliverables include as applicable:

1. Installation and activation of Starlink GW2GW connectivity at approved sites

2. Completion of site survey, mounting, alignment, configuration, and testing

3. Operational and stable satellite GW2GW link into the State WAN

4. Updated documentation for site configurations and GW2GW specifics

5. Validation that all services meet WAN technical, performance, and security requirements

ACCEPTANCE CRITERIA:

A deliverable will be considered accepted by the State when:

1. The cellular or satellite service is operational as a GW2GW connection.

2. Connectivity successfully routes traffic through the State WAN.

3. Link quality and stability meet WAN service requirements.

4. Required documentation has been submitted and approved by the State.

PROJECT CONTROL AND REPORTS:

On a weekly basis, the Contractor must maintain project oversight and provide installation and activation status reporting. The Contractor is required to provide periodic status communication throughout the project(s) to ensure visibility into deployment progress.

The contractor will provide the following within their weekly status reports:

1. Required Report Contents Each status update will include:

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a. Installation Progress: Summary of activities completed during the reporting period (e.g., site survey, equipment installation, configuration, testing).

b. Site Status: Identification of sites pending installation, in progress, or completed.

c. Issues and Risks: Any obstacles, delays, or conditions that may impact deployment or acceptance.

d. Connectivity Validation: Confirmation when a site has been activated as a functioning GW2GW satellite connection.

e. Schedule Updates: Any modifications to installation timing or planned sequencing.

2. Communication Expectation The Contractor must promptly notify the DTMB Project Manager of any condition that may affect deployment timelines or the ability to complete installations as scheduled.

SPECIFIC DEPARTMENT STANDARDS: N/A

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

PAYMENT SCHEDULE:

Payment for services under this Change Notice will follow the standard invoicing and payment processes established under MA 240000000036. Only costs directly associated with approved Starlink GW2GW connectivity may be billed at a fixed cost as no Time and Material (T&M) charges are allowable for such services.

See attached Pricing Sheet.

One-Time Charges (OTCs) is billable only after installation has been completed and accepted by the State.

Monthly Recurring Charges (MRCs) apply only after the site is activated and accepted by the State.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc. No travel, lodging, per diem, or incidental expenses are allowable or reimbursable under this Change Notice.

PROJECT CONTACTS:

The designated DTMB Program Manager is:

Jennifer Scriver, Manager DTMB-OCTO-Network Services 517-855-0452

Version 2026-1 4 of 5 scriverj@michigan.gov

The designated DTMB Project Manager is:

Elena Davidova, PMP PMO Supporting CTO, CIP & CSS 517-643-7875 DavidovaE@michigan.gov

AGENCY RESPONSIBILITIES:

The Agency (e.g., Department of Natural Resources (DNR)) will support installation and activation of satellite GW2GW connectivity through:

1. Site Access and Coordination

a. Provide timely access to facilities, secured rooms, and infrastructure

b. Identify onsite personnel for technician escort

2. Local Support for Site Survey

a. Provide staffing for coordination and location-specific requirements (roof access, mounts, etc.)

3. Communication and Scheduling

a. Coordinate installation dates with DTMB and the Contractor to ensure personnel are available for access and support.

b. Notify DTMB Project Manager of any scheduling conflicts, expected site closures, or restricted access times.

4. Issue Reporting

a. Immediately report to DTMB Program and Project Manager any service degradation, physical equipment damage, or loss of connectivity at the site.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Work will be performed onsite as required by installation activities.

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS: N/A

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:scriverj@michigan.gov mailto:DavidovaE@michigan.gov

Version 2026-1 5 of 5

DISCLAIMER

This Statement of Work is hereby made part of and incorporated by reference into that certain Contract Number 240000000036 executed by and between Contractor and the State, the terms of which remain unchanged except as may be expressly provided herein.

ESTIMATED PROJECT SCHEDULE:

DTMB OCTO will work with the Contractor and Agency to validate and accept final project plan and schedule.

Weeks 1–2 after CN execution: Initiation & planning, Equipment order

High-level iterative transition schedule for each site is below. Multiple site migrations can be scheduled in parallel.

• Weeks 1: Site surveys and design

• Weeks 2-3: Installation & configuration

• Week 4: Cutover, Testing, validation, documentation & closeout

ATTACHMENT 1 - ACCEPTABLE USE POLICY

This Acceptable Use Policy (“AUP”) describes the acceptable use by you of Starlink internet services (“Services”) and equipment (“Starlink Kit”). This AUP is a material part of your Services agreement between you and Space Exploration Technologies Corp. (together with its affiliates, “SpaceX”) (the “Service Terms”). This AUP allows SpaceX to provide customers with the best Services possible while also complying with the applicable laws and regulations governing use of the internet. BY USING THE SERVICES YOU AGREE TO

BE BOUND BY AND COMPLY WITH THE AUP.

AUP VIOLATION EXAMPLES. You agree not to do, or attempt to do, any of the following in connection with your use of the Services or Starlink Kit: (1) remotely controlling or piloting any aerial drone or unmanned vehicle, unless otherwise contractually permitted by SpaceX; (2) engaging in any military activity other than for purposes of supporting leisure and quality-of-life programs for military service members approved by SpaceX (“Morale, Welfare and Recreation”); (3) accessing without permission or right the accounts or computer systems of others, spoofing the URL, DNS or IP addresses of SpaceX or any other entity, or penetrating the security measures of SpaceX or any other person’s computer system; (4) transmitting uninvited communications, data or information, or engaging in other similar activities, including without limitation, “spamming”, “flaming”, and DoS attacks; (5) intercepting, interfering with, or redirecting email or other transmissions sent by or to others; (6) introducing viruses, worms, or harmful codes (e.g., Trojan horse); (7) engaging in conduct that is defamatory, fraudulent, obscene, or deceptive; (8) engaging in any conduct that is harmful to the Starlink network or other networks with which SpaceX is interconnected, or that interferes with the integrity or normal operations of the Services, the internet generally, or other internet users; (9) using the Services or Starlink Kit in violation of any SpaceX rule, policy, or guideline provided in the Starlink Customer Portal or on Starlink.com/legal, including failure to comply with all Notice to Mariners (NOTMAR), and to stay clear of the designated hazard areas related to SpaceX rocket launches; (10) using the Services or Starlink Kit in any fashion for the transmission or dissemination of images or other content containing child pornography or nonconsensual explicit material, including, but not limited to, deepfakes; (11) downloading or using the Services or Starlink Kit in violation of International Trade Controls described in the Service Terms; (12) otherwise violating applicable law in any way; or (13) engaging in any conduct that SpaceX, in its discretion, reasonably determines to be a misuse of the Services or Starlink Kit.

THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT. SpaceX respects the intellectual property rights of third parties. You may not store any material or use the Services or Starlink Kit in any manner that constitutes an infringement of third-party intellectual property rights, including, for example and without limitation, under copyright law. Pursuant to Section 512 of the Digital Millennium Copyright Act, it is SpaceX’s policy to terminate the account of repeat copyright infringers in appropriate circumstances.

EXCESSIVE USE OF NETWORK RESOURCES. SpaceX reserves the right to engage in reasonable network management to protect the overall network, including analyzing traffic patterns to optimize Services and preventing the distribution of viruses or other malicious code.

AUP ENFORCEMENT AND NOTICE. Failure to observe the restrictions and guidelines set forth in this AUP may result in SpaceX taking actions that may range from a warning to a suspension or termination of Services. SpaceX reserves the right to act immediately and without notice to restrict, suspend, or terminate Services, if SpaceX determines that your conduct may violate any prohibition stated in this AUP or otherwise presents a risk or harm to SpaceX or its customers. In the event of termination of Services due to a violation of this AUP, you are still responsible for all applicable Starlink Kit and Service charges up to the date of termination. Except as expressly provided herein, the rights and remedies of SpaceX are cumulative and not exclusive of any rights or remedies that SpaceX may otherwise have at law or in equity.

REVISIONS AND RESERVATION OF RIGHTS. SpaceX reserves all rights, including the right to revise, amend or modify this AUP and any other SpaceX policy at any time, in accordance with the Service Terms. Such changes will become effective on the date SpaceX sends them to you or posts them to starlink.com/legal. Your continued use of the Services will constitute your acceptance of any such changes to this AUP or any other SpaceX policy. If you do not wish to continue Services after a change, you may terminate Services via the Starlink Customer Portal at any time, in accordance with the Service Terms.

ATTACHMENT 2 - SOFTWARE LICENSE & USAGE

TERMS

SpaceX and Starlink reserves all intellectual property rights in its Services and Starlink Kit, including, but not limited to, any firmware or software embedded in the equipment (“Starlink Kit”) or used to provide the Services ("Software"). Starlink grants to you a non-exclusive, non-transferable license to use the Software in object code form only (without making any modification thereto) (“License”), solely in connection with the use of the Starlink Kit in connection with the Services and subject to the conditions and limitations of this License. You shall not take any action nor allow anyone else to take any action that will reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code from the binary code of the Software.

Certain components of such Software (“Open Source Components”) may be covered by so-called “open source” software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses. See.License.Notices. To the extent required by the licenses covering third party Open Source Components, the terms of such licenses will apply to such Open Source Components instead of the terms of this License. To the extent the terms of the licenses applicable to third party Open Source Components prohibit any of the restrictions in this License with respect to such Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of the licenses applicable to third party Open Source Components require SpaceX to make an offer to provide source code or related information in connection with the Open Source Components, such offer is hereby made. You may request access to the code for our Open Source Components through your Starlink account.

https://api.starlink.com/public-files/Starlink-Open-Source-Components-License-Notices.pdf

Plan Month to Month

MRC

Term MRC

50GB 115.00$ 88.00$

500GB 280.00$ 250.00$

1TB 490.00$ 400.00$

2TB 900.00$ 750.00$

6TB 2,565.00$ 2,150.00$

Kits NRC MRC 12 mo MRC 24 mo MRC 36 mo MRC 60 mo Gen 3 Performance 2,350.00$ 206.60$ 108.44$ 75.83$ 49.93$ Starlink Mini* 600.00$ 53.00$ 28.00$ 20.00$ 13.00$

NRC NRC

172.00$ 35.00$

32.00$ 27.00$ 60.00$ 33.00$

167.00$ 55.00$ 48.00$

Item NRC MRC 12 mo MRC 24 mo MRC 36 mo MRC 60 mo Lumen Installation 3,000.00$ 263.75$ 138.43$ 96.80$ 63.74$

Item Site Dispatch (Day 2) General dispatch fee

US & Canada Priority Site Plans Starlink Service Plans

Monthly Recurring Charge (MRC)

Starlink Equipment Non-Recurring Cost (NRC) Option - Installment Monthly NRC

Non-Recurring Cost (NRC) Starlink Mini - Self Installation Accessories

Lumen Installation Non-Recurring Cost (NRC) Option - Installment Monthly NRC

Performance 50M Cable (Gen 3)

Gen 3 Performance - Self Installation Accessories

Starlink Mini Pipe Adapter and Flat Mount Starlink Mini Mobility Mount Starlink Mini Rook Rack Mount Starlink Mini Car Adapter

Non-Recurring Cost (NRC) Item

Roof Mount / Non Penetrating Mat Pad / Non Penetrating Roof Mount Performance Pipe Adapter (Gen 3)

Site Dispatch (Day 2) Non-Recurring Cost (NRC)

*Lumen Installation is not available for Starlink Mini's. Self-Installation required when selecting Starlink Mini.

Starlink Mini Router

Item

NRC

ICB (Individual Case Basis)

(1) Data plan per Starlink Kit. NOTE: All data plans are fixed; No usage overages (i.e, Opt In) available.

Customer can opt for self-installation of Starlink. Self-Installation required when selecting Starlink Mini.

Equipment and Installation can be amortized.

Lumen provided Installation (optional) includes site survey, installation, and standard mounting kit.

ATTACHMENT 3 - STARLINK EBAS PRICING

ATTACHMENT 4 – REVISION OF SCHEDULE K

- LUMEN ENTERPRISE ACCESS SERVICES –

SERVICE SCHEDULE

The LUMEN ENTERPRISE ACCESS SERVICES – Service Schedule, as set forth in Schedule K

– LUMEN ENTERPRISE SERVICE SCHEDULE, is hereby modified as follows:

Section 2.1 is removed in its entirety and replaced as follows:

2.1 Broadband Internet Access (“BIA”). BIA includes (a) third-party provided unsecured local internet broadband service, satellite internet service, or low earth orbiting satellite (“LEO”) service and (b) a Lumen provided modem or kit. If BIA Service is local internet broadband service, 24x7 monitoring and management of the local internet broadband service and On-Site Installation are also included. Lumen or its third-party provider will monitor the Gateway IP of the modem provided with the third-party internet broadband service for up/down status. Service does not include performance monitoring. Lumen or its third-party provider will not monitor for packet loss, latency, or jitter. Monitoring and management are not available for satellite service, LEO service, or if Customer orders local internet broadband service with DHCP. If BIA is paired with a separately purchased Lumen provided management service, the management and monitoring will be provided through the Lumen provided management service not BIA. In some scenarios, Lumen may use an aggregator to procure service from a third-party broadband carrier and provision service to Customer. BIA may appear as Lumen IQ Delta Port Internet Connection on ordering, invoicing, or other documentation.

The following Sections are hereby added and incorporated into the Service Schedule:

3.13 Additional Terms for LEO Satellite Service. The following additional terms apply to LEO service:

3.13.1 Third Party Provider Terms. Customer agrees to all applicable terms and conditions set forth by the third-party provider including any applicable end-user license agreement or policies. Specifically, Customer agrees to the non-negotiable, online Software License and Usage terms and conditions and Acceptable Use Policy as attached and included in Change Notice 5 as Attachments 1 and 2 respectively.

3.13.2 Equipment Replacement. If Lumen determines that the Equipment provided needs replacement and is under warranty, Lumen will follow Starlink's warranty standards to determine if the replacement is covered by the warranty. If the replacement is covered by the Starlink warranty, Lumen will use commercially reasonable efforts to ship replacement equipment within two business days if Customer notifies Lumen by 12:00 pm in the time zone where the affected Equipment is located.

3.13.3 Equipment Return. Upon termination or expiration of the Service Term, Customer will purchase the Equipment outright for $1.00 on an “as-is and where-is” basis, with no representations or warranties of any kind, including no warranties of merchantability or fitness for a particular purpose or representation that any software license associated with the Equipment is transferrable to Customer. Upon invoicing, title for the Equipment immediately transfers to Customer. Customer will become owner of the Equipment and bear all responsibility for the Equipment, and, as such, agrees to release Lumen from all and any liability relating in any way to the Equipment. Upon Customer’s ownership of the Equipment, Customer will be responsible for purchasing or providing any separate maintenance and any software licenses for the Equipment. Customer also becomes responsible for proper disposal of the Equipment.

3.13.4 Use on Moving Vehicle or Vessel. CUSTOMER IS PROHIBITED FROM INSTALLING OR

USING EQUIPMENT ON A MOVING VEHICLE OR VESSEL UNLESS STARLINK HAS

DESIGNATED YOUR SPECIFIC KIT MODEL AND/OR MOUNT FOR IN-MOTION USE AND HAS

OBTAINED ALL REQUIRED IN-MOTION APPROVALS IN THE COUNTRY OF USE.

NOTWITHSTANDING THE FOREGOING, USE OR INSTALLATION OF EQUIPMENT ON AN

AIRCRAFT OF ANY KIND IS PROHIBITED IN ALL CASES. SERVICES IN-MOTION ON AN

AIRCRAFT VEHICLE OR VESSEL (E.G., CARS, VANS, RVS, BOATS) VIA AN UNAUTHORIZED KIT OR COUNTRY IS PROHIBITED. Visit https://www.starlink.com/specifications for a description of the Starlink Kit models designated for in-motion use. Customer must take proper precautions if installing the Equipment to be used on a moving vehicle or vessel.

Customer is responsible for ensuring that the antenna mount is installed on a structurally sound, horizontal surface. Customer acknowledges that Equipment falling into the road or off a vessel due to poor installation practices can cause serious accidents resulting in bodily injury. Customer will not mount Equipment on any vehicle or vessel if it is not stable, or if it cannot be properly secured and used with the proper mount. Customer is solely responsible for understanding and complying with all applicable laws and regulations associated with use of the service and Equipment in-motion, obtaining required authorizations where necessary, and ceasing the use of the services or Equipment where necessary based on the Equipment’s geographical location.

3.13.5 - RESERVED

3.13.6 - RESERVED

3.13.7 Starlink services are subject to the following terms: 1) Reasonable effort service; 2) No SLAs; 3) Service is not monitored; 4) Lumen manages Starlink portal; 5) Service cannot be affixed to a moving vehicle or vessel; 5) Service pricing and usage restrictions are subject to change; and 6) No technology refresh.

https://www.starlink.com/specifications

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

CONTRACT CHANGE NOTICE

Change Notice Number 4 to Contract Number MA240000000036

C O

N

TR

A C

TO

R

Lumen Technologies Group

100 CenturyLink Drive

Monroe LA 71203

Tim Briggs

248-884-5869 tim.briggs@lumen.com

CV0001108

ST

A

TE

Pr og ra m

M an ag er

Jennifer Scriver DTMB

(517) 284-9230

ScriverJ@michigan.gov

C on tr ac t A dm in is tr at or Mecca Martin DTMB

(517) 230-5694

MartinM42@michigan.gov

CONTRACT SUMMARY

Wide Area Network Services

INITIAL EFFECTIVE DATE

August 19, 2024

INITIAL EXPIRATION DATE

June 30, 2029

INITIAL AVAILABLE OPTIONS

10 - 1 Year

EXPIRATION DATE

BEFORE

August 18, 2029

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

NA

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

NA

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

0 Years

REVISED EXP. DATE

CURRENT VALUE

$37,625,563.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$37,625,563.00

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

Effective 2/10/2026, the following sections of the Contract are being amended per the attached:

4.6 Key Personnel•

SCHEDULE A – ATTACHMENT 5 – PROJECT PLAN – DATES•

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval. OMR# R885564

4.6. Key Personnel

The Contractor appoints the individuals below who will be directly responsible for the day-to-day operations of the Contract (“Key Personnel”). Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquiries within 24 hours.

The Contractor’s Key Personnel are identified below:

1.

Name

2.

Years of

Experience in Current

Classification

3.

Role(s) /

Responsibilities

4.

Direct /

Subcontract/ Contract

5.

% of Work Time

6.

Physical Location

Tim Briggs

28 Main point of contact for State of Michigan

Direct 80% Lansing, MI

Matt Kelly 35 Second Point of contact

Direct 80% Lansing, MI

Shelly Frates

7+ Service Consultant Direct 30% Titusville, Florida

Darrin Dickerson

10+ Customer Care Manager II

Direct 20% Colorado

Karrie Evans

7 Sr. Customer Engagement Associate

Direct 20% Missouri

Matthew Taylor

6 Sr. Operations Service Manager

Direct 20% Lexington, VA

Megan Nocjar

5.5 Senior Lead Project

Manager

Direct 40% Saco, ME

Phases

Planned Start date of Migration TimeLine

Planned End Date of Migration Timeline

In Scope Sites Per Phase

Goal:Increase Velocity of Completed sites per day

3 sites per day - Velocity of sites completed for MPLS Migrations 1-2 sites per day - Velocity of sites completed for GW-to-GW Migrations

0 3/18/2025 5/19/2025 13

0.5 6/24/2025 7/3/2025 8

1 6/17/2025 8/8/2025 37 2 8/11/2025 9/12/2025 34 3 9/15/2025 10/10/2025 51 4 10/7/2025 11/14/2025 41 3 sites completed per day 5 11/6/2025 12/24/2025 33 3 sites completed per day 6 12/18/25 01/31/25 33 3 sites completed per day 7 02/02/25 03/05/26 50 3 sites completed per day

20-GW-to-GW 02/02/26 03/05/26 49 1-2 Sites completed per day 21-MSP Restricted Feb 26' May 26' 27 MLAN Team to Complete Installs

8 03/02/26 04/02/26 40 3 sites completed per day 22-GW-to-GW 03/02/26 04/02/26 41 1-2 Sites completed per day

9 04/02/26 04/30/26 49 3 sites completed per day 23-GW-to-GW 04/02/26 04/30/26 36 1-2 Sites completed per day

10 05/04/26 06/04/26 45 3 sites completed per day 24-GW-to-GW 05/04/26 06/04/26 21 1-2 Sites completed per day

11 06/04/26 07/09/26 31 3 sites completed per day 25-GW-to-GW 06/04/26 07/09/26 23 1-2 Sites completed per day 26-GW-to-GW 07/01/26 07/31/26 33 1-2 Sites completed per day

12 07/01/26 07/31/26 Use for Site Revisit locations 13 08/03/26 08/31/26 Use for Site Revisit locations 14 09/01/26 09/30/26 Use for Site Revisit locations

Total 695

State of Michigan WAN Project Plan Schedule

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

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Wide Area Network Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

August 19, 2024 June 30, 2029 10 - 1 Year August 18, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

NA

P-Card Direct Voucher (PRC) Other Yes No

100 CenturyLink Drive

Monroe LA 71203

Tim Briggs

248-884-5869 tim.briggs@lumen.com

CV0001108

Lumen Technologies Group

C O

N

TR

A C

TO

R

(517) 284-9230

ScriverJ@michigan.gov

Mecca Martin

(517) 230-5694

DTMB

Jennifer Scriver DTMB

MartinM42@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

NANet 45

Change Notice Number 3

Contract Number MA240000000036 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

$37,625,563.00 $0.00 $37,625,563.00

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA240000000036

FOR THE CONTRACTOR:

Lumen Technologies Group Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

DESCRIPTION

Effective 9/22/2025, Schedule L - STATE OF MICHIGAN PREVAILING WAGE ADDENDUM AND WAGE SCHEDULES Link to Prevailing Wage Rate Schedules has changed to: LEO - Prevailing Wage;

https://www.michigan.gov/leo/bureaus-agencies/ber/wage-and-hour/prevailing-wage.

The Contractor Project Manager has changed to Rupert Hill: rupert.hill@lumen.com

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval. OMR #R807530 https://www.michigan.gov/leo/bureaus-agencies/ber/wage-and-hour/prevailing-wage

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

Wide Area Network Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

August 19, 2024 June 30, 2029 10 - 1 Year August 18, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

NA

P-Card Direct Voucher (PRC) Other Yes No

100 CenturyLink Drive

Monroe LA 71203

Tim Briggs

248-884-5869 tim.briggs@lumen.com

CV0001108

Lumen Technologies Group

C O

N

TR

A C

TO

R

Mecca Martin

(517) 230-5694

DTMB

Various DTMB

MartinM42@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

NANet 45

Change Notice Number 2

Contract Number MA240000000036 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

$37,625,563.00 $0.00 $37,625,563.00

Please note the Contractor Program Manager has been changed to:

Rupert Hill rupert.hill@lumen.com R826904

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

AGENCY NAME PHONE EMAIL

DTMB Jay Salmon 517-243-9653 SalmonJ@michigan.gov

DTMB Jennifer Scriver 517-284-9230 ScriverJ@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA240000000036

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SCHEDULE L

STATE OF MICHIGAN PREVAILING WAGE ADDENDUM

AND WAGE SCHEDULES

State Prevailing Wages - The following provisions apply when 2023 PA 10, as amended, MCL 408.1101 et seq.

applies:

Prevailing Wage and Fringe Benefits--The rates of wages and fringe benefits to be paid to each class of Construction Mechanic by Contractor and Subcontractors must not be less than the wage and fringe benefit rates prevailing in the locality in which the work is performed.

Nondiscrimination, Nonretaliation- Contractor or a Subcontractor shall not discharge, discipline, retaliate against, or otherwise discriminate against a Construction Mechanic, or threaten to do any of these things, because the Construction Mechanic reported or was about to report a violation or suspected violation of the act.

Construction Mechanics under this Contract are intended beneficiaries of the contractual prevailing wage, fringe benefit, and nondiscrimination nonretaliation requirements of the Contract. Any such Construction Mechanic aggrieved by failure of a contractor or subcontractor to pay prevailing wages or benefits as specified in the Contract, or by violation of section 7 of 2023 PA 10, in addition to any other remedies provided by law, may bring an action in a court of competent jurisdiction against such contractor or subcontractor for damages or injunctive relief and may be awarded reinstatement or other appropriate relief, and all damages sustained, together with actual costs and attorney fees at trial and on appeal.

Contractor and Subcontractors shall keep posted on the construction site, in a conspicuous place, a copy of all prevailing wage and fringe benefit rates prescribed in this Contract and shall keep an accurate record showing the name and occupation of and the actual wages and benefits paid to each Construction Mechanic employed by it in connection with the Contract. This record shall be available for reasonable inspection by the State.

Contractor must immediately notify the State’s Contracting Agent if Contractor’s state project registration or a Subcontractor’s state project registration is no longer valid (i.e. suspended, revoked or not renewed) at any time during the term of the Contract.

The Contractors and its subcontractors shall maintain and keep, in accordance with generally accepted accounting principles, records pertaining to the bidding, award and performance of the Work, including, but not limited to certified payroll, employment records and all data used in estimating the Contractor’s prices for the Bid, Change Order, proposal or claim. The State or its representative shall have access to those records, shall have the right to interview the Contractor’s employees and shall be provided with appropriate facilities for the purpose of inspection, audit/review and copying for five years after final payment, termination, or date of final resolution of any dispute, litigation, audit exception or appeal. The payroll and other employment records of workers assigned to the site shall contain the name and address of each worker, correct wage classification, rate of pay, daily and weekly number of hours worked, deduction made, and actual wages paid. The Contractor shall maintain records that show:

(a) the anticipated costs or actual costs incurred in providing such benefits.

(b) that commitment to provide such benefits is enforceable, and

(c) that commitment to provide such benefits is enforceable, and that the plan or program is financially responsible and has been communicated in writing to the workers affected.

The Prevailing Wage Schedules as required by 2023 PA 10, as amended, MCL 408.1101 et seq. are incorporated into this Contract and can be accessed at: DTMB - Prevailing Wage Rate Schedules. The applicable prevailing wage schedules for this Contract are dated: 1-13-2025 to 4-13-2025.

https://www.michigan.gov/dtmb/procurement/contractconnect/programs-and-policies/policies/prevailing-wage-rate-schedules

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000000036 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Lumen Technologies Group

ST

A

TE

Pr og ra m

M an ag er

Meghan Penny DTMB

100 CenturyLink Drive 517-282-1272

Monroe, LA 71203 pennym2@michigan.gov

Tim Briggs

C on tra ct

Ad m in is tra to r

Lauren Stempek DTMB

248-884-5869 517-243-4008 tim.briggs@lumen.com stempekl@michigan.gov

CV0001188

CONTRACT SUMMARY

DESCRIPTION: Wide Area Network

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

8/19/2024 8/18/2029 10, 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

This Contract was awarded from RFP 230000001123. OMR # R545490.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $37,625,563.00

STANDARD CONTRACT TERMS AND

CONDITIONS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Lumen Technologies Group (“Contractor”), a Delaware limited liability corporation.

This Contract is effective on August 19, 2024 (“Effective Date”), and unless terminated, expires on August 18, 2029.

This Contract may be renewed for up to 10 additional 1-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Change Notice.

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (i) comply with all State physical and IT security policies and standards which will be made available upon request; and (j) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

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

3. Contract Administrator. The Contract Administrator, or the individual duly authorized for each party, is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in Schedule A – Statement of Work) if, in the opinion of the State with Contractor’s concurrence, it will ensure performance of the Contract.

6. Insurance Requirements.

See Schedule C.

7. Administrative Fee and Reporting. Contractor must pay an administrative fee of 1% on all payments made to Contractor under the Contract including transactions with the State (including its departments, divisions, agencies, offices, and commissions), MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made online by check or credit card at:

https://www.thepayplace.com/mi/dtmb/adminfee

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to MiDeal@michigan.gov.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.

8. Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal.

Upon written agreement between the State and Contractor, this contract may also be extended to: (a) other states (including governmental subdivisions and authorized entities) and (b) State of Michigan employees.

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms. The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.

9. Relationship of the Parties. The relationship between the parties is that of independent contractors. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

10. Intellectual Property Rights. If Schedule A, Statement of Work, requires Contractor to create any intellectual property, Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein. Notwithstanding the above, nothing in the Contract or the performance thereof will convey, license, or otherwise transfer any right, title, or interest in any intellectual property or other proprietary rights, including but not limited to, derivative intellectual property and know-how created with respect to pre-existing intellectual property of Contractor, created prior to the execution of this Contract. Contractor does grant State a perpetual and irrevocable license throughout the universe for the use of any such pre-existing intellectual property of Contractor, excluding third-party Original Equipment Manufacturer (“OEM”) intellectual property subject to OEM licensing terms, that may have been incorporated into or otherwise made part of the Contract Activities for all purposes intended, under the terms of this Contract.

11. Contract Activities including Software. If Contractor is providing Contract Activities that require the use of Contractor Software, the following terms apply:

a. License Grant by Contractor: Contractor hereby grants to the State, exercisable by and through its Authorized Users, a nonexclusive, royalty-free, irrevocable right and license during the Term and such additional periods, if any, as Contractor is required to provide Contract Activities under this Contract or any https://www.thepayplace.com/mi/dtmb/adminfee https://www.thepayplace.com/mi/dtmb/adminfee http://www.michigan.gov/mideal http://www.michigan.gov/mideal

Statement of Work, to: (a) access and use the Software, including in operation with other software, hardware, systems, networks and services, for the State’s business purposes, including for processing State Data; (b) generate, print, copy, upload, download, store and otherwise process all GUI, audio, visual, digital and other output, displays and other content as may result from any access to or use of the Software; (c) prepare, reproduce, print, download and use a reasonable number of copies of the Documentation for any use of the Software under this Contract; and (d) access and use the Software for all such non-production uses and applications as may be necessary or useful for the effective use of the Contract Activities hereunder, including for purposes of analysis, development, configuration, integration, testing, training, maintenance, support and repair, which access and use will be without charge and not included for any purpose in any calculation of the State’s or its Authorized Users’ use of the Software, including for purposes of assessing any Fees or other consideration payable to Contractor or determining any excess use of the Software as described below.

b. License Restrictions on the State. The State will not: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Software available to any third party, except as expressly permitted by this Contract or in any Statement of Work; or (b) use or authorize the use of the Software or Documentation in any manner or for any purpose that is unlawful under applicable law.

c. Use by the State. The State will pay Contractor the corresponding Fees set forth in a Statement of Work or Pricing Schedule for all Authorized Users access and use of the Software. Such Fees will be Contractor’s sole and exclusive remedy for use of the Software, including any excess use.

d. Certification by the State to the Contractor, if applicable. To the extent that a License granted to the State is not unlimited, Contractor may request written certification from the State regarding use of the Software for the sole purpose of verifying compliance with the Contract. Such written certification may occur no more than once in any 24 month period during the Term of the Contract. The State will to respond to any such request within 45 calendar days of receipt. If the State’s use is greater than contracted, Contractor may invoice the State for any unlicensed use (and related support) pursuant to the terms of this Contract at the rates set forth in Schedule B, and the unpaid license and support fees shall be payable in accordance with the terms of the Contract. Payment under this provision shall be Contractor’s sole and exclusive remedy to cure these issues.

e. Definitions.

(1) “Software” means Contractor’s software as set forth in a Statement of Work, provided to the State that is necessary for use of the Contract Activities.

(2) “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 or Contract Activities.

(3) “Authorized Users” means all persons authorized by the State to access and use the Software or Contract Activities under this Contract.

12. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor;

and (c) incorporate the terms and…