240000000181.pdf

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

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

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Child Support Mobile App

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

April 23, 2024 April 22, 2029 5 - 12 Months April 22, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

925 S. Capital of Texas Highway Suite B-110

Austin TX 78746

Patricia Donaldson

512-692-6817 patricia.donaldson@diona.com

VS0236573

Diona (US) Inc

C O

N

TR

A C

TO

R

Robin Lampert

517-582-2746

DTMB

Various Various

LampertR1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 2

Contract Number MA240000000181 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

$2,892,763.00 $392,000.00 $3,284,763.00

DESCRIPTION

Effective July 31, 2025, the following amendments are incorporated into this Contract per attached Statement of work.

Improvements to the public user interface• Redesigned interfaces to work with other new systems• Additional funds ($392,000) for the improvements•

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on July 29, 2025.

AGENCY NAME PHONE EMAIL

MDHHS Pratin Trivedi 517-930-5871 TrivediP@michigan.gov

DTMB Duane Kerkstra 248-660-0132 kerkstrad@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA240000000181

Michigan.gov/MiProcurement

CN 02 - 240000000181 Diona - Child Support Mobile App 1 of 4

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Child Support Mobile App

Period of Coverage:

July 1, 2025 – January 31, 2026

Requesting Department:

MDHHS

Date:

04-21-2025

Agency Program Manager:

Pratin Trivedi

Phone:

517-334-6560

DTMB Program Manager:

Duane Kerkstra

Phone:

248-660-0132

Brief description of services to be provided:

BACKGROUND:

The Contractor has been engaged to provide a State Hosted mobile app that provides self-service features for child support citizens – Custodial Parties and Non-Custodial Parties.

The Child Support Mobile App contract terms included an implementation phase to include a maximum of three release cycles to occur within a 12-month timeframe from the end of the Planning phase. The implementation phase was to end in June of 2025. The implementation phase is now extended by 7 months to end on January 31, 2026.

As more information was discovered and available during the planning phase and experience with the first and second releases, an additional period of 7 months is needed to implement the remaining requirements. There was increased effort for the integration with MiLogin that resulted in a schedule extension for the first Mobile App release. The additional design and integration efforts were required to ensure a seamless login experience for users of the current MiChildSupport portal and the Mobile App. Also, the Mobile App did not have an approved Authority to Operate (ATO) to go-live with the first planned release until later than planned, contributing further to the delay.

In addition, the MiChildSupport portal Application Programming Interface (APIs) being concurrently developed under a separate User Interface (UI) upgrade project, required significant re-design, additional effort, and elapsed time. This was necessary to support a mobile optimized user experience while maintaining the efficient functioning of both, the existing MiChildSupport self-service portal, and the mobile app.

SCOPE OF WORK:

Analysis, discussion, design, and review of approach to implementing the existing requirements has led to the redesign of planned APIs for better user experience. There are no specific changes to scope or updates to existing requirements. The Contractor will continue to assist the State with the same tasks and design support as in the original contract.

CN 02 - 240000000181 Diona - Child Support Mobile App 2 of 4

TASKS:

Technical support is required to assist with the following tasks:

• The Contractor will continue providing analysis, design, and implementation support per the original contract for the term.

DELIVERABLES:

Deliverables will not be considered complete until the Agency Program Manager has formally accepted them. Deliverables for this project include as described in the payment schedule below.

PROJECT PLAN:

Key milestones based upon mutually agreed upon detail project plan provided below.

Release 2 Milestones

Mobile App Configuration Completion 2/7/25

Mobile App Integration Completion 3/7/25

Mobile App Testing Completion 4/25/25

Mobile App Release 2 Go Live 5/19/25

Release 3 Milestones

Mobile App Configuration Completion 8/11/25

Mobile App Integration Completion 9/12/25

Mobile App Testing Completion 12/10/25

Mobile App Release 2 Go Live 1/12/26

ACCEPTANCE CRITERIA:

Remains the same as the original contract

SPECIFIC DEPARTMENT STANDARDS:

Agency standards, if any, in addition to DTMB standards. No additional standards are included with this Change Notice.

CN 02 - 240000000181 Diona - Child Support Mobile App 3 of 4

PAYMENT SCHEDULE:

The only payment terms affected by this Change Notice are the Implementation Fees and the timing of the post-production warranty period. All other payment terms and conditions remain the same as in the original contract.

1. Implementation Fees. All costs associated with Implementation Services as described in Schedule A – Statement of Work are included below (e.g., configuration, integration, testing, etc.) (the “Implementation Fees”). All costs are firm fixed.

Phase Payment Milestone / Deliverable Schedule Fee

Planning Requirement Validation Document

Contract Execution + 6 weeks

$50,000

Planning Release Plan Contract Execution + 6 weeks

$50,000

Project Management

Project Workplan Contract Execution + 8 weeks

$47,000

Technical Architecture

System Architecture Design Contract Execution + 8 weeks

$47,000

Payment for Release activities will be monthly payments per month for the initial 12-month release time period.

Beginning Contract Execution + 10 weeks

$98,000 per month

Deployment Final Updated Operations Manual

Contract Execution + 6 weeks + 18 months

$45,000

Project Completion

Project Complete Contract Execution + 6 weeks + 19 months + 90 days

$150,000

Initial Implementation Fees $1,565,000 Phase 3 Release per this Change Notice Release Activities (vendor has waived) July 2025 $0 Release Activities August 2025 $98,000 Release Activities September 2025 $98,000 Release Activities (vendor has waived) October 2025 $0 Release Activities November 2025 $98,000 Release Activities December 2025 $98,000 Release Activities (vendor has waived) January 2026 $0

Release 3 Sub-Total $392,000 Grand Total $1,957,000

CN 02 - 240000000181 Diona - Child Support Mobile App 4 of 4

EXPENSES:

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

The parties acknowledge that the System data and details in this change notice is supplementary to the original contract. All other terms and conditions remain the same as in the original contract.

PROJECT CONTACTS:

The designated Agency Program Manager is:

Pratin Trivedi 517-334-6560 trivedip@michigan.gov

The designated DTMB Program Manager is:

Duane Kerkstra 248-660-0132 kerkstrad@michigan.gov mailto:trivedip@michigan.gov mailto:kerkstrad@michigan.gov

STATE OF MICHIGAN

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

Child Support Mobile App

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

April 23, 2024 April 22, 2029 5 - 12 Months April 22, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

925 S. Capital of Texas Highway Suite B-110

Austin TX 78746

Patricia Donaldson

512-692-6817 patricia.donaldson@diona.com

VS0236573

Diona (US) Inc.

C O

N

TR

A C

TO

R

Robin Lampert

517-582-2746

DTMB

Various Various

LampertR1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 1

Contract Number MA240000000181 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

$2,764,567.00 $128,196.00 $2,892,763.00

DESCRIPTION

Effective April 23, 2024, this notice corrects the contract amount on the original posting to the amount approved by the State Administrative Board by adding the difference of $128,196.00.

Please note the DTMB Program Manager has changed from Dave Fox to Duane Kerkstra.

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

MDHHS Pratin Trivedi 517-930-5871 TrivediP@michigan.gov

DTMB Duane Kerkstra 248-660-0132 kerkstrad@michigan.gov

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. MA240000000181

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000000181 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Diona (US) Inc.

ST

A

TE

Pr og ra m

M an ag er Various

925 S. Capital Of Texas Highway Suite B-110

Austin, Texas 78746

Patricia Donaldson C on tra ct

Ad m in is tra to r Robin Lampert DTMB

512-692-6817 517-582-2746

Patricia.donaldson@diona.com Lampertr1@michigan.gov

VS0236573

CONTRACT SUMMARY

DESCRIPTION: Child Support Mobile App

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

April 23, 2024 April 22, 2029 5, 1-Year April 22, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Payment Request (PRC) Other Yes X No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

This Contract is awarded on the basis of the State’s inquiry bearing the solicitation number ITN# 220000000067. Orders for delivery will be issued directly by the Departments through the issuance of a Delivery Order (DOIT1).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $2,764,567.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, & Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT NO. 240000000181

Program Managers For

Agency Name Phone Email

DHHS Pratin Trivedi (517) 930-5871 trivedip@michigan.gov

DTMB Dave Fox (517) 030-0972 foxd@michigan.gov

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

SOFTWARE CONTRACT TERMS AND

CONDITIONS

These Terms and Conditions, together with all Schedules (including the Statement(s) of Work), Exhibits and any other applicable attachments or addenda (Collectively this “Contract”) are agreed to between the State of Michigan (the “State”) and Diona (US) Inc.

(“Contractor”), A DELAWARE CORPORATION. This Contract is effective on April 23, 2024 (“Effective Date”), and unless terminated, will expire on April 22, 2029 (the “Term”).

This Contract may be renewed for up to five (5) additional one (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 a 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 18.2.

“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 the 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, subject to the maximum number of users specified in the applicable Statement of Work provided that such Persons are employed by or engaged by the State to perform the role and functions of the State.

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

“Business Requirements Specification” means the initial specification setting forth the State’s business requirements regarding the features and functionality of the Software, as set forth in a Statement of Work.

“Change” has the meaning set forth in Section 2.2.

“Change Notice” has the meaning set forth in Section 2.2(b).

“Change Proposal” has the meaning set forth in Section 2.2(a).

“Change Request” has the meaning set forth in Section 2.2.

“Confidential Information” has the meaning set forth in Section 22.1.

“Configuration” means State-specific changes made to the Diona COTS Product 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 or subsequent Change Notices.

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

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

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

“Contractor Project Manager” means the individual appointed by the Contractor and identified in Schedule A or subsequent Change Notices 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.

“Contractor’s Bid Response” means Contractor’s response to a solicitation from the State, including without limitation a response to a Request for Information (RFI) or an Invitation to Negotiate (ITN).

“Customization” means State-specific changes to the Diona COTS Product’s underlying Source Code or structural data model changes.

“Deliverables” means the Software, and all other documents and other materials that the 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.

“Diona COTS Product” means the Diona commercial off the shelf product (together with any Maintenance Releases or New Versions provided to the State) known as Diona Child Support, which includes the Diona Configuration Manager, that has not been subject to any Configurations or Customizations.

“Diona COTS Product Support” means software maintenance and support for the State’s active Diona COTS Product Subscription as defined under Schedule H – Diona COTS Product Support.

“Disaster Recovery Plan” refers to the set(s) of documents, instructions, and procedures which enable the Contractor to respond to accidents, disasters, emergencies, or threats without any stoppage or hindrance in its key operations and to the actions the Contractor takes to meet the Recovery Point and Recovery Time Objectives.

“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 Diona COTS Product.

“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 23.1.

“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 21.1.

“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 Diona COTS Product, including any updated Documentation, that the 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 Diona COTS Product.

“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 Diona COTS Product, 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 the 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 2.1 Level AA.

“Permitted Subcontractor” means any third party hired by the 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, the 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 the Diona COTS Product with any Customizations or Configurations made by or for the State, and all copies of the foregoing permitted under this Contract, also referred to as the DHHS Child Support Mobile App.

“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, ITN 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 21.1.

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

“State Materials” means all materials and information, including but not limited to documents, data, know-how, ideas, methodologies, specifications, software, content and technology, in any form or media, directly or indirectly provided or made available to the 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 or subsequent Change Notices.

“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 15.

“Support Services” means the software maintenance and support services for the Software that the Contractor is required to or otherwise does provide to the State under Schedule D - 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(c).

“Transition Period” has the meaning set forth in Section 16.3.

“Transition Responsibilities” has the meaning set forth in Section 16.3.

“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 2.1 Level AA” means level AA of the World Wide Web Consortium Web Content Accessibility Guidelines version 2.1.

“Work Product” means all State-specific deliverables that the Contractor is required to, or otherwise does, provide to the State under this Contract including but not limited to Customizations, application programming interfaces, computer scripts, macros, user interfaces, reports, project management documents, forms, templates, and other State-specific documents and related materials together with all ideas, concepts, processes, and methodologies developed in connection with this Contract whether or not embodied in this Contract but, at all times, excluding Diona COTS Product.

2. Duties of Contractor. The Contractor will provide Services and Deliverables pursuant to Statement(s) of Work entered into under this Contract. The 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 16. The Contractor acknowledges that time is of the essence with respect to the Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work is strictly required.

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.

(a) As soon as reasonably practicable, and in any case within 20 Business Days following receipt of a Change Request, the 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 the 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 the 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 the Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, the 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 the Contractor to perform the Services under a Statement of Work without the Change;

(ii) require the 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 16.1.

(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, the Contractor must continue to perform its obligations in accordance with a Statement of Work pending negotiation and execution of a Change Notice. The 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. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice.

(e) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for the Contractor to fulfill its associated warranty requirements and its Support Services under this Contract.

(f) The Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by the Contractor.

2.3 Contractor Personnel.

(a) The Contractor is solely responsible for all Contractor Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

(b) Prior to any Contractor Personnel performing any Services, the Contractor will:

(i) ensure that such Contractor Personnel have the legal right to work in the United States;

(ii) upon request, require such Contractor Personnel to execute written agreements, in form and substance acceptable to the State, that bind such Contractor Personnel to confidentiality provisions that are at least as protective of the State’s information (including all Confidential Information) as those contained in this Contract; and

(iii) upon request, or as specified in a Statement of Work, perform background checks on all Contractor Personnel prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. The Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks. Pursuant to Michigan law, all agencies subject to IRS Pub.

1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including the Contractor and subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018.

(c) The Contractor and all Contractor Personnel will comply with all rules, regulations, and policies of the State that are communicated to the Contractor in writing, including security procedures concerning systems and data and remote access, building security procedures, including the restriction of access by the State to certain areas of its premises or systems, and general health and safety practices and procedures.

(d) The State reserves the right to require the removal of any Contractor Personnel found, in the judgment of the State, to be unacceptable. The State’s request must be written with reasonable detail outlining the reasons for the removal request.

Replacement personnel for the removed person must be fully qualified for the position.

If the State exercises this right, and the Contractor cannot immediately replace the removed personnel, the State agrees to negotiate an equitable adjustment in schedule or other terms that may be affected by the State’s required removal.

2.4 The Contractor Project Manager. Throughout the Term of this Contract, the Contractor must maintain a Contractor employee acceptable to the State to serve as Contractor Project Manager, who will be considered Key Personnel of Contractor.

(a) Contractor Project Manager must:

(i) have the requisite authority, and necessary skill, experience, and qualifications, to perform in such capacity;

(ii) be responsible for overall management and supervision of the Contractor’s performance under this Contract; and

(iii) be the State’s primary point of contact for communications with respect to this Contract, including with respect to giving and receiving all day-to-day approvals and consents.

(b) The Contractor Project Manager must attend all regularly scheduled meetings as set forth in the Implementation Plan and will otherwise be available as set forth in a Statement of Work.

(c) The Contractor will maintain the same Contractor Project Manager throughout the Term of this Contract, unless:

(i) the State requests in writing the removal of Contractor Project Manager;

(ii) the State consents in writing to any removal requested by Contractor in writing;

(iii) Contractor Project Manager ceases to be employed by Contractor, whether by resignation, involuntary termination or otherwise.

(d) Contractor will promptly replace its Contractor Project Manager on the occurrence of any event set forth in Section 2.4 (c). Such replacement will be subject to the State's prior written approval.

2.5 Contractor’s Key Personnel.

(a) The State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, introduce the individual to the State Program Managers or their designees, and provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection.

(b) Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under Section 16.1.

(c) It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to determine and remedy the actual damage sustained by the State as a result of any Unauthorized Removal.

Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Section 16, Contractor will issue to the State an amount equal to $25,000 per individual (each, an “Unauthorized Removal Credit”).

(d) Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed under Subsection 2.5 (c) above: (i) is a reasonable estimate of and compensation for the anticipated or actual harm to the State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately estimate; and (ii) may, at the State’s option, be credited or set off against any Fees or other charges payable to Contractor under this Contract.

2.6 Subcontractors. Contractor must obtain prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, before engaging any Permitted Subcontractor to provide Services to the State under this Contract. Third parties otherwise retained by Contractor to provide Contractor or other clients of contractor with services are not Permitted Subcontractors, and therefore do not require prior approval by the State. Engagement of any subcontractor or Permitted Subcontractor by Contractor does not relieve Contractor of its representations, warranties or obligations under this Contract. Without limiting the foregoing, Contractor will:

(a) be responsible and liable for the acts and omissions of each such subcontractor (including such Permitted Subcontractor and Permitted Subcontractor's employees who, to the extent providing Services or Deliverables, will be deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees;

(b) name the State a third-party beneficiary under Contractor’s Contract with each Permitted Subcontractor with respect to the Services;

(c) be responsible for all fees and expenses payable to, by or on behalf of each Permitted Subcontractor in connection with this Contract, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits; and

(d) notify the State of the location of the Permitted Subcontractor and indicate if it is located within the continental United States.

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

If to State: If to Contractor:

Robin Lampert 320 S. Walnut Lansing, MI 48909 Lampertr1@michigan.gov 517-582-2746

Patricia Donaldson 925 S. Capital Of Texas Highway Suite B-110 Austin, Texas 78746 patricia.donaldson@diona.com 917-865-0247

4. Insurance. Contractor must maintain the minimum insurances identified in the Insurance Schedule attached as Schedule C.

5. Software License. This license applies to Diona COTS Product.

5.1 Reserved.

5.2 Subscription License. The Diona COTS Product is licensed for use on a , subscription basis,

(a) Contractor hereby grants to the State, exercisable by and through its Authorized Users, a nonexclusive, royalty-free, irrevocable (save as provided in this Contract) right and license during the Term and such additional periods, if any, to use the Diona COTS Product, including in operation with other software, hardware, systems, networks and services in accordance with the terms of this Contract, ; provided that:

(b) The State is prohibited from reverse engineering or decompiling the Diona COTS Product, making derivative works, modifying, adapting or copying the Software except as is expressly permitted by this Contract or required to be permitted by law;

(c) The State is authorized to make copies of the Diona COTS Product for backup, disaster recovery, and archival purposes;

(d) The State is authorized to make copies of the Diona COTS Product to establish a test environment to conduct Acceptance Testing;

(e) Title to and ownership of the Diona COTS Product shall at all times remain with Contractor and/or it’s licensors, as applicable; and

(f) Except as expressly agreed in writing, the State is not permitted to sub-license the use of the Diona COTS Product or any accompanying Documentation.

5.3 License Restrictions. The State will not: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Diona COTS Product available to any third party, except as expressly permitted by this Contract or in any Statement of Work;

(b) use or authorize the use of the Diona COTS Product or Documentation in any manner or for any purpose that is unlawful under applicable Law.

5.4 Use. 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 Diona COTS Product. In addition, on receipt of the corresponding Fees by the Contractor, the State shall be licensed to use the Diona COTS Product as follows:

Licensed Purpose The State may use the Diona COTS Product to provide Custodial and Non-Custodial Parties being served by the State with the ability to complete and submit applications and forms, access and submit information, and upload and submit documentation to State IT systems and perform other actions as the Diona COTS Product may allow through supported mobile devices so that the State can provide child support services to such individuals.

Mobile Platforms The State may use the Diona COTS Product on the Android and iOS mobile platforms.

Number of Users The State may use the Diona COTS Product for up to 1.5M Custodial or Non-Custodial Party being served by the State.

5.5 Use of the Diona COTS Product by the State or Authorized Users other than as set out above is not permitted by this Agreement. Unlimited Authorized Users may use the Diona Configuration Manager.

5.6 Certification. 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 Diona COTS Product for the sole purpose of verifying compliance with this Section 5. Such written certification may occur no more than once in any 24-month period during the Term of the Contract. The State will 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.

5.7 State License Grant to Contractor. The State hereby grants to Contractor a limited, non-exclusive, non- transferable license (i) to use the State's (or individual agencies, department’s or division’s) name, trademarks, service marks or logos, solely in accordance with the State’s specifications, and (ii) to display, reproduce, distribute and transmit in digital form the State’s (or individual agencies, department’s or division’s) name, trademarks, service marks or logos in connection with promotion of the Services as communicated to Contractor by the State. Use of the State’s (or individual agencies, department’s or division’s) name, trademarks, service marks or logos will be specified in the applicable Statement of Work. Contractor is provided a limited license to State Materials for the sole and exclusive purpose of providing the Services.

6. Third Party Components. At least 30 days prior to adding new Third Party Components, Contractor will provide the State with notification information identifying and describing the addition. Throughout the Term, on an annual basis, Contractor will provide updated information identifying and describing any Approved Third Party Components included in the Diona COTS Product.

7. Intellectual Property Rights

7.1 Ownership Rights in Software

(a) For purposes of this Section 7 only, the term “Software” does not include Customizations or Configurations.

(b) Subject to the rights and licenses granted by Contractor in this Contract and the provisions of Section 7.1 (c):

(i) Contractor reserves and retains its entire right, title and interest in and to all Intellectual Property Rights arising out of or relating to the Software; and

(ii) none of the State or Authorized Users acquire any ownership of Intellectual Property Rights in or to the Software or Documentation as a result of this Contract.

(c) As between the State, on the one hand, and Contractor, on the other hand, the State has, reserves and retains, sole and exclusive ownership of all right, title and interest in and to State Materials, User Data, including all Intellectual Property Rights arising therefrom or relating thereto.

7.2 The State is and will be the sole and exclusive owner of all right, title, and interest in and to all Work Product developed exclusively for the State under this Contract, including all Intellectual Property Rights. In furtherance of the foregoing:

(a) Contractor will create all Work Product as work made for hire as defined in Section 101 of the Copyright Act of 1976; and

(b) to the extent any Work Product, or…