240000000271.pdf

Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 2 .

to

Contract Number 240000000271

C O

N T

R A

C T

O R iTrellis LLC

S T

A T

E P ro g ra m M an ag er

Duane Kerkstra DTMB

PO Box 14269 248-660-0132

Mill Creek, WA 98082 kerkstrad@michigan.gov

Chris Johnson

C o nt ra ct A dm in is tr at o r Todd Huhn DTMB

425-591-8051 Phone Number chris@itrellis.com huhnt@michigan.gov

VS0301620

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget

525 W. Allegan St., Lansing, MI 48913 PO Box 30026, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: iTrellis Portfolio Management Training

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

01/22/2024 01/21/2025 2, 1-year 01/21/2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Payment Request (PRC) Other Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

1 year 01/21/2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$197,050.00 DESCRIPTION: Effective at execution, the State is exercising the first option year. The revised contract expiration date is 01/21/2026. All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, and DTMB Financial Services.

CONTRACT CHANGE NOTICE

Change Notice Number 1 .

to

Contract Number 240000000271

C O

N T

R A

C T

T

A T

E P ro g ra m M an ag er

Duane Kerkstra DTMB

PO Box 14269 248-660-0132

Mill Creek, WA 98082 kerkstrad@michigan.gov

Chris Johnson

C o nt ra ct A dm in is tr at o r Todd Huhn DTMB

425-591-8051 Phone Number chris@itrellis.com huhnt@michigan.gov

VS0301620

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget

525 W. Allegan St., Lansing, MI 48913 PO Box 30026, Lansing, MI 48909

CONTRACT SUMMARY

DESCRIPTION: iTrellis Portfolio Management Training

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

01/22/2024 01/21/2025 2, 1-year 01/21/2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Payment Request (PRC) Other Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$165,050.00 $32,000.00 $197,050.00 DESCRIPTION: Effective at execution, this Contract is increased by $32,000 for DHHS use. An additional Statement of Work has been added for the increased value. All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, and DTMB Financial Services.

STATEMENT OF WORK

Project Title:

iTrellis Portfolio Management Support

Period of Coverage:

08/19/24-12/31/24

Requesting Department:

DTMB AS MDHHS – ADS

Date:

08/05/24

Agency Project Manager:

N/A

Phone:

N/A

DTMB Project Manager:

Duane Kerkstra

Phone:

248-660-0132

BACKGROUND:

The State of Michigan Department of Technology Management and Budget (DTMB) Agency Services (AS) for Michigan Department of Health and Human Services (MDHHS) Administration and Departmental Solutions (ADS) engaged iTrellis to help with their adoption of portfolio management best practices in Azure DevOps during Q1 2024.

Portfolio++ was acquired by the State of Michigan in Q2 2023. Portfolio++ is a proprietary software extension for Azure DevOps. Portfolio++ enables the visualization of work across projects through Gantt-chart styled roadmaps and Kanban-styled task boards in Azure DevOps.

Enabling the Teams with these enhanced views helps to accelerate understanding, promote collaboration, and improve planning. Portfolio++ is provided globally through the Microsoft Marketplace by 4P LLC. 4P LLC is the company that owns the software whereas iTrellis provides services herein after referenced collectively as “Contractor”. This Statement of Work (SOW) describes additional change management support from to help DTMB AS MDHHS - ADS teams (“Teams”) adopt best practices for portfolio management through Azure DevOps and Portfolio++ Pro™ (“Portfolio++”).

PROJECT OBJECTIVE:

The objective of this effort is to continue the Teams’ adoption of Azure DevOps and Portfolio++ techniques, such that they can collaborate effectively on work during Team Sprint ceremonies, i.e., Sprint Planning, Stand-ups, and Retrospectives. The focus areas for this effort are:

Azure DevOps updates, based on Team agreements established during initial training;

and

Azure DevOps Project Data migrations, to simplify the Organization structure and facilitate Team support of the Team agreements.

SCOPE OF WORK:

Contractor must work directly with the ADS teams via video teleconference, e.g. Microsoft Teams, helping to ensure that the recommended guidance and Team agreements are consistently implemented across the development teams.

TASKS:

Contractor technical support is required to assist with the following tasks:

The Contractor must promote the ADS Portfolio Management goals and provide direction and oversight to the Team and to the DTMB ADS Azure DevOps Administrator in the configuration of Azure DevOps.

The Contractor must perform the following:

1. Produce updated Azure DevOps process templates– utilizing modified Scrum methodologies:

Updates must be based on Teams direction and minimally include Epics, summarized estimates, and provide the capacity split for M&O/projects;

and

Updates must incorporate Contractor recommendations and have DTMB Azure DevOps Administrator’s approval for this task to be considered final.

2. Provide revised Azure DevOps Organizations (2) of Projects.

3. Support Change Management– backlog work item type updates.

Updates must enable the work item type updates to be made to Process Templates, e.g. mapping Work or items from State that no longer exist

Updates must be based on Teams direction with Contractor’s agreement, and DTMB Azure DevOps Administrator’s approval.

4. Migrate the existing Azure DevOps Organizations’ Project data to a preferred organization structure - based on the Teams directed updates, Contractor’s Agreement, and DTMB Azure DevOps Administrator’s approval.

Limited to 64 projects.

Project migration and query failures must be resolved for this task to be considered complete.

5. Document and implement the process(es) to create queries that pull project level information to the shared Portfolio++ views.

6. Document and implement the process(es) to support the work intake process that will trace work into the application projects and pipelines.

7. Document the definition of application projects and steps to decern from an

M&O/project.

8. Document and implement the process for capacity tracking and projections.

In collaboration with the Team, capacity must be defined, tracked, and projected for an application project and Work Intake Process; project level and broken down to M&O/project work.

9. Document and implement application project roll up boards.

All application projects must have functional roll up boards for this task to be considered complete.

ASSUMPTIONS:

The DTMB Project Manager will provide the Contractor resources with DTMB Environment Access such as Email Access, Azure Portal Access.

The DTMB Project Manager will provide access to DTMB ADS Azure DevOps Administrators who can adjust Azure DevOps on behalf of Contractor.

DELIVERABLES:

1. Updated Azure DevOps Process Templates

2. Revised Azure DevOps Organizations

3. Updated Backlog Work Item Type

4. Process(es) to create queries for Portfolio++ views

5. Process(es) to support the Work Intake Process and traceability

6. Definition of application vs M&O projects

7. Process for capacity tracking and projections

8. Updated application project rolls up boards

ACCEPTANCE CRITERIA:

Per Contract Terms, section 11.

Deliverables will not be considered complete until the DTMB Project Manager has formally accepted them in writing.

PROJECT CONTROL AND REPORTS:

A bi-weekly progress report must be submitted to the DTMB Project Manager throughout the life of this project. This report may be submitted with the billing invoice. Each bi-weekly progress report must contain the following:

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

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

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

SPECIFIC DEPARTMENT STANDARDS:

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

PAYMENT SCHEDULE:

Payment will be made on a Fixed Cost Deliverable basis.

Deliverable Cost

Azure DevOps Templates $10,000

Revised Organization Structure $10,000

Change Management Support – Backlog Work Items and Documented processes

$12,000

Total SOW Value: $32,000.00

DTMB will pay iTrellis LLC upon receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order as Deliverables are completed. DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees.

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

EXPENSES:

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

PROJECT CONTACTS:

The designated DTMB Project Manager is:

Duane F. Kerkstra DTMB Agency Services – MDHHS Administration & Departmental Solutions 9th floor NW 235 South Grand Avenue Lansing MI, 48933 248-660-0132 kerkstrad@michigan.gov

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work remotely, and work will be conducted and recorded via Teams Meetings when consultants are interacting with DTMB and ADS team members.

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

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

No overtime will be permitted.

ESTIMATED BUDGET:

Consultant / Role Estimated Hours Hourly Rate Cost

Greg Frantz / TPM 160 $200 $32,000

TOTAL BUDGET $32,000

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000000271 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

T

A T

E P ro g ra m M an ag er Duane Kerkstra DTMB

PO Box 14269 248-660-0132

Mill Creek, WA 98082 kerkstrad@michigan.gov

Chris Johnson C o nt ra ct

A dm in is tr at o r Todd Huhn DTMB

425-591-8051 chris@itrellis.com huhnt@michigan.gov

VS0301620

CONTRACT SUMMARY

DESCRIPTION: iTrellis Portfolio Management Training

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

01/22/2024 01/21/2025 2, 1-year 01/21/2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-card Payment Request (PRC) Other Yes No

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

New Master Agreement created from ITN 240000000012.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $165,050.00

STATE OF MICHIGAN PROCUREMENT

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

This IT Professional Services Contract (the “Contract”) is agreed to between the State of Michigan (the “State”) and iTrellis LLC (“Contractor”), a limited liability corporation. This Contract is effective on January 22, 2024, and unless terminated, expires on January 21, 2025.

This Contract may be renewed for up to two (2) additional one (1) year periods. Renewal must be by written notice from the State and will automatically extend the Term of this Contract.

The parties agree as follows:

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

“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.

“Confidential Information” has the meaning set forth in Section 21.

“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 Section 5.

“Contract Change Notice” has the meaning set forth in Section 37

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

“Contractor Personnel” means all employees of Contractor or any Subcontractors involved in the performance of Services and creation of Work Product under this Contract.

"Digital Accessibility Standards” means the accessibility standards provided in the SOM Digital Standards, located at https://www.michigan.gov/standards.

“Effective Date” has the meaning set forth in the preamble.

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

“Key Personnel” means any Contractor Personnel identified as key personnel in this Contract or the Statement of Work.

STATE OF MICHIGAN

IT PROFESSIONAL SERVICES

CONTRACT TERMS

“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 the Digital Accessibility Standards.

“Services” means any of the services Contractor, or any Subcontractor, is required to or otherwise does provide under this Contract, the Statement of Work or the Service Level Agreement.

“Service Level Agreement” means the service level agreement setting forth Contractor’s support obligations for the Software, attached as Schedule C to this Contract.

“Software” means, collectively, the State’s software applications and systems set forth in an appendix to the Statement of Work.

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

“State Data” has the meaning set forth in Section 20.a.

“State Review Period” has the meaning set forth in Section 11.

“Statement of Work” has the meaning set forth in Section 2.

“Stop Work Order” has the meaning set forth in Section 13.

“Subcontractor” has the meaning set forth in Section 3.f.

“Transition Responsibilities” has the meaning set forth in Section 16.

“Unauthorized Removal” has the meaning set forth in Section 3.e.ii.

“Unauthorized Removal Credit” has the meaning set forth in Section 3.e.iii.

“Work Product” means all State-specific deliverables that 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 developed in connection with this Contract whether or not embodied in this Contract.

2. Statement of Work. Contractor shall provide the Services and Work Product pursuant to the Statement of Work, attached as Schedule A to this Contract (the “Statement of Work”). The terms and conditions of this Contract will apply at all times to the Statement of Work. The State shall have the right to terminate the Statement of Work, in whole or in part, as set forth in Sections 14 and 15 of this Contract.

3. Performance of Services.

a. Performance Warranty. Contractor represents and warrants that its Services hereunder shall be performed by competent personnel and shall be of professional quality consistent with generally accepted industry standards for the performance of such services and shall comply in all respects with the requirements of this Contract and the specifications set forth in the Statement of Work and the Service Level Agreement. For any breach of this warranty, the State may, at its option, either terminate the Statement of Work immediately pursuant to the termination provision herein, or require Contractor to provide replacement personnel satisfactory to the State within thirty (30) calendar days of Contractor’s receipt of notification from the State.

Whether or not the departing Contractor Personnel are to continue working while Contractor attempts to find replacement personnel is at the sole discretion of the State.

If Contractor is notified within the first eight (8) hours of assignment that the person is unsatisfactory, Contractor will not charge the State for those hours; otherwise, the State shall pay for all actual hours worked prior to the State’s notification of a replacement request to Contractor.

b. Software Support. Contractor shall provide support Services for the Software pursuant to the Service Level Agreement attached as Schedule D to this Contract.

c. Accessibility Requirements.

i. All Software and Work Product created or provided by Contractor under this Contract, including associated content and documentation, must conform to the Digital Accessibility Standards. Contractor must provide a completed PAT for each such deliverable provided under the Contract. All "Not Applicable" or “N/A” responses to the specifications, if any, must be fully explained. A description of the evaluation methods used to support the Digital Accessibility Standards conformance claims, including, if applicable, any third-party testing, must be provided.

Throughout the Term of the Contract, at no additional costs to the State, Contractor must:

1. promptly respond to and resolve, in a manner acceptable to the State, any complaint the State receives regarding the accessibility of any Software or Work Product

2. upon the State’s written request, provide Software or Work Products in one or more alternative formats and within timeframes specified by the State; and

3. participate in the State of Michigan Digital Standards Review described below.

ii. State of Michigan Digital Standards Review. Prior to Software or Work Products being accepted, put into production, or as otherwise required by the State, the State may conduct a Digital Standards Review to assess their accessibility and compliance with the Digital Accessibility Standards. Contractor must assist the State with each such review, including submitting documentation or other information regarding accessibility and compliance with the Digital Accessibility Standards.

Contractor must, at its sole cost and expense, remediate all issues resulting from such review in a manner and timeframe accepted in writing by the State, which may include providing a remediation status report and updated PAT to the State and a re-assessment of accessibility.

iii. Failure to comply with the requirements in this Section 3 shall constitute a material breach of this Contract.

d. Contractor Personnel

i. 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.

ii. Prior to any Contractor Personnel performing any Services, Contractor will:

1. ensure that such Contractor Personnel have the legal right to work in the United States;

2. 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 otherwise 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. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks on Contractor Personnel. 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 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.

iv. Contractor and all Contractor Personnel will comply with all rules, regulations, and policies of the State that are communicated to 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.

v. 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 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.

e. Contractor’s Key Personnel

i. 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’s Project Manager, 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.

ii. 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 14.

iii. 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 fix 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 14, Contractor will issue to the State the corresponding credits set forth below (each, an “Unauthorized Removal Credit”):

1. For the Unauthorized Removal of any Key Personnel designated in the Statement of Work, the credit amount will be $25,000.00 per individual if Contractor identifies a replacement approved by the State and assigns the replacement to shadow the Key Personnel who is leaving for a period of at least 30 calendar days before the Key Personnel’s removal.

2. If Contractor fails to assign a replacement to shadow the removed Key Personnel for at least 30 calendar days, in addition to the $25,000.00 credit specified above, Contractor will credit the State $833.33 per calendar day for each day of the 30 calendar-day shadow period that the replacement Key Personnel does not shadow the removed Key Personnel, up to $25,000 maximum per individual. The total Unauthorized Removal Credits that may be assessed per Unauthorized Removal and failure to provide 30 calendar days of shadowing will not exceed $50,000.00 per individual.

iv. Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed under Subsection iii 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.

f. Subcontractors. Contractor will not, without the prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, engage any third party to perform Services (including to create any Work Product). The State’s approval of any such third party (each approved third party, a “Subcontractor”) does not relieve Contractor of its representations, warranties or obligations under this Contract.

Without limiting the foregoing, Contractor will:

i. be responsible and liable for the acts and omissions of each such Subcontractor (including such Subcontractor's employees who, to the extent providing Services or creating Work Product, shall be deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees;

ii. name the State a third party beneficiary under Contractor’s contract with each Subcontractor with respect to the Services and Work Product;

iii. be responsible for all fees and expenses payable to, by or on behalf of each 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

iv. prior to the provision of Services or creation of Work Product by any Subcontractor, if requested by the State:

1. obtain from such Subcontractor confidentiality, work-for-hire and intellectual property rights assignment agreements, in form and substance acceptable by the State, giving the State rights consistent with those set forth in Section 8 and, upon request, provide the State with a fully-executed copy of each such contract; and

2. with respect to all Subcontractor employees providing Services or Work Product, comply with its obligations under subsection d above.

4. 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:

Todd Huhn 320 S. Walnut St.

Lansing, MI 48903 huhnt@michigan.gov

Mark Leen 10900 NE 4th Street Bellevue, WA 98004 Mark.Leen@iTrellis.com 425.455.1234

5. Contract Administrators. The Contract Administrator for each party is the only person authorized to modify any terms and conditions of this Contract and are identified below:

State: Contractor:

Todd Huhn 320 S. Walnut St.

Lansing, MI 48903 huhnt@michigan.gov

Chris Johnson PO Box 14269 Mill Creek, WA 98082 Chris@iTrellis.com 425.591.8051

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

7. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. 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.

8. Intellectual Property Rights.

a. 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:

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

ii. to the extent any Work Product, or Intellectual Property Rights do not qualify as, or otherwise fails to be, work made for hire, Contractor hereby:

1. assigns, transfers, and otherwise conveys to the State, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to such Work Product, including all Intellectual Property Rights; and

2. irrevocably waives any and all claims Contractor may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Work Product.

b. Each party retains the right to retain and use its skill, knowledge, experience, and know-how, including ideas, concepts, processes, methods and techniques, whether developed prior to, independently of, or in the course of performing the services under this Contract.

9. Assignment. Contractor may not assign this Contract to any other party without the prior written approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party.

10. Change of Control. Contractor will notify the State, within 30 days of any public announcement or otherwise once legally permitted to do so. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock;

(b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

11. Acceptance. Unless otherwise provided in the Statement of Work, this Section shall control acceptance of all Services and Work Product, including deliverables. Services and Work Product, including deliverables are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”). If the Services and Work Product, including deliverables are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Services or Work Product, including deliverables are accepted, but noted deficiencies must be corrected; or (b) the Services or Work Product are rejected. If the State finds material deficiencies, it may: (i) reject the Services or Work Product, including deliverables without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate a Statement of Work in accordance with Section 14, Termination for Cause.

Within 10 Business Days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Services or Work Product, Contractor must cure, at no additional cost, the deficiency and deliver acceptable Services or Work Product to the State. If acceptance with deficiencies or rejection of the Services or Work Product impacts the content or delivery of other non-completed Services or Work Product, the parties must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract.

However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the Statement of Work in whole or in part. The State, or a third party identified by the State, may perform the Services and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

12. Terms of Payment. Invoices must conform to the requirements set forth in a Statement of Work. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Services and Work Product performed as specified in the Statement of Work. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services and Work Product purchased under this Contract are for the State’s exclusive use.

Notwithstanding the foregoing, all prices are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Services or Work Product. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

13. Stop Work Order. The State may suspend any or all activities under at a Statement of Work at any time. The State will provide Contractor a written stop work order detailing the suspension (a “Stop Work Order”). Contractor must comply with the Stop Work Order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Statement of Work. The State will not pay for Services or Work Product, Contractor’s lost profits, or any additional compensation during a stop work period.

14. Termination for Cause. The State may terminate this Contract, in whole or in part (including individuals Statements of Work), if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any State location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations under this Contract or the Statement of Work;

or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 15, Termination for Convenience.

The State will only pay for amounts due to Contractor for Services and Work Product accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract.

The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Services and Work Product from other sources.

15. Termination for Convenience. The State may immediately terminate this Contract, in whole or in part (including the Statement of Work), without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Services immediately, or (b) continue to perform the Services in accordance with Section 16, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

16. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Services at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Services, training, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed Work Product prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). This Contract will automatically be extended through the end of the transition period.

17. General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced.

Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations.

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; and (iii) employ its own counsel. Contractor will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

18. Infringement Remedies. If, in either party’s opinion, any of the Services or Work Product supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure for the State the right to continue using the Services or Work Product, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by the State with appropriate credits to the State against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it.

19. Disclaimer of Damages and Limitation of Liability.

a. The Parties’s Disclaimer of Damages. NEITHER PARTY WILL NOT BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY

CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT FOR

CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES,

INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOST BUSINESS

OPPORTUNITIES.

b. The State’s Limitation of Liability. IN NO EVENT WILL EITHER PARTY’S

AGGREGATE LIABILITY TO THE OTHER UNDER THIS CONTRACT, REGARDLESS

OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE,

STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED

TO OR ARISING UNDER THIS CONTRACT, EXCEED THE MAXIMUM AMOUNT OF

FEES PAYABLE UNDER THIS CONTRACT

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 19(b) DO NOT

APPLY TO CONTRACTOR’S CONTRACTUAL OBLIGATIONS RELATED TO STATE

DATA, INFRINGEMENT, AND/OR INDEMNIFICATION; NOR WILL ANY SUCH

LIMITATION OF LIABILITY APPLY TO ANY ACTS OF GROSS NEGLIGENCE,

AND/OR WILLFUL MISCONDUCT OF CONTRACTOR (TO INCLUDE ANY

EMPLOYEE, SUBCONTRACTOR OR AGENT THEREOF).

20. State Data.

a. Ownership. The State’s data (“State Data,” which will be treated by Contractor as Confidential Information) includes the State’s data collected, used, processed, stored, or generated as the result of the Services. State Data is and will remain the sole and exclusive property of the State and all right, title, and interest in the same is reserved by the State. This Section survives the termination of this Contract.

b. Contractor Use of State Data. Contractor is provided a limited license to State Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display State Data only to the extent necessary in the provision of the Services. Contractor must: (a) keep and maintain State Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose State Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Contract, the Statement of Work, and applicable law; and

(c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available State Data for Contractor’s own purposes or for the benefit of anyone other than the State without the State’s prior written consent. This Section survives the termination of this Contract.

c. Compromise of State Data. In the event of any act, error or omission, negligence, misconduct, or breach on the part of Contractor that compromises or is suspected to compromise the security, confidentiality, or integrity of State Data or the physical, technical, administrative, or organizational safeguards put in place by Contractor that relate to the protection of the security, confidentiality, or integrity of State Data, Contractor must, as applicable: (a) notify the State as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with the State in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by the State; (c) perform or take any other actions required to comply with applicable law as a result of the occurrence; (d) pay for any costs associated with the occurrence, including but not limited to any costs incurred by the State in investigating and resolving the occurrence, including reasonable attorney’s fees associated with such investigation and resolution; (e) pay for any costs associated with required notification and credit monitoring to affected individuals; and (f) without limiting Contractor’s obligations of indemnification as further described in this Contract, indemnify, defend, and hold harmless the State for any and all claims, including reasonable attorneys’ fees, costs, and incidental expenses, which may be suffered by, accrued against, charged to, or recoverable from the State in connection with the occurrence. The parties agree that any damages relating to a breach of this Section 20 are to be considered direct damages and not consequential damages. This Section survives termination or expiration of this Contract.

21. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section survive the termination of this Contract.

a. Meaning of Confidential Information. For the purposes of this Contract, the term “Confidential Information” means all information and documentation of a party that:

(a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was or is: (a) subject to disclosure under the Michigan Freedom of Information Act (FOIA) by the receiving party; (b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (e) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Contract, in all cases and for all matters, State Data is deemed to be Confidential Information.

b. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Contract or to use such Confidential Information for any purposes whatsoever other than the performance of this Contract.