Michigan.gov/MiProcurement

MA240000000646-CN4 1 of 3

SOW CHANGE NOTICE

Project Title: EGLE - Groundwater Data Management System PR006094 Contractor Name: EarthSoft, Inc.

Contract Number: 240000000646 Contract Term: September 1, 2026 –June 30, 2029 Requesting Agency: Michigan Department of Environment, Great Lakes, and Energy (EGLE) Request Date: 4/10/2026 Completed by: John Biretto Agency Program Manager: Clayton Joupperi Phone: 517-242-7394 Email: JoupperiC1@michigan.gov DTMB Program Manager: Laura Brancheau Phone: 517-618-9646 Email:

brancheaul@michigan.gov Contractor Contact: Madonna Meyer Phone: (772) 202-3806 Email:

Madonna.Myers@earthsoft.com Adding a new module/expanded licensing subscription to the existing EQuIS Online subscription portfolio for Envirolsite.

1. DEFINITIONS:

Term Definition

EnviroInsite (EnviroInsight)

EarthSoft’s decision-support and visualization module enabling EGLE to generate subsurface visualizations, cross-sections, plume maps, and decision-support graphics based on EQuIS data.

CUL Concurrent User License.

2. BACKGROUND:

EGLE uses EarthSoft’s EQuIS platform as its enterprise environmental data management system.

To support visualization and decision support needs for remediation, water resources, site assessment, and underground storage tank programs, EGLE intends to expand its existing EQuIS Online subscription to include additional EnviroInsite concurrent user licenses.

The expansion allows EGLE program areas to create environmental visualizations directly from EQuIS data stored in EGLE’s Cloud-hosted environment without additional data transformation or external tools

3. PROJECT OBJECTIVE(S)/PURPOSE:

The purpose of this Change Notice is to add ten (10) additional EnviroInsite Concurrent User Licenses (CULs #3–12) to EGLE’s existing EQuIS Online subscription.

The request to increase from 1 to 10 licenses is to ensure that multiple analysts and program staff can directly access the advanced visualization and reporting tools needed. Expanding the license count reduces bottlenecks caused by a single shared seat and allows teams to work in parallel without delys. This increase supports growing program demands and improves overall efficiency, data accessibility, and decision-making across the organization

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

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

EGLE - GRMD - Groundwater Data Management System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 21, 2024 June 2, 2029 5 - 1 Year June 1, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

125 S. Alcaniz St., Suite 2

Pensacola FL 32502

Monika Lynch

1-800-649-8855 monika.lynch@earthsoft.com

VS0049655

EarthSoft Inc.

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Angela Wright

517-899-4646

DTMB

Various Various wrighta33@michigan.gov

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Change Notice Number 3

Contract Number MA240000000646 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$1,544,755.00 $0.00 $1,544,755.00

DESCRIPTION

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

Effective February 1, 2026 the parties add the attached SOW using existing Contract funds.

The parties add the following language to the Contract:

"Accessibility Requirements. The State is required to comply with the Americans with Disabilities Act of

1990 (ADA) and has adopted standards and procedures regarding accessibility requirements for websites, applications, content, and electronic documents. Due to a change in the law, the State is required to comply with specific accessibility standards for websites, applications, content and documents. Starting 4/24/2026, throughout the Term, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract, must comply with WCAG 2.1 Level AA."

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

AGENCY NAME PHONE EMAIL

DTMB Jeanette Clark 517-243-7381 ClarkJ4@michigan.gov

EGLE Sydney Ruhala 517-648-7791 RuhalaS@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA240000000646

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STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Risk3T Implementation

Period of Coverage:

February 1st, 2026- June 30th 2029

Requesting Department:

Geologic Resources Management Division

Agency Program Manager:

Sydney Ruhala

Phone:

517-648-7791

DTMB Program Manager:

Laura Brancheau

Phone:

517-618-9646

Brief description of services to be provided:

BACKGROUND:

EGLE’s mission is to protect Michigan’s environment and public health by managing air, water, land, and energy resources. There is an existing effort to implement the Groundwater Data Management System, utilizing a more holistic approach to the management of groundwater and surface water across the State of Michigan. In addition to this effort, EGLE is now looking to integrate and utilize the Risk3T Action Level Calculator, which provides the ability to evaluate default or site-specific Risk-Based Corrective Action (RBCA) levels for environmentally impacted sites.

PROJECT OBJECTIVE:

Integrate and utilize the Risk3T Action Level Calculator, with a customized workflow and custom reporting.

SCOPE OF WORK:

EarthSoft will remotely assist and perform EQuIS support services for Michigan Department of Environment, Great Lakes, and Energy (EGLE) to implement Risk3T with a customized workflow and custom report. The completed services shall include the following tasks per MI EGLE specifications. Any future changes or additions will be considered out of scope and will require a change order or new scope of work.

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REQUIREMENTS:

Contractor will perform the following tasks and meet these requirements.

Task 1: Customizations within Residential and Nonresidential Soil Equations: Direct Contact to Soil Criteria, Rules 299.20

Separate EF for Ingestion and Dermal Contact

In RiskCalc.vb:

1. Add two new variables, EF_DERM and EF_ING: approx line 1540

2. Add code to populate variables from dt_sip: approx line 1687

3. Add code to populate two new variables with value from EF if new variables are

NULL

4. In "CalcRBELresid": approx line 2230 (with age-adjusted) and 2300 (regular calc)

a. Replace EF with EF_DERM in Soil Dermal calculations

b. and with EF_ING in Soil Ingestion calculations

5. Repeat for "CalcRBELcomm"

Add Age-Adjusted Calculation for Dermal and Ingestion Non-Carcinogenic

In RiskCalc.vb:

1. Add the Code Snippet A in "CalcRBELresid": approx line 2235

a. Repeat in "CalcRBELcomm"

Code Snippet A:

If Mid(sipsource, 1, 4) = "EGLE" Then

R_SOIL_DERM_NC = RFDD_MF_SOIL * HQ * RFDD * AT_ADULT * 365 / (0.000001 * EF_DERM

* DF_ADJ * ABS_D)

Else

R_SOIL_DERM_NC = RFDD_MF_SOIL * HQ * RFDD * BW_CHILD * AT_CHILD * 365 /

(0.000001 * ED_CHILD * EF * SA_CHILD * AF_CHILD * ABS_D)

End If

2. Add the Code Snippet B in "CalcRBELresid": approx line 2248

a. a. Repeat in "CalcRBELcomm"

Code Snippet B:

If Mid(sipsource, 1, 4) = "EGLE" Then

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R_SOIL_ING_NC = RFDO_MF_SOIL * HQ * RFDO * AT_ADULT * 365 / (0.000001 * EF_ING *

IR_SOIL_AA)

Else

R_SOIL_ING_NC = RFDO_MF_SOIL * HQ * BW_CHILD * RFDO * AT_CHILD * 365 / (0.000001

* EF * ED_CHILD * IR_SOIL_CHILD)

End If

Task 2: Customizations within Finite Source VSIC for 5 and 2 meters

A new equation will need to be added to Risk3T:

1. Add depth_2_5 variable

2. Add the following methods:

a. CalcSOILvfQC_2_5

i. with modified QC equation from MI EGLE regs (in Attachments)

ii. using depth_2_5 variable

b. CalcSOILresidInhQC and CalcSOILcommInhQC

i. calc_name = "SOIL_INH_2" or "SOIL_INH_5"

3. In CalcButton method, in the Select Case path_id section for path_tier = 1 & 2:

a. Add Case 15 ' Inhalation of Vapors from Soil - Outdoor - 2-meter QC

i. set depth_2_5= 2

ii. call CalcSOILresidInhQC or CalcSOILcommInhQC

iii. save C_SAT to dtr_scenario_coc_calcs

b. Add Case 16 ' Inhalation of Vapors from Soil - Outdoor - 5-meter QC

i. set depth_2_5 = 5

ii. call CalcSOILresidInhQC or CalcSOILcommInhQC

Task 3: Customizations within Soil-to-Groundwater

Add a check to see if (GWI x 20) is greater than calculated

In RiskCalc.vb

1. Add the Code Snippet C in "CalcSGWdaf": approx line 5440

Code Snippet C:

If Mid(sipsource, 1, 4) = "EGLE" Then

If SGW_DAF < 0.05 then SGW_DAF = 0.05

End If

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Task 4: Custom Report to Output the Calculated Criteria Columns in the EGLE Format Published in Rules 299.44, 299.46, and 299.48

A custom report will be necessary to reproduce the outputs of the calculated groundwater (Rule 299.44), residential soil (Rule 299.46), and nonresidential soil (Rule 299.48) criteria columns in the EGLE format. EarthSoft will work closely with MI EGLE to ensure the output is produced as expected. The custom report will also output the footnotes applied to chemicals/pathways/criteria. Other footnotes can be implemented with an Excel template and conditional formatting. Some footnotes may be easier to handle by manually adjusting the final report once a year. The custom report will be a client-specific report.

Task 5: Documentation

The Data Management Plan will be updated to include the Risk3T customizations.

DELIVERABLES:

Contractor will provide the following Deliverables and meet the above Requirements no later than120 days from Contract execution. Deliverables will not be considered complete until the Agency Project Manager and DTMB Program Manager have formally accepted them. Deliverables for this project include:

Task 1 Deliverable:

Customizations within Residential and Nonresidential Soil Equations: Direct Contact to Soil Criteria, Rules 299.20

Task 2 Deliverable:

Customizations within Finite Source VSIC for 5 and 2 meters

Task 3 Deliverable:

Customizations within Soil-to-Groundwater

Task 4 Deliverable:

Custom Report to Output the Calculated Criteria Columns in the EGLE Format. Published in Rules 299.44, 299.46, and 299.48.

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Specifically, a single custom report will output a single Excel file with each of the three criteria tables as a separate tab, each with appropriate footnotes included.

Task 5 Deliverable:

Data Management Plan Updated Section

FEES:

Summary Cost $

Implementation Fees

$51,120.00

License Fees

$5,694.00

Total SOW $56,814.00

Implementation Fees:

Deliverable Rate: Effort Hours:

Implementation Fee (USD):

Task 1: Customizations within Residential and Nonresidential Soil Equations: Direct Contact to Soil Criteria, Rules 299.20

$180 48 $8,640.00

Task 2: Customizations within Finite Source VSIC for 5 and 2 meters $180 60 $10,800.00

Task 3: Customizations within Soil-to-Groundwater $180 28 $5,040.00

Task 4: Custom Report to Output the Calculated Criteria Columns in the EGLE Format Published in Rules 299.44, 299.46, and 299.48

$180 88 $15,840.00

Task 5: Documentation $180 44 $7,920.00

Project Management $180 16 $2,880.00

Total Not to Exceed: 284 $51,120.00

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License Fees:

Term

2/1/2026- 6/30/2026

Rate

(USD):*

7/1/2026- 6/30/2027

Rate

(USD):

7/1/2027- 6/30/2028

Rate

(USD):

7/1/2028- 6/30/2029

Rate

(USD):

Total SOW

License Fees

EQuIS Risk3T License Qty 1 $800.00* $1,920.00 $1,920.00 $1,920.00 $6,560.00

EQuIS Risk3T Software Maintenance Agreement (SMA)

20% of License

Fee $32.00* $384.00 $384.00 $384.00 $1,184.00

EQuIS Risk3T Discounts (volume discount)

($250.00) ($600.00) ($600.00) ($600.00) ($2,050.00)

Total $582.00 $1,704.00 $1,704.00 $1,704.00 $5,694.00

*Actual Term and fee will be pro-rated upon Acceptance and applicable Warranty Period to be co-terminus with the MA.

PROJECT SPECIFIC CONTACTS:

The designated Agency Project Manager is:

David Bandlow Environmental Quality Specialist Remediation & Redevelopment Division Michigan Department of Environment, Great Lakes, and Energy BandlowD@michigan.gov 616.745.5337

The designated DTMB Project Manager is:

Sean Koglin Project Manager DTMB - Enterprise Portfolio Management Office (EPMO) PMP, CSM Koglins1@michigan.gov 810.869.8525

The designated Technology Owner is:

Jeanette Clark State Administrative Manager DTMB – Agency Services Clarkj4@michigan.gov 517.243.7381 mailto:BandlowD@michigan.gov mailto:Koglins1@michigan.gov mailto:Clarkj4@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

Various Mecca Martin

517-230-5694

MartinM42@michigan.gov

STATE CONTACTS

DTMBC

ontract

A dm inistrator

Program

M anager

Various

EarthSoft Inc.

125 S. Alcaniz St., Suite 2 Pensacola FL 32502

Monika Lynch

1-800-649-8855 monika.lynch@earthsoft.com

VS0049655

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C O

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CONTRACT SUMMARY

EGLE - GRMD - Groundwater Data Management System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE May 21, 2024 June 1, 2029 5 - 60 Months June 1, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other NoYes

N/ANet 45

Contract Number MA240000000646 to

EarthSoft Inc.

125 S. Alcaniz St., Suite 2 Pensacola FL 32502

Erin Kinsey

630-849-4373 erin.kinsey@earthsoft.com

VS0049655

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Change Notice Number 2

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,544,755.00 $0.00 $1,544,755.00

DESCRIPTION

1/17/2025, Please note the EGLE Program Manager has been changed to Sydney Ruhala.

Please note the Contractor Contract Administrator and Contractor Program Manager has changed to Monika Lynch.

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

EGLE Sydney Ruhala 517-648-7791 RuhalaS@michigan.gov

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA240000000646

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Groundwater Data Management System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

June 1, 2029 5 - 60 Months June 1, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

125 S. Alcaniz St., Suite 2

Pensacola FL 32502

Erin Kinsey

630-849-4373 erin.kinsey@earthsoft.com

VS0049655

EarthSoft Inc.

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Mecca Martin

5172305694

DTMB

Various Various

MartinM42@michigan.gov

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A dm inistrator Program M anager

N/ANet 45

Change Notice Number 1

Contract Number MA240000000646 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

$1,544,755.00 $0.00 $1,544,755.00

DESCRIPTION

Please note the Contractor Contract Administrator & Program Manager has been changed to Erin Kinsey.

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

EGLE Sara Pearson 517-420-3219 PearsonS@michigan.gov

DTMB Jeanette Clark 517-243-7381 ClarkJ4@michigan.gov

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. MA240000000646

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000000646 .

between

THE STATE OF MICHIGAN

and

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EarthSoft Inc.

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M an ag er

Various

125 S. Alcaniz St., Suite 2

Pensacola, FL 32502

Melissa Meeuwsen

C on tra ct

Ad m in is tra to r

Mecca Martin DTMB

800-649-8855 517-230-5694 melissa.meeuwsen@earthsoft.com MartinM42@michigan.gov

VS0049655

CONTRACT SUMMARY

DESCRIPTION: Groundwater Data Management System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

6/1/2024 6/1/2029 5 – 1-year N/A

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded on the basis of the State’s inquiry bearing the solicitation number RFP 230000002971. Orders for Delivery will be issued directly by the Departments through the issuance of a Delivery Order (DO).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $1,544,755.00

PROGRAM MANAGERS

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management and Budget 320 S. Walnut Street, Lansing, MI 48933

Revised 5/03/2016

FOR

MULTI-AGENCY AND STATEWIDE CONTRACTS

EGLE Sara Pearson 517-420-3219 PearsonS@michigan.gov

CONTRACT NO. 240000000646

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 Earthsoft, Inc.

(“Contractor”), a DELAWARE CORPORATION. This Contract is effective on June 1, 2024 (“Effective Date”), and unless terminated, will expire on June 1, 2029 (the “Term”).

This Contract may be renewed for up to 5 – 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 as described in Section 9 and any applicable 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.

“Approved Third Party Components” means all third party components, including Open-Source Components, that are included in or used in connection with the Software and are specifically identified by Contractor in the Contractor’s Bid Response or as part of the State’s Security Accreditation Process defined in Schedule E – Data Security Requirements.

“Authorized Users” means all Persons authorized by the State to access and use the Software under this Contract, subject to the maximum number of users specified in the applicable Statement of Work.

“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.

“Contract Change” has the meaning set forth in Subsection 2.2.

“Change Notice” means a writing executed by the parties to the Contract memorializing a change to the Contract.

“Change Proposal” has the meaning set forth in Subsection 2.2.

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

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

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

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

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

Each party’s Contract Administrator will be identified in Schedule A or subsequent Change Notices.

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

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

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

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

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

“Customization” means State-specific changes to the Software's underlying Source Code or structural data model changes.

“Deliverables” means the Software, Services, Documentation, any Hardware, and all other documents and other materials that Contractor is required to or otherwise does provide to the State under this Contract and otherwise in connection with any Services, including all items specifically identified as Deliverables in a Statement of Work and all Work Product.

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

“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 Deliverable.

“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 Subsection 23.1.

“Hardware” means all computer hardware or other equipment provided by Contractor under this Contract, if any, including but not limited to any related accessories.

“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.

“Hosted Services” means the hosting, management and operation of the Operating Environment, Software, other services (including support and subcontracted services), and related resources for 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.

“Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the associated goodwill; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

“Key Personnel” means any Contractor Personnel identified as key personnel in the Contract.

“Loss or Losses” means all losses, including but not limited to, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Software, including any updated Documentation, that Contractor may generally provide to its licensees from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software.

“Milestone” means an event or task described in the Implementation Plan under a Statement of Work that must be completed by the corresponding Milestone Date.

“Milestone Date” means the date by which a particular Milestone must be completed as set forth in the Implementation Plan under a Statement of Work.

“New Version” means any new version of the Software, including any updated Documentation, that the Contractor may from time to time introduce and market generally as a distinct licensed product, as may be indicated by Contractor's designation of a new version number.

“Nonconformity” or “Nonconformities” means any failure or failures of a Deliverable, to conform to the requirements of this Contract.

“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 the Digital Accessibility Standards.

“Permitted Subcontractor” means any third party hired by Contractor to perform Services for the State under this Contract, have access to or have the ability to control access to State Data.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

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

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

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

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

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

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

“Site” means any physical location(s) designated by the State in, or in accordance with, this Contract or a Statement of Work for delivery and installation of the Deliverable, if applicable.

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

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

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

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 21.

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

“State Materials” means all materials and information, including but not limited to documents, data, know-how, ideas, methodologies, specifications, software, hardware, content and technology, in any form or media, directly or indirectly provided or made available to Contractor by or on behalf of the State in connection with this Contract.

“State Program Managers” are the individuals appointed by the State, or their designees, to (a) monitor and coordinate the day-to-day activities of this Contract; (b) co-sign off on Acceptance of the 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 maintenance and support services Contractor is required to or otherwise does provide to the State under the Service Level Agreement.

“System” has the meaning set forth in Schedule I.

“System Acceptance” has the meaning set forth in Schedule I.

“System Integration Testing” has the meaning set forth in Schedule I.

“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.

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

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

“Unauthorized Removal” has the meaning set forth in Subsection 2.5.

“Unauthorized Removal Credit” has the meaning set forth in Subsection 2.5.

“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 120 calendar-day period commencing on the date of the State's Acceptance of the Software or System (if Contractor is providing Hardware under this Contract) for which Support Services are provided free of charge.

“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 together with all ideas, concepts, processes, and methodologies developed in connection with this Contract whether or not embodied in this Contract.

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

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

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

(i) a written description of the proposed Changes to any Deliverables;

(ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Deliverables; and

(B) the effect of such Changes, if any, on completing any other Services under a Statement of Work;

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

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

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

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

(i) require Contractor to perform or provide the Deliverables under the existing Statement of Work without the Change;

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

(iii) initiate a Dispute Resolution Procedure; or

(iv) notwithstanding any provision to the contrary in a Statement of Work, terminate this Contract under Subsection 16.1.

(d) No Change will be effective until the parties have executed a Change Notice. Notwithstanding the foregoing, no Statement of Work or Change Notice executed after the Effective Date will construed to amend or modify this Contract in any way, unless it specifically states its intent to do so and cites the section or sections amended. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with a Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the

Change in accordance with the applicable Change Notice. 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 Nonconformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Support Services under this Contract.

(f) 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 Contractor.

2.3 Contractor Personnel.

(a) 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, 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 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. 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.

(c) 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.

(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 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 Contractor Project Manager. Throughout the Term of this Contract, 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 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) 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) 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) Upon the occurrence of any event set forth in Subsections 2.4(c)(i-iii) above, Contractor will promptly replace its Contractor Project Manager. 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.

(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 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:

Mecca Martin 320 S. Walnut Steet Lansing, MI 48909 MartinM42@michigan.gov 517-230-5694

EarthSoft, Inc.

125 S Alcaniz St # 2 Pensacola, FL, 32502 dalexander@earthsoft.com 800-649-8855

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

5. Software License.

5.1 Reserved.

5.2 Subscription License. If the Software is Contractor Hosted and Contractor is providing the State access to use its Software during the Term of the Contract only, then:

(a) Contractor hereby grants to the State, exercisable by and through its Authorized Users, a nonexclusive, royalty-free, irrevocable right and license during the…