240000000752.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 to Contract Number MA240000000752

C O

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Metrc LLC

4151 S. Pipkin Road

Lakeland FL 33811

JUSTIN GREEN

772-633-3240

JUSTIN.GREEN@METRC.COM

VS0039548

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A

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Pr og ra m

M an ag er

Various Various

C on tr ac t A dm in is tr at or Anna Krupka DTMB

517-855-8801 krupkaa@michigan.gov

CONTRACT SUMMARY

Cannabis Rules Monitoring System

INITIAL EFFECTIVE DATE

May 7, 2024

INITIAL EXPIRATION DATE

May 8, 2029

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE

BEFORE

June 7, 2029

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

REVISED EXP. DATE

CURRENT VALUE

$5,995,000.00

VALUE OF CHANGE NOTICE

$630,000.00

ESTIMATED AGGREGATE CONTRACT VALUE

$6,625,000.00

DESCRIPTION

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

Effective 3/31/2026, this Contract is increased by $630,000 per attached Scope of Work: "Metrc Insights Subscription."

The contract is amended to incorporate the below updated ADA Compliance Language. This language replaces, in its entirety, the previous WCAG 2.0 Level AA language.

"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, Agency, DTMB Procurement and State Administrative Board approval on 03/31/2026.

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA240000000752

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

LARA Cole Thelen 517-388-8350 ThelenC10@michigan.gov

DTMB Jes Golka GolkaJ@michigan.gov

Michigan.gov/MiProcurement

Version 2021-1 1 of 3

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

METRC Insights Subscription with access to METRC Query

Period of Coverage:

Annual Subscription

Requesting Department:

Licensing and Regulatory Affairs (LARA)

Date:

01/27/26

Agency Project Manager:

Derek Edwards

Phone:

517-256-2509

DTMB Project Manager:

Jes Golka

Phone:

517-899-7256

This Statement of Work is subject to the Terms and Conditions of Contract 240000000752.

Brief description of services to be provided:

BACKGROUND:

LARA’s Cannabis Regulatory Agency (CRA) identified a critical need for more efficient and advanced data analytics within the existing Cannabis Rules Monitoring System. LARA’s CRA is looking for software to design, implement, and operate analytics through a secure pipeline that ingests regulatory data from existing software into an additional METRC software program that applies data governance and security controls, and surfaces intelligent dashboards for regulatory and program decision-making.

PROJECT OBJECTIVE:

The purpose of this Change Notice is to incorporate additional METRC software options to provide the State’s CRA with software solutions that provide access to systems with secure analytics functions. This enhancement will not only streamline operations for CRA but also benefit other LARA divisions with similar needs, improving overall efficiency and accuracy across the Department. LARA will benefit from a more scalable, reliable, and cost-effective system that reduces administrative overhead and mitigates risks associated with manual processes.

SCOPE OF WORK:

This Scope of Work incorporates annual licenses for site-wide use of METRC Insights and 5 user licenses for METRC Query, METRC software solutions that provide authorized users the ability to access, analyze, and query seed-to-sale data maintained within the METRC system.

METRC Query services are provided through the existing METRC software via the additional METRC Insights offering.

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METRC Insights connects with Query in the following ways:

• Automate ingestion of seed-to-sale data (plants, packages, transfers, sales, lab results) from METRC into Query with low latency.

• Standardize data models and apply fine grained access controls (row and column level security, tagging/classification) aligned with policy.

• Publish curated datasets and dashboards that leverage Power BI Insights (anomalies, trends, KPI analysis) for rapid situational awareness.

• Ensure compliance with Michigan’s cannabis reporting processes and METRC integration requirements.

• Access to Insights and Query Services provides CRA with the ability to run the queries while using a secure VPN.

These services have increased data capabilities. METRC Insights is to be accessed by any CRA staff using the current software to run analytics. Query Services will be accessed by a separate login that is limited to five specific users. This login allows users direct access to the SQL within the system to manipulate the data and create specific queries needed. CRA will create, save, edit, and run queries automatically.

DELIVERABLES:

Deliverables will not be considered complete until the Agency Program Manager and DTMB Program Manager have formally accepted them. Deliverables for this project include:

Metrc shall provide licensure and access to Metrc Insights platform for each ongoing month and/or year in which the State of Michigan subscribes to the Service.

• Successful deployment of the METRC Insights and Query software, fully configured and ready for seamless integration into the LARA METRC application.

• Maintenance and support services, ensuring ongoing functionality, reliability, and resolution of any issues post-deployment.

SPECIFIC DEPARTMENT STANDARDS:

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

PAYMENT SCHEDULE:

Payment will be made on an annual basis at the beginning of each license year.

Software Subscription cost (annually) for site-wide use of METRC Insights and 5 user licenses for Query:

• Year 1: $120,000

• Year 2: $140,000

• Year 3: $170,000

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• Year 4: $200,000

EXPENSES:

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

PROJECT CONTACTS:

The designated Agency Program Manager is:

Derek Edwards Licensing & Regulatory Affairs (LARA) Cannabis Regulatory Agency (CRA) 2407 N. Grand River Ave.

Lansing, MI 48906 517-256-2509 EdwardsD@michigan.gov

The designated DTMB Program Manager is:

Jes Golka

DTMB

AS-LARA

Ottawa 3rd Floor 611 W Ottawa Lansing, MI 48933 517-899-7256 GolkaJ@michigan.gov

Contractor Project Manager:

Brandon Zastrow, brandon.zastrow@metrc.com, 865-696-3821

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work remotely.

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

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

No overtime will be permitted.

mailto:brandon.zastrow@metrc.com

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

Cannabis Rules Monitoring System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 7, 2024 May 8, 2029 5 - 1 Year June 7, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

4151 S. Pipkin Road

Lakeland FL 33811

JUSTIN GREEN

772-633-3240

JUSTIN.GREEN@METRC.COM

VS0039548

Metrc LLC

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Anna Krupka

(517)855-8801

DTMB

Various Various

KrupkaA@michigan.gov

C on tr ac t A dm in is tr at or

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Change Notice Number 3

Contract Number MA240000000752 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

$5,995,000.00 $0.00 $5,995,000.00

DESCRIPTION

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

Effective 11/13/2025, this Contract includes the following no-cost Beta Test service for the Cannabis Rules Monitoring System as set forth in the attached Statement of Work (SOW).

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 Jes Golka GolkaJ@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA240000000752

Version 2021-1 1 of 5

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Metrc Insights Beta Test Agreement

Period of Coverage:

Beta Test: 30 days

Requesting Department:

LARA

Date:

12/01/2025

Agency Project Manager:

Derek Edwards

Phone:

517-256-2509

DTMB Project Manager:

Jes Golka

Phone:

517-899-7256

Brief description of services to be provided:

BACKGROUND:

Metrc Insights is an advanced analytics solution that empowers regulatory agencies to quickly interpret data, pinpoint trends, and improve strategic decisions. Insights additionally leverage Snowflake which has increased data capabilities.

PROJECT OBJECTIVE:

Metrc LLC (“Contractor”) will provide the State of Michigan, (“State”) with a free thirty (30) day trial of the Metrc Insights platform and access to Snowflake (“Snowflake Services”) to enable the State to review and determine the benefits of use of the Snowflake Services (“Beta Test”).

After the conclusion of the Beta Test period as defined below, the Parties will have the option, to be initiated through the execution of a Contract Change Notice, to add the Snowflake Services into the Services already being provided by Contractor under the terms of this Contract.

SCOPE OF WORK:

1. Beta Test Services Description: Contractor will provide the State with access and a license to

”Beta Test” its Metrc Insights core and Metrc Insights Cultivation Anomalies software and integration platform (the “Beta Product” or the “Snowflake Services”). Data from the Contractor Application will be updated in Metrc Insights within forty-eight (48) hours of execution of this Change Notice by all Parties.

a) License. In consideration for State’s agreement to and performance of the State Beta Test Obligations as outlined below, and subject to State’s agreement to and compliance with the terms and conditions of this Beta Test Agreement, Contractor hereby grants to State and State hereby accepts from Contractor a non-perpetual, non-exclusive, non-transferable, and non-sublicensable license to install, execute, access, run, or otherwise interact with the Beta Product during the Beta Test Period (as defined below) for its own internal, non- production evaluation and testing only (the “Beta Test”). State shall not make the Beta Product available directly or indirectly to any third party and shall not use it for the benefit of any third party. Ownership of and title to the Beta Product shall always

Version 2021-1 2 of 5 remain with Contractor. State will not represent or assert any ownership interest in the Beta Product.

b) Beta Test Period. The Beta Test Period is a thirty (30) day period beginning on 12/01/2025. However, in no event shall the Beta Test Period continue after Contractor withdraws the applicable Beta Product from testing.

c) State Obligations. The purpose of the Beta Test is for Contractor to obtain information from State sufficient to determine the functionality, performance, and usability of the Beta Program by State. State agrees to use reasonable efforts to provide Contractor with reasonably comprehensive information regarding the Beta Product (“Feedback”) as soon as reasonably possible after State learns of such Feedback. Feedback may include, but is not limited to, information regarding problems or defects in the Beta Product encountered by State. State shall transmit Feedback to Contractor in any medium reasonably requested by Contractor, including via Contractor’s State support page or by telephone or written or electronic communication. Feedback shall also include simplified test cases sufficient to reasonably demonstrate problems or suspected errors State encounters with the Beta Product. All Feedback, to the extent that it does not include any State Data, as described in Section 21 of the Contract Terms and Conditions, shall become the sole and exclusive property of Contractor and may be used by Contractor in any way without restriction or obligation to State. Contractor has an unconditional right to use for any purpose any ideas, concepts, know-how, or techniques resulting from Contractor access to or work with any Feedback or other information exchanged pursuant to this Beta Test Agreement. State agrees to inform Contractor whenever any of its users should be disabled and the date such restriction shall be applicable; such notice shall be notified via Contractor’s State support page, telephone, or written or electronic communication.

d) Restrictions. Contractor reserves any and all rights, implied or otherwise, which are not expressly granted to State hereunder, and retains all rights, title and interest in and to the Beta Product. State agrees that it has no right whatsoever to modify the Beta Product or any portion thereof in any manner. State may not reverse engineer, decompile, disassemble, modify, adapt, rent, lease, loan, create, or prepare derivative works based upon the Beta Product or any part thereof. Nothing in this Beta Test Agreement entitles State to receive source code for any part of the Beta Product. State may not (i) modify, translate, localize, adapt, rent, lease, loan, create, or prepare derivative works of, or create a patent based on the Beta Product, or any part thereof, (ii) resell, provide, make available to, or permit use of or access to Beta Product or associated V access credentials, by any third party; (iii) attempt to use or gain unauthorized access to Contractor or to any third-party’s networks or equipment; (iv) attempt to probe, scan, or test the vulnerability of any Contractor services or a system, account, or network of Contractor or any Contractor States or suppliers; (v) engage in fraudulent, offensive, or illegal activity or intentionally engage in any activity that infringes the intellectual property rights or privacy rights of any individual or third party or transmit through any Contractor service any data or information without the legal right to do so; (vi) restrict or knowingly inhibit, interfere, or attempt to interfere with the ability of any other person, regardless of purpose or intent, to use or enjoy the Contractor services or a user’s network, or cause a performance degradation to any facilities used to provide the Contractor Services.

e) Term and Termination. This Beta Test Agreement or an individual license granted hereunder may be terminated (a) by mutual agreement of Contractor and State, (b) by State, upon ten(10) days prior written notice to Contractor, and (c) by Contractor, if State breaches this Agreement and fails to cure such breach to Contractor’s reasonable satisfaction within five (5) days following receipt of Contractor’s notice thereof. Upon any

Version 2021-1 3 of 5 termination of this Agreement or a license granted hereunder, State shall immediately cease use of the applicable Beta Product and certify in writing to Contractor within thirty

(30) days after termination that State has destroyed or returned to Contractor such Beta Product and any copies thereof. Termination of this Beta Test Agreement or a license granted hereunder shall not limit Contractor from pursuing any remedies available to it.

The provisions of Sections 1(e), (f), and (h) will survive termination of this Beta Test Agreement.

f) Technical Support. Contractor shall have no obligation to support or provide support services to State relating to the Beta Product. Contractor may, however, make such services available to State at its sole discretion including, from time to time, making available updates, enhancements, and/or modifications to the Beta Product, but Contractor is under no obligation to do so. Any such updates, enhancements, and/or modifications to the Beta Product shall be subject to the terms and conditions of this Beta Test Agreement.

g) Limitation of Liability. FOR THE DURATION OF THE BETA TEST PERIOD AND WITH

RESPECT TO THE BETA TEST ONLY AND PROVIDED CONTRACTOR MEETS ALL

DATA SECURITY OBLIGATIONS ESTABLISHED IN THE CONTRACT (TO INCLUDE

WITHOUT LIMITATION THOSE SET FORTH IN SCHEDULE E – DATA SECURITY

REQUIREMENTS) IN NO EVENT WILL CONTRACTOR OR ANY OF ITS AFFILIATES

BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES UNDER THIS BETA TEST

AGREEMENT OR IN CONNECTION WITH THE BETA PRODUCT INCLUDING, BUT

NOT LIMITED TO, ANY LOST PROFITS, LOSS OF DATA, LOST SAVINGS, OR ANY

INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY

KIND, EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES,

OR FOR ANY CLAIM BY STATE BASED ON A THIRD PARTY CLAIM.

h) Subscription Services Description: At the conclusion of the Beta Test Period, upon request by State and subject to the Terms and Conditions of the Contract , Contractor and State may execute a subsequent Statement of Work under which the State will be given access and a license to Contractor’s Metrc Insights core and Metrc Insights Cultivation Anomalies software and integration platform as part of the Services provided under the terms of the Contract. Any remaining data of the State’s from the Beta Test that remains from the Beta Test that is in the Beta Product will be updated in Metrc Insights within forty-eight (48) hours of the transaction:

i) Restrictions and Responsibilities: The State will not, and will not knowingly permit, any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Snowflake Services or any software, documentation or data related to the Snowflake Services; modify, translate, or create derivative works based on the Snowflake Services or Software; use the Snowflake Services or Software for any purpose other than its own use for the benefit of end users; or use the Snowflake Services or Software other than in accordance with this Insertion Order and in compliance with all applicable laws and regulations.

j) Payment of Fees: Contractor will not charge the State any fees for the Beta Test

Period for the provision of or its access to the Beta Product.

k) WARRANTY DISCLAIMER: UNLESS EXPRESSLY PROVIDED UNDER THE

TERMS OF THE CONTRACT AND WITHOUT LIMITING CONTRACTOR’S

OBLIGATIONS, HEREUNDER, THE SERVICES AND CONTRACTOR

CONFIDENTIAL INFORMATION AND ANYTHING PROVIDED IN

CONNECTION WITH THIS BETA TEST ARE PROVIDED "AS-IS," WITHOUT

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ANY WARRANTIES OF ANY KIND. CONTRACTOR HEREBY DISCLAIMS ALL

WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,

ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT

TO THE BETA PRODUCT.

l) Support. For the purposes of the Beta Test, Contractor will provide the State with Support for the Beta Product during the hours of 8AM to 10PM ET Monday – Friday, exclusive of State-recognized holidays.

TASKS:

Technical support is required to assist with the following tasks:

• Contractor shall have no obligation to support or provide additional support services to State relating to the Beta Product except for the Support described in Section 1 (l).

• Contractor may, however, during the Beta Testing Period, make such services available to State at its sole discretion including, from time to time, making available updates, enhancements, and/or modifications to the Beta Product, but Contractor is under no obligation to do so.

• Any such updates, enhancements, and/or modifications to the Beta Product shall be subject to the terms and conditions of this Beta Test Agreement.

DELIVERY of the Beta Product:

The Beta Test will not begin until the Agency & DTMB Project Managers has accepted the Beta Product (the “Deliverable”) for testing. The Deliverable for this project more specifically includes:

• Contractor will provide a free, thirty (30) day Beta Test trial for the State of Michigan so that the State is able to evaluate the Beta Product also known as Metrc Insights core and Metrc Insights Cultivation Anomalies software and integration platform.

PROJECT CONTACTS:

The designated Agency Project Manager is:

Derek Edwards

LARA

Cannabis Regulatory Agency 517-256-2509 EdwardsD@michigan.gov

The designated DTMB Project Manager is:

Jes Golka

DTMB

Agency Services 517-899-7256 GolkaJ@michigan.gov

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AGENCY RESPONSIBILITIES:

State will review the Beta Product to determine whether the State desires to subscribe to Metrc Insights following the Beta Test Period.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Metrc Insights is an online platform that does not require specific physical locations to access, maintain or utilize.

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.

PROJECT PLAN:

Contractor will provide the State of Michigan with a thirty (30) day free Beta trial of the Beta Productduring which the State will evaluate the platform and services to determine if the State would like continuing access to Metrc Insights as a subscription service.

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Cannabis Rules Monitoring System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 7, 2024 May 8, 2029 5 - 1 Year June 7, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

4151 S. Pipkin Road

Lakeland FL 33811

JUSTIN GREEN

772-633-3240

JUSTIN.GREEN@METRC.COM

VS0039548

Metrc LLC

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Anna Krupka

517-855-8801

DTMB

Various Various krupkaa@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

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Change Notice Number 2

Contract Number MA240000000752 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

$3,923,000.00 $2,072,000.00 $5,995,000.00

DESCRIPTION

Effective 9/25/2025, this contract is increased by $2,072,000 for ongoing CRA User Fees following the MA's schedule of payments.

All other terms, conditions, specifications and pricing remain the same. Per Contractor, agency, DTMB Central Procurement, and State Administrative Board approval on 9/25/2025.

DTMB Stuart Willard 517-526-5410 WillardS@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA240000000752

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA240000000752

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Cannabis Rules Monitoring System

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 7, 2029 5 - 12 Months June 7, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

4151 S. Pipkin Road

Lakeland FL 33811

JUSTIN GREEN

772-633-3240

JUSTIN.GREEN@METRC.COM

VS0039548

Metrc LLC

C O

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Jarrod Barron

5172490406

DTMB

Various Various

BarronJ1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

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N/ANet 45

Change Notice Number 1

Contract Number MA240000000752 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

$1,923,000.00 $2,000,000.00 $3,923,000.00

DESCRIPTION

Effective 10/1/2024, the parties increase the annual payment to Metrc by $2 million for the term of the contract for the CRA to pay User Fees that are currently billed to CRA licensees. Beginning 10/1/2025, this annual payment will be adjusted each year by the 12-month Consumer Price Index rate set the preceding December 31 using the US Bureau of Labor Statistics "All items less food and energy" category and amended to the contract via an annual Contract Change Notice. All unpaid balances of CRA Licenses prior to 10/1/2024 remain fully due, and the CRA licensees will remain obligated to pay those. All other terms, conditions, specifications, and pricing remain the same. Per Contractor, Agency, DTMB Procurement and State Administrative Board approval on 9/10/2024. Available Ad Board funds after this change notice is $249,999.99.

DTMB Stuart Willard 517-526-5410 WillardS@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 1 TO CONTRACT NO. MA240000000752

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000000752 .

between

THE STATE OF MICHIGAN

and

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Metrc

ST

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Pr og ra m

M an ag er Various LARA

4151 S. Pipkin Road Phone Number

Lakeland, Florida 33811 Email Address

Justin Green

C on tra ct

Ad m in is tra to r

Jeremy Lyon DTMB

772-633-3240 517-230-2858

Justin.Green@metrc.com LyonJ5@michigan.gov

VS0039548

CONTRACT SUMMARY

DESCRIPTION: LARA - Cannabis Regulatory Agency

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

5/7/2024 5/7/2029 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

New MA established from RFP# 230000003082.

AD Board Approval 5/7/2024

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION 1,923,000

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 320 S. Walnut St, Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT NO. 240000000752

Program Managers

Agency Name Phone Email

LARA Cole Thelen 517-388-8350 Thelenc10@michigan.gov DTMB Jason Wymer 517-2561014 wymerj@michigan.gov

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

SOFTWARE CONTRACT TERMS AND

CONDITIONS

These Terms and Conditions, together with all Schedules (including the Statement(s) of Work), Exhibits and any other applicable attachments or addenda (Collectively this “Contract”) are agreed to between the State of Michigan (the “State”) and Metrc LLC, (“Contractor”), a Lakeland, Florida COMPANY. This Contract is effective on 5/7/2024 and unless terminated, will expire on 5/72029.

This Contract may be renewed for up to 5 additional 1-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via 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.

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

“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.

https://www.michigan.gov/som/footer/policies/som-applications-and-site-standards

“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 90 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…