250000000623.pdf

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

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

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Human Resource, Benefits and Payroll (HRMN) Solution

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

April 23, 2025 April 22, 2030 5 - 1 Year April 22, 2030

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

13560 Morris Rd, St. 4100

Alpharetta 10 30004

Brendan Ori

(773) 875-4056 brendan.ori@infor.com

CV0004843

Infor (US), LLC.

C O

N

TR

A C

TO

R

Brandon Samuel

(517) 249-0439

DTMB

Various Various

SamuelB@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 2 to

Contract Number 250000000623

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$48,835,614.00 $0.00 $48,835,614.00

DESCRIPTION

Effective 7/31/2025, the parties hereby agree to the following changes outlined in the attached Statement of Work. This contract is being revised to update the licenses referenced in Exhibit 1 in Schedule A-1.

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

MCSC Susan Wilmore 517-643-2247 WilmoreS@michigan.gov

DTMB Jeremy Piggott 517-241-4010 piggottj@michigan.gov

DTMB Douglas Neil 517-219-2990 NeilD@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA250000000623

Michigan.gov/MiProcurement

Version 2021-1 1 of 3

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

HRMN Server Migration

Period of Coverage:

06/01/2025 – 09/30/2025

Requesting Department:

Civil Service

Date:

05/30/2025

Agency Project Manager:

Susan Wilmore

Phone:

517-643-2247

DTMB Project Manager:

Toby Pittman

Phone:

517-243-1788

Brief description of services to be provided:

BACKGROUND:

The State of Michigan is currently undergoing a server migration for the HRMN on-premise system. This includes payroll, HR, benefits, and leave planning. The project to replace all current HRMN servers includes a move from AIX Unix machines to Red Hat Linus (RHEL) machines. This requires the purchase of Micro Focus COBOL Compiler licenses for RHEL.

PROJECT OBJECTIVE:

The purchase of Micro Focus COBOL Compiler licenses for RHEL will impact Exhibit 1 to Schedule A-1 Additional Contractor Licensing Requirements of Infor contract #250000000623. The additional software outlined below will need to be referenced in the contract in this section.

Line Location Product Use

Restriction Support Level

1 PROD:Lansing-

SITE-1

SCS-PLUS: Customer Success Plus

1 EA XTE

2 PROD:Lansing BPP-MVC-TZ: MF Visual COBOL Compiler - Linux / Redhat

2 NU XTE

3 PROD:Lansing BPP-MVX-TZ: MF COBOL Server Application Runtime - Linux / Redhat

410 CU XTE

Version 2021-1 2 of 3

4 TEST:Lansing-

SITE-92

BPP-MVC-TZ: MF Visual COBOL Compiler - Linux / Redhat

2 NU XTE

5 TEST:Lansing-

SITE-92

BPP-MVX-TZ: MF COBOL

Server Application Runtime - Linux / Redhat

10 CU XTE

SCOPE OF WORK:

Replace all current HRMN servers and migrate from AIX Unix to Red Hat Linux (RHEL).

Following successful migration to production, the Micro Focus COBOL Compiler licenses for AIX will need to be removed from reference in Infor contract # 250000000623.

DELIVERABLES:

COBOL Compiler licenses for RHEL will be made available in the Infor customer support download center.

ACCEPTANCE CRITERIA:

Approval for server migration in production after successful dry run and integrated test cycles.

PROJECT CONTROL AND REPORTS:

Status reports will be submitted to the Agency by the Agency and DTMB leads throughout the life of this project. HRMN Manager and Integrated Test meetings will also be used to provide status, submit requests, and receive approvals.

SPECIFIC DEPARTMENT STANDARDS:

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

EXPENSES:

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

Version 2021-1 3 of 3

PROJECT CONTACTS:

The designated Agency Project Manager is:

Susan Wilmore Civil Service Commission Bureau of Data and Applications Support 3rd floor Capitol Commons Center 400 South Pine Street Lansing, MI 48909 517-643-2247 wilmores@michigan.gov

The designated DTMB Project Manager is:

Toby Pittman Department of Technology, Management and Budget Agency Services 3rd floor Capitol Commons Center 400 S Pine St Lansing, MI 48909 517-243-1788 pittmant@michigan.gov

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Civil Service Commission at the Capitol Commons Center, Lansing, MI, and remote.

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.

PROJECT PLAN:

The project plan will be a deliverable of this Statement of Work.

mailto:wilmores@michigan.gov mailto:pittmant@michigan.gov

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

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

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Human Resource, Benefits and Payroll (HRMN) Solution

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

April 23, 2025 April 22, 2030 5 - 12 Months April 22, 2030

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

13560 Morris Rd, St. 4100

Alpharetta 10 30004

Brendan Ori

(773) 875-4056 brendan.ori@infor.com

CV0004843

Infor (US), LLC.

C O

N

TR

A C

TO

R

Brandon Samuel

(517) 249-0439

DTMB

Various Various

SamuelB@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 1 to

Contract Number 250000000623

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$48,835,614.00 $0.00 $48,835,614.00

DESCRIPTION

Effective May 23, 2025, contract amended to correct Vendor Number from CV0004863 to CV0004843.

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

MCSC Susan Wilmore 517-643-2247 WilmoreS@michigan.gov

DTMB Jeremy Piggott 517-241-4010 piggottj@michigan.gov

DTMB Douglas Neil 517-219-2990 NeilD@michigan.gov

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 250000000623

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget

NOTICE OF CONTRACT

between

THE STATE OF MICHIGAN

and

13560 Morris Rd, St. 4100

Alpharetta Georgia 30004

Brendan Ori

(773) 875-4056 brendan.ori@infor.com

CV0004863

Infor (US), LLC.

C O

N

TR

A C

TO

R

Brandon Samuel

(517) 249-0439

DTMB

Multiple Multiple

SamuelB@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: Human Resource, Benefits and Payroll (HRMN) Solution

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

4/23/2025 4/22/2030 5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-card Payment Request (PRC) Other Yes No

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded on the basis of the State’s inquiry bearing the Invitation to Negotiate #240000000028. Orders for Delivery will be issued directly by the Departments through the issuance of a Delivery Order (DOIT1).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $48,835,614.00

N/ANet 45

C on tra ct

Ad m in is tra to r Pr og ra m M an ag er

ST

A

TE

NOTICE OF CONTRACT NO. 250000000623

INITIAL

AVAILABLE

OPTIONS

4/22/2030

MCSC Susan Wilmore 517- WilmoreS@michigan.gov

DTMB Jeremy Piggott piggottj@michigan.gov

DTMB Douglas Neil 517-219-2990 NeilD@michigan.gov

Program Managers for

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 Infor (US), LLC.

(“Contractor”), a Delaware Limited Liability Company. This Contract is effective on April 23, 2025 (“Effective Date”), and unless terminated, will expire on April 22, 2030 (the “Term”).

This Contract may be renewed for up to 5, additional 1-year period(s). After the initial Term, the Term may renew for successive Renewal Terms. If Contractor wishes to renew the Contract, at least 120 days prior to the expiration of the Term (or the Renewal Term), the State will receive a notification setting forth the Subscription Fee for the Renewal Term (“Notification Period”). If the State elects not to renew the Contract, the State will provide Contractor with at least 90 days’ notice prior to the expiration of the Contract term;

provided.

If the State accepts the proposed renewal it will do so by submitting a Change Notice to the Contractor for the signatures of the parties to extend the Term of this Contract.

Except as otherwise expressly set forth in this Contract, the Contract cannot be terminated prior to its expiration date.

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 – A-2 or Implementation Plan to determine whether the implementation of the Software and the Software itself meets the requirements of this Contract and the Documentation.

“Access” means (1) the ability and means to enter a restricted or locked area, room, or physical container containing State Data; or (2) the ability and means to communicate with or otherwise interact with a system, to use system resources to handle information, to gain the information or knowledge of the information the system contains, or to control system components and functions (including physical or technical controls, or having the ability to modify or bypass any or all security controls).

“Affiliate” means, with respect to Contractor, any entity that directly or through one or more intermediaries Controls, is Controlled by, or is under common Control with a party, where “Control” means the ownership of greater than 50% of such entity’s voting interests

“Authorized Users” means employees and contractors authorized by the State, including the Michigan Economic Development Corporation (MEDC) or other Legislatively created corporations at the mutual agreement of the parties, subject to the maximum number of users specified in the applicable Statement of Work or Schedule B

– Pricing Schedule.

“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 –A-1.

“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 the applicable Schedule A or subsequent Change Notices.

“Contractor” or “Infor” has the meaning set forth in the preamble, including all subcontractors, Permitted Subcontractors, and Affiliates.

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

“Contractor Hosted” means the Hosted Services and the Operating Environment 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 the applicable Schedule A or subsequent Change Notices to serve as the primary contact, 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.

“Data Protection Requirements” means any applicable laws, regulations, and other legal requirements relating to the processing of Personal Data as may be amended, supplemented or replaced from time to time

“Deliverables” means the online access to and use by the State and its Authorized Users of the Hosted Services, Support Services, and Documentation that Contractor is required to or otherwise does provide to the State under this Contract and otherwise in connection with any Software items, specifically identified as Deliverables in a Statement of Work – A-1.

“Digital Accessibility Standards” means conformity to WCAG 2.1 level AA, or any future requirement set forth in applicable federal law, rule, or regulation

“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.

“Extensions” means the use of standard Contractor system operating tools available to all customers using similar products to extend delivered Contractor processes, interfaces and reports.

“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.

“Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to permit unauthorized access to, or the destruction, disruption, disablement, encryption, modification, or copying, or otherwise harm or impede any (i) computer, software, firmware, data, hardware, system or network, or (ii) any application or function of any of the foregoing. Harmful code includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device that compromises the integrity, use or operation of any data Processed by Contractor or prevents the State or any Authorized User from accessing or using the Solution as intended by this Contract, except with respect to the State’s licensing restrictions for use of the Solution.

“Hosted Services” means the Contractor’s 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.

“IGS” means Infor Government Solutions SaaS.

“Implementation Plan” means the schedule included in a Statement of Work setting forth the scope, approach, Milestones, Deliverables, acceptance criteria, dates, and roles/responsibilities of the parties in the performance of Implementation Services under a Statement of Work – A-2.

“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 updates, enhancements or modifications to the then current, general release version , 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.

“Major Change” means a significant modification that is likely to affect the security state of the information system, or as otherwise may be identified as a Major or Significant Change in accordance with Contractor’s FedRAMP authorization, which formed the basis of the authorizing organization's decision to issue the authorization to the Contractor. Major Changes are reviewed by authorizing organizations as a significant change, as set forth in Schedule E of this Contract.

“Milestone” means an event or task described in the Implementation Plan under a Statement of Work –A-2 to be completed according to the project plan and schedule.

“Milestone Date” means the date by which a particular Milestone is tracked within the project plan and schedule as set forth in the Implementation Plan under a Statement of Work – A-2.

“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 may be set forth in the Statement of Work – A-1 or Pricing Schedule, and which may include such structural, functional and other features, conditions and components as, 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 or that will have Access to or have the ability to control access to State Data or both.

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

“Personal Data” means personal information that identifies and/or can be used to identify an individual, or as further defined by applicable data protection laws. Personal Data is a subset of State Data.

“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.

“Renewal Term” means any renewal term following expiration of the initial Term as set forth in the preamble and agreed to by the Parties via a Contract Change Notice.

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

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

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

“Site” means 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 – A-1 and Schedule B – Pricing Schedule, and any Third-Party Components or Maintenance Releases provided to the State and Configurations made by or for the State pursuant to this Contract, and all copies of the foregoing permitted under this Contract. Software includes Contractor’s Operating Environment.

“Solution” means the combination of Deliverables and Services singularly or in any combination thereof, as applicable, set forth in Statements of Work – A-1& A-2.

“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, Documentation, in a Statement of Work –A-1.

“State” or “Customer” means the State of Michigan.

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

“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 the applicable 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 and any incorporated exhibits entered into by the parties and incorporated into this Contract. The initial Statements of Work are attached as Schedule A-1, Software Statement of Work and Schedule A-2, Implementation Services Statement of Work. Subsequent Statement(s) of Work will be referred to as A-3, A-4, etc., and will be appended via Contract Change Notice.

“Stop Work Order” has the meaning set forth in Section 15.

“Subprocessor” means (i) Contractor Affiliates, and (ii) third parties engaged by Contractor or Contractor Affiliates, that process Personal Data in connection with the Hosted Services in accordance with this Contract

“Support Services” or “Support” 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.

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

“Testing Period” has the meaning set forth in Section 9.

“Third-Party Components” means all 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 Software Bill of Materials, which will be considered Contractor’s Confidential Information.

“Third Party Offerings” means products and services that are provided by third parties, interoperate with the Services if the State elects to use them, and are licensed by the State under such third parties’ own applicable license terms.

“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, metadata, or information in any format, medium, or form that is provided, placed into or collected, stored, Processed, entered or uploaded by or on behalf of the State and its Authorized Users into the Software or Hosted Services.

User Data is Confidential Information of the State.

“Work Product” means everything made or created by Contractor specifically and solely for the State and which is not generally available to Contactor’s other customers that Contractor is required to, or otherwise does, provide to the State under this Contract including but not limited to, application programming interfaces, computer scripts, reports, project management project documentation, 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. The parties agree that no Work Product will be made or created under this Contract and any such work is outside the scope of this Contract.

2. Duties of Contractor. Contractor will provide the Solution pursuant to Statement(s) of Work entered into under this Contract. Contractor will provide the Solution 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. Both parties acknowledge that time is of the essence with respect to each party’s obligations under each Statement of Work and agrees that prompt and timely performance of all material 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, including without limitation changes to the Solution or adding a new Statement of Work (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 30 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 part of the Solution;

(ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any addition or modification to the Solution;

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 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, or longer if agreed to by the parties, following the State’s response to a Change Proposal, the State may, in its discretion:

(i) require Contractor to perform or provide the Solution under the existing Statement of Work without the Change pending resolution of a Dispute Resolution process;

(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 Change Notice executed after the Effective Date will be 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, or in the event of a dispute related to the scope of the Change Notice, pending the resolution of the Dispute Resolution process. 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 Solution as described in this Contract are considered part of the Solution 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; should a dispute regarding the necessity of a Change Request arise, the dispute will be resolved through the Dispute Resolution process outlined in this Contract. Contractor will continue work through the pendency of the Dispute Resolution process.

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) require Contractor Personnel to execute written confidentiality agreements that are at least as protective of the State’s information (including all Confidential Information) as those contained in this Contract;

and

(iii) Contractor performs background checks on all Contractor Personnel upon their hiring, the scope of which will be set forth in the Statement of Work. If the State requires additional background checks on Contractor Personnel performing Implementation Services, Contractor will have its third party vendor provide mutually agreed to additional background screenings, subject to applicable law and locally available criteria and at State’s expense.

(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 reasonably 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;

or

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

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

(iv) for reasons beyond the reasonable control of Contractor, including but not limited to, illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Project Manager’s employment.

(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, not to be unreasonably withheld. 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 but not limited to, 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 may interfere with the timely and proper completion of this Contract, to the potential 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. For Implementation or other professional services, 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 involving Access to State Data. For the FedRamp Authorized third party Hosting Environment, Contractor must provide written notice to the State of all such Permitted Subcontractors at the time of Contract execution and in the event of any Major Change. 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 the Solution, will be deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees;

(b) be responsible for all fees and expenses payable to, by or on behalf of each subcontractor and 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

(c) notify the State of the location of the Permitted Subcontractor and indicate if it is located within the 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 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. The parties may subsequently designate changes to this Section 3 by providing written notice to the other party, which will subsequently be incorporated into this Contract via a Contract Change as set forth in Section 2, above.

If to State: If to Contractor:

Brandon Samuel Elliott-Larsen Building, 320 S Walnut St Lansing, MI 48933 SamuelB@michigan.gov 517-249-0439

Infor (US), LLC Attention: General Counsel Address: 133 Peachtree Street NE, 24th Floor Atlanta, GA 30303 Email: legalnotices@infor.com Phone: 678-319-8000

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

5. Terms of Use of the Software.

5.1 Subscription.

(a) During the Term and such additional periods, if any, the State may:

(i) access and use the Software, subject to this Contract and the applicable User Restrictions herein, in Contractor’s Operating Environment, including in operation with other software, hardware, systems, networks and services, for the State’s governmental purposes, including for Processing State Data solely for the internal operations of the State (which may be accessed from outside of State networks) and Authorized Users. ;

(ii) generate, print, copy, upload, download, store and otherwise Process all GUI, audio, visual, digital and other output, displays and other content as may result from any access to or use of the Software;

(iii) reproduce, print, download and use a reasonable number of copies of the Specifications and Documentation for any use of the Software under this Contract pursuant to a non-exclusive, non-transferable license (without the right to sublease or sublicense) provided by Contractor for the internal operations of the State in accordance with this Contract. Authorized Users must not delete or alter any Intellectual Property Rights notice(s) placed in the Documentation or Specifications in any such copies and

(iv) Provided the State remains in compliance with the license restrictions per the license definitions shown in the Pricing Schedule, access and use the Software for all such non-production uses and applications as may be necessary or useful for the effective use of the Software hereunder, including for purposes of analysis, development, configuration, integration, testing, training, maintenance, support and repair, which access and use will be with charge.

5.2 Restrictions. The State will not: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Software available to any third party, except as expressly permitted by this Contract or in Statement of Work –A-1; or (b) use or authorize the use of the Software or Documentation in any manner or for any purpose that is unlawful under applicable Law; c) attempt, cause or permit the reverse engineering, disassembly or de-compilation of the Software, Services, Deliverable or Solution; (d) use the Solution to provide service bureau services to, or to otherwise provide data processing services for the benefit of, third parties; (e) allow the Solution or Documentation to be used by, or disclose all or any part of the Solution or Documentation (except as required by law) to, any person except Authorized Users; (f) remove or alter any Intellectual Property Rights notice(s) embedded in, or that Contractor otherwise provides with, the Solution or Documentation; (g) violate or circumvent any restrictions specified in this Contract or technological restrictions in the Solution; or (h) providing State Data or State Material that intentionally violates third party rights.

5.3 Export Restrictions. The State acknowledges the Solution, Services, Software and Deliverables are subject to U.S. export control laws and other applicable export and import laws. Authorized Users will not export, reexport, transfer, or use the Solution in violation of applicable export or import laws, economic sanctions laws, or other applicable laws.

5.4 Hosted Services

a) User Accounts. The State shall ensure unique UserIDs and passwords are assigned to each Authorized User and Contractor is not responsible for managing such UserIDs and passwords. The State is responsible for all activities undertaken with UserIDs registered on the State’s account. The State will promptly notify Contractor of any unauthorized use of UserIDs.

b) Connectivity. Contractor is not responsible for ensuring latency and available bandwidth from Authorized Users’ devices to Contractor’s hosted routers are adequate to meet the State’s desired level of performance. Contractor is not responsible for securing connectivity to Contractor’s environment, including securing VPN connectivity for single tenant environments.

c) Configurations and Customizations. Customizations are not permitted. The State owns all right, title and interest to the State created Configurations using Hosted Services. Further, the State understands Contractor, its service partners, and customers have created, and will continue to create, Configurations similar to the State created Configurations, and so the State grants Contractor, its Affiliates, their customers, and Contractor’s service partners, a nonexclusive, transferable, irrevocable, perpetual, worldwide, royalty-free license to host, copy, use, distribute, modify and create derivative works of Configurations.

d) Reservation of Rights. Subject to the limited rights expressly granted by this Contract, Contractor and its third party licensors reserve all of their right, title and interest in and to the Hosted Services and Software.

e) Abrogation of Support Services. Contractor has no Support Service obligations to the extent caused by (i) any Third Party Offerings; or (ii) issues resulting from or arising out of professional services performed other than by Contractor.

5.5 Fees. The State will pay Contractor the corresponding Fees set forth in a Statement of Work or Pricing Schedule for all Authorized Users access and use of the Software.

After the initial Term and Option Years, Fees are subject to annual adjustment. Renewal Fees for Software access are due prior to the commencement of the Renewal Term.

Such Fees will be Contractor’s sole and exclusive remedy for use of the Software.

5.6 Usage check. To the extent that a License granted to the State is not unlimited, Contractor will check usage of the State regarding use of the Software for the sole purpose of verifying compliance with this Section. Upon request from the State, Contractor will provide reasonable evidence of over usage. To the extent that the State contracts for a Customer Success Manager, or their equivalent, will provide status updates with respect to the State’s usage during their regularly scheduled meetings.

Contractor may invoice the State for any unlicensed use (and related support) pursuant to any valid price option then in effect under the terms of this Contract at the rates set forth in Schedule B or, if no valid price option is in effect, Contractor's then current rates for such usage. The unpaid license and support fees shall be payable in accordance with the terms of the Contract. Payment under this provision shall be Contractor’s sole and exclusive remedy to cure these issues.

5.7 State License Grant to Contractor. The State hereby grants to Contractor a limited, non-exclusive, non- transferable license (i) to use the State's (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos, solely in accordance with the State’s specifications, and (ii) to display, reproduce, distribute and transmit in digital form the State’s (or individual agency’s, department’s or division’s) name, trademarks, service marks or logos in connection with promotion of the Services as communicated to…