260000000376.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

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 260000000376

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Deloitte Consulting LLP

106 W. Allegan Street, Suite 400

Lansing Michigan 48933

Hariharan Murthy

646-300-4550 hamurthy@deloitte.com

CV0001354

ST

A

TE

Pr og ra m

M an ag er

Multiple Multiple

C on tra ct

Ad m in is tra to r Najla Mamou DTMB

517-897-4594

MamouN1@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: Comprehensive Child Welfare Information System (CCWIS)

INITIAL EFFECTIVE DATE

4/1/2026

INITIAL EXPIRATION DATE

12/31/2029

INITIAL

AVAILABLE

OPTIONS

7 - 1 Year

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

12/31/2029

PAYMENT TERMS

N/A

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-card Payment Request (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

Contract awarded from RFP 230000001040 per NIA1 260000000245.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $48,233,268.34

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

MDHHS Heather Williams 517-231-8089 WilliamsH7@michigan.gov

DTMB Lina Alarie 517-881-1198 AlarieL1@michigan.gov

CONTRACT NO. 260000000376

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name and Title

DTMB Central Procurement Services Agency

Date

IT PROFESSIONAL SERVICES CONTRACT TERMS

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”) is agreed to between the State of Michigan (the “State”) and Deloitte Consulting LLP (“Contractor”), a Delaware limited liability partnership. This Contract is effective on 4/1/2026 (“Effective Date”), and unless terminated, expires on 12/31/2029 (the “Term”).

This Contract may be renewed for up to seven (7) additional one (1) year periods. Renewal must be by written notice from the State and will automatically extend the Term of this Contract.

The parties agree as follows:

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

“Acceptance” means the State’s written notice accepting or approving one or more Services or Deliverables.

“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.

“Change” has the meaning set forth in Section 3.i.

“Change Notice” has the meaning set forth in Section 3.i.ii.

“Change Proposal” has the meaning set forth in Section 3.i.i.

“Change Request” has the meaning set forth in Section 3.i.

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

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

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) approve any Change Notices under this Contract. Each party’s Contract Administrator will be identified in Section 5.

“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 Deliverable” means works of authorship, materials, information, and other intellectual property that Contractor or its subcontractors create for delivery to the State as a result of the Services, including Contractor Pre-Existing Work, Work Product, Software Work Product, as well as Open Source Components and/or Third Party Components acquired by Contractor for inclusion therein and/or Open Source Components and/or Third Party Components specifically requested by the Contractor and acquired by the State for Contractor’s inclusion therein.

“Contractor Personnel” means all employees of Contractor or subcontractors involved in the performance of Services and creation of Deliverables under this Contract.

“Contractor Pre-Existing Works” means any software, documentation, technology, materials, designs, or other intellectual property of Contractor, that was owned prior to the Effective Date of this Contract, or owned independently of the Contract, and not specifically created for the State under this Contract.

“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, 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.

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

“Digital Accessibility Standards” means the accessibility standards provided in the State of Michigan (SOM) Digital Standards, located at https://www.michigan.gov/standards.

“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.

“FERPA” means the Federal Education Rights and Privacy Act (”FERPA”), 20 U.S.C. § 1232g, including 34 C.F.R. part 99, and any other applicable rules and regulations.

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

“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 Services and/or the Deliverables to be accessed or used 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.

“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 https://www.michigan.gov/standards 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 this Contract or the Statement of Work.

“Object Code” means computer programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and useable by machines, but not generally readable by humans without reverse assembly, reverse compiling, or reverse engineering.

“Offshore Resources” means resources, including Contractor Personnel, outside of the United States or its territories.

“Open-Source Components” means any software component that is subject to any open-source license agreement, but excluding any copyleft license agreements.

“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” has the meaning set forth in Section 3.h.

“Pre-Existing Works” means any software, documentation, technology, materials, designs, or other intellectual property, including Contractor Pre-Existing Works, Third-Party Components or Open Source Components, that were developed or acquired prior to the Effective Date of this Contract, or developed or acquired independently of the Contract, and not specifically created for the State under this Contract. These works may be proprietary to the Contractor or Third-Party Components and Open-Source Components licensed under separate terms.

“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 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.

“Software” means collectively, (a) the State’s software applications, and systems described in a Statement of Work and/or elsewhere in this Contract; (b) all Software Deliverables that Contractor provides to the State under this Contract; and (c) all updates, patches, new versions, new releases, enhancements, improvements, and other modifications of the foregoing.

“Software Deliverable” means any Software Work Product and/or software-related Contractor Deliverables approved by the State and provided under this Contract.

“Software Work Product” means all software, applications, computer programs, modules and systems, including but not limited to customizations, configurations, application programming interfaces, computer scripts, routines, macros, and user interfaces, that Contractor develops, or creates, for delivery to the State as Work Product 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.

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

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

“State Materials” means all materials and information, including but not limited to documents, data, know-how, ideas, trademarks, methodologies, specifications, software, 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, whether or not the same: (a) are owned by the State, a third party or in the public domain; or (b) qualify for or are protected by any Intellectual Property Rights.

“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.

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

“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 13.

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

“Third-Party Components” means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, content, and technology, in any form or media, in which any Person other than the State or Contractor owns any Intellectual Property Right, but excluding Open-Source Components.

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

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

“Unauthorized Removal” has the meaning set forth in Section 3.g.i.

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

“User Data” means all data, queries, prompts, information and other content of any type and in any forma, 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 user, device, system or network by or on behalf of the State, including any and all works, inventions, data, analyses, information that identifies State or State’s intended users’ devices or equipment, location information, and other information and materials resulting from any use of the Software or tools and applications used by the Contractor by or on behalf of the State under this Contract, even if not by a user.

“Warranty Period” means 120 days following the “go live” date set forth in the Statement of Work.

“Work Product” means all State-specific deliverables that Contractor is required to provide to the State under this Contract including but not limited to Software Work Product, reports, project management documents, forms, templates, and other State-specific documents and related materials together with all ideas, concepts, processes, and methodologies developed by Contractor pursuant to this Contract.

2. Statement of Work. Contractor will provide the Services and Deliverables pursuant to

Statements of Work, entered into under this Contract. The terms and conditions of this Contract will apply at all times to the Statement of Work. The State shall have the right to terminate any Statement of Work, in whole or in part, as set forth in Sections 14 and 15 of this Contract.

Contractor agrees that prompt and timely performance of all such obligations in accordance with this Contract (including the Implementation Plan and all Milestone Dates) is strictly required.

3. Performance of Services and Provision of Deliverables.

a. Performance of Services. Contractor represents and warrants that its Services hereunder shall be performed by competent personnel and shall be of professional quality consistent with generally accepted industry standards for the performance of such services and shall comply in all material respects with the requirements of this Contract and the specifications set forth in any Statement of Work and the Service Level Agreement. For any breach of this warranty, the State may, at its option, either terminate the applicable Statement of Work pursuant to the termination provision herein or require Contractor to provide replacement personnel to the State within thirty (30) calendar days of Contractor’s receipt of notification from the State. Whether or not the departing Contractor Personnel are to continue working while Contractor attempts to find replacement personnel is at the sole discretion of the State. If Contractor is notified within the first eight (8) hours of assignment that the person is unsatisfactory, Contractor will not charge the State for those hours; otherwise, the State shall pay for all actual hours worked prior to the State’s notification of a replacement request to Contractor.

b. Provision of Deliverables.

i. Delivery.

1. Contractor must deliver all Deliverables to the State in all applicable forms or formats required by the State.

2. Contractor will deliver all Software Deliverables to the State in both Object Code and Source Code form.

ii. Source Code. In addition, at any time during the Term, within 1 Business Day of the State’s written request, Contractor will provide to the State, in a format and manner specified by the State, a copy of the most recent version of the Source Code for the Software and/or Software Deliverable(s), as applicable, identified by the State in the request.

iii. Deliverables Limitation. Contractor will not include in any Deliverables or otherwise provide any Pre-Existing Works, except for Pre-Existing Works that are, prior to inclusion or use identified in writing as Pre-Existing Works, include, as applicable, the version number, source, supply chain relationships, libraries, and dependencies of each work, and such works have been: 1) included in a Statement of Work or other Schedule under this Contract; or 2) approved in writing by the State’s Program Manager (or designee); and 2) if applicable, included in a Software Bill of Materials

(SBOM).

iv. Support. Contractor will provide support Services for the Software pursuant to Schedule D - Service Level Agreement attached to this Contract.

c. Accessibility Requirements.

i. All Deliverables created or provided by Contractor under this Contract, including associated content and documentation, must at all times conform to the Digital Accessibility Standards. Throughout the Term of the Contract, at no additional costs to the State, Contractor must:

1. comply with plans and timelines approved in writing by the State to remediate issues and achieve conformance with the Digital Accessibility Standards in the event of any deficiencies.

2. promptly respond to and resolve, in a manner acceptable to the State, any complaint the State receives regarding the accessibility of any Deliverable;

3. upon the State’s written request, provide Deliverables in one or more alternative formats and within timeframes specified by the State; and

4. ensure that no changes to any Deliverables will have any adverse effect on conformance to the Digital Accessibility Standards.

ii. State of Michigan Digital Standards Review. Prior to Deliverables being accepted, put into production, or as otherwise required by the State, the State may conduct a Digital Standards Review to assess accessibility and compliance of Deliverables with the Digital Accessibility Standards.

Contractor must assist the State with each such review, including submitting documentation or other information regarding accessibility and compliance with the Digital Accessibility Standards. Contractor must, at its sole cost and expense, remediate all issues resulting from such review in a manner and timeframe accepted in writing by the State, which may include providing a remediation status report, assisting with updates to the PAT, and a reassessment of accessibility.

iii. Warranty. Contractor warrants that all conformance claims regarding conformance to the Digital Accessibility Standards made by Contractor pursuant to this Contract, including all information provided in any PAT Contractor provides to the State, are true and correct. If the State determines such conformance claims provided by the Contractor represent a higher level of conformance than what is actually provided to the State, Contractor will, at its sole cost and expense, promptly remediate its Software to align with Contractor’s stated conformance claims in accordance with plans and timelines as mutually agreed upon and that are approved in writing by the State. If Contractor is unable to resolve such issues in a manner acceptable to the State, in addition to all other remedies available to the State, the State may terminate this Contract for cause under Section 14.

d. Contractor Personnel

i. Contractor is solely responsible for all Contractor Personnel. The State is not responsible for the payment of compensation to any Contractor Personnel, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

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

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

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

3. ensure such Contractor Personnel have no Intellectual Property Rights that prevent the Contractor from providing the State with the rights and licenses set forth in Section 8; and

4. upon request, or as otherwise specified in a Statement of Work, perform background checks on all Contractor Personnel prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks on Contractor Personnel. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and subcontractor employees, who may have access to any database or information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information.

Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018.

iii. 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.

iv. The State reserves the right to require the removal of any Contractor Personnel found, in the judgment of the State, to be unacceptable.

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

e. Contractor 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.

i. Contractor Project Manager must:

1. have the request authority, and necessary skill, experience, and qualifications, to perform in such capacity;

2. be responsible for overall management and supervision of Contractor’s performance under this Contract; and

3. 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.

ii. Contractor Project Manager must be available as set forth in a Statement of Work and attend all regularly scheduled meetings as set forth in a Statement of Work or as otherwise directed by the State.

iii. Contractor will maintain the same Contractor Project Manager throughout the Term of this Contract, unless:

1. the State requests in writing the removal of Contractor Project Manager;

2. the State consents in writing to any removal requested by Contractor in writing; and

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

iv. Upon the occurrence of any event set forth in Sections 3(e)(iii)(1-3) above, Contractor will promptly replace its Contractor Project Manager. Such replacement will be subject to the State’s prior written approval.

f. Contractor’s Key Personnel

i. The State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, introduce the individual to the State’s Project 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, Contractor must propose another qualified individual for the position for State approval.

g. Unauthorized Removal

i. Contractor will not remove any Contractor Key Personnel from their assigned roles on this Contract without 30 days prior written notification to the State which must include a plan for transitioning to a new resource including knowledge transfer. Contractor must replace the individual with an individual of equal or greater qualifications. The Contractor’s removal of Contractor Key Personnel without the prior written notice to the State and, when applicable the prior written consent of the State, is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Contractor Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Contractors Personnel’s employment. Any Unauthorized Removal of Key Personnel may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under Section 14.

ii. It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result of any Unauthorized Removal. Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Section 14, Contractor will issue to the State the corresponding credits set forth below as the State’s exclusive monetary remedy (each, an “Unauthorized Removal Credit”):

1. Unauthorized Removal of Key Personnel:

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

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

2. Contractor’s aggregate liability for all Unauthorized Removal Credits assessed under the Statement of Work shall not exceed $250,000, which will be the State’s exclusive monetary remedy for Unauthorized Removals.

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

h. Subcontractors. Contractor will not, without the prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, engage any third party to perform Services or provide Deliverables. The State’s approval of any such third party (each approved third party, a “Permitted Subcontractor”) does not relieve Contractor of its representations, warranties or obligations under this Contract. Without limiting the foregoing, Contractor will:

i. be responsible and liable for the acts and omissions of each such Permitted Subcontractor ) to the same extent as if such acts or omissions were by Contractor or its employees;

ii. upon request of the State, name the State a third-party beneficiary under Contractor’s contract with each Subcontractor with respect to the Services and Deliverables;

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

iv. prior to the provision of Services or creation of Deliverables by any subcontractor, if requested by the State:

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

and

2. with respect to all Permitted Subcontractor employees providing Services or Deliverables, comply with its obligations under Section 3.d above.

i. Change Control Process. The State may at any time request in writing (each, a

“Change Request”) changes to a Statement of Work, including changes to the Services and Deliverables (each, a “Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 3.i.

i. As soon as reasonably practicable, and in any case within twenty (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:

1. a written description of the proposed Changes to any Services or Deliverables;

2. an amended implementation plan reflecting: (A) the schedule for commencing and completing any additional or modified Services or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services or Deliverables;

3. any additional resources Contractor deems necessary to carry out such Changes; and

4. 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.

ii. Within thirty (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, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to the Statement of Work to which it relates; and

iii. If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, either party may initiate a dispute as set forth in Section 34. If the parties fail to enter into a Change Notice even after completion of the dispute resolution process, the State may, in its discretion:

1. require Contractor to perform the Services under the Statement of Work without the Change;

2. require Contractor to continue to negotiate a Change Notice;

3. initiate a dispute resolution pursuant to the Dispute Resolution section under this Contract; or

4. notwithstanding any provision to the contrary in the Statement of Work, terminate this Contract for cause.

iv. No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with the Statement of Work pending negotiation and execution of a 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.

v. The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change.

This includes the delivery of all Deliverables in accordance with their respective specifications, and the diagnosis and correction of non-conformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements under this Contract.

vi. 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.

(j) Offshore Resources are not permitted under this Contract.

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

If to State: If to Contractor:

Najla Mamou 320 S Walnut, Lansing MI 48933 MamouN1@michigan.gov 517-897-4594

Hariharan Murthy, Managing Director Deloitte Consulting LLP 106 W. Allegan Street, suite 400 hamurthy@deloitte.com 646-300-4550

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

State: Contractor:

Najla Mamou 320 S Walnut, Lansing MI 48933 MamouN1@michigan.gov 517-897-4594

Hariharan Murthy, Managing Director Deloitte Consulting LLP 106 W. Allegan Street, Suite 400 Lansing, MI 48933 hamurthy@deloitte.com 646-300-4550 mailto:MamouN1@michigan.gov mailto:hamurthy@deloitte.com mailto:MamouN1@michigan.gov mailto:hamurthy@deloitte.com

6. RESERVED.

7. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor.

8. Intellectual Property Rights and Licenses.

a. State Materials.

1. The State will remain the sole and exclusive owners of all right, title, and interest in and to State Materials, including all Intellectual Property Rights therein. Contractor will have no right or license to, and will not, use any State Materials except solely during the Term of this Contract for which they are provided to the extent necessary to perform the Services and provide the Deliverables to the State. All other rights in and to the State Materials are expressly reserved by the State.

2. The State hereby grants to Contractor the limited, royalty-free, non-exclusive right and license to State Materials solely as necessary to incorporate such State Materials into, or otherwise use such State Materials in connection with provision of Services and creating the Deliverables. The term of such license will commence upon the State’s delivery of the State Materials to Contractor. Subject to the foregoing license, the State reserves all rights in the State Materials.

All State Materials are considered Confidential Information of the State.

b. State Ownership of Software Work Product and Work Product. The State is and will be the sole and exclusive owner of all right, title, and interest in and to all Software Work Product and Work Product, including all Intellectual Property Rights. In furtherance of the foregoing:

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

2. To the extent any Software Work Product and/or Work Product and its related intellectual property do not qualify as, or otherwise fails to be, work made for hire, Contractor hereby:

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

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

c. Further Actions. Contractor will, and will cause the Contractor Personnel to, take all appropriate action and execute and deliver all documents, necessary or reasonably requested by the State to effectuate any of the provisions or purposes of Section 8.b, or otherwise as may be necessary or useful for the State to prosecute, register, perfect, record, or enforce its rights in or to any Software Work Product and/or Work Product or any Intellectual Property Right therein.

d. Pre-Existing Works. Ownership of all Pre-Existing Works, including all Intellectual Property Rights therein, is and will remain with its respective owners, subject to the following licenses.

1. Open-Source Components and Third-Party Components Licenses.

A Deliverable may incorporate Open-Source Components or Third- Party Components (“Components”) that are acquired by the State.

These Components are not proprietary to Contractor and are not licensed, sold, or otherwise transferrable under this Agreement by Contractor. To the extent any such Components are incorporated into a Deliverable, any use, modification, or distribution of such Components is subject to the applicable license terms. The Contractor shall only include such Components pursuant to the limitations in Section 3.b.iii. above.

2. Contractor Pre-Existing Work License.

a. Contractor is and will remain the sole and exclusive owner of all right, title, and interest in and to Contractor Pre-Existing Works, including all Intellectual Property Rights therein, subject to the following Contractor Pre-Existing Works License.

b. Contractor Pre-Existing Works License. Contractor hereby grants to the State such rights and licenses with respect to the Contractor Pre-Existing Work included in a Deliverable that will allow the State to use and otherwise exploit perpetually throughout the universe for all or any purposes whatsoever Contractor Pre-Existing Works included in Deliverables, to the same extent as if the State owned the Contractor Pre-Existing Works, without incurring any fees or costs to Contractor (other than the Fees set forth under this Contract) or any other Person in respect of the Contractor Pre-Existing Works. In furtherance of the foregoing, such rights and licenses will:

i. be irrevocable, perpetual, fully paid-up and royalty-free;

ii. include the rights to use, reproduce, perform (publicly or otherwise), display (publicly or otherwise), modify, improve, create derivative works of, distribute, import, make, have made, sell and offer to sell Contractor Pre-Existing Works included in a Deliverable, including all such modifications, improvements and derivative works thereof, solely as part of, or as necessary to use and exploit, the Deliverable; and

iii. be freely assignable and sublicensable, in each case solely in connection with the assignment or licensing of the Contractor Pre-Existing Works included in Deliverables or any portion, modification, or derivative work thereof, and only to the extent necessary to allow the assignee or sublicensee, as the case may be, to use and exploit Contractor Pre- Existing Work included in Deliverables or portion, modification, improvement, or derivative work thereof.

c. For clarity, this license grant does not give the State the right to extract Contractor Pre-Existing Works from the Deliverable in order to use Contractor Pre-Existing Works independent of the Deliverable. Nothing in the Contract will be construed to transfer ownership of any Contractor Pre- Existing Works to the State.

3. Contractor represents and warrants that it owns all Contractor Pre- Existing Works.

9. Assignment. Contractor may not assign this Contract to any of its rights or delegate any of its duties or obligations hereunder, voluntarily, or involuntarily, whether by merger (regardless of whether it is the surviving or disappearing entity), conversion, consolidation, dissolution, or operation of law to any other party without the prior written approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other governmental entity if such assignment is made reasonably necessary by operation of controlling law or regulation. If the State determines that a novation of the Contract to a State government third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

10. Change of Control. Contractor will notify the State, within 30 days of any public announcement, or otherwise once legally permitted to do so, of a change in control. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions;

(f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

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

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

Within 10 Business Days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Services or Deliverables, Contractor must cure, at no additional cost, the deficiency and deliver acceptable Services or Deliverables to the State. If acceptance with deficiencies or rejection of the Services or Deliverables impacts the content or delivery of other non-completed Services or Deliverables, the parties must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the Statement of Work in whole or in part.

12. Terms of Payment. Invoices must conform to the requirements set forth in the Statement of Work. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Services and Deliverables performed as specified in this Contract. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services and Deliverables purchased under this Contract are for the State’s exclusive use. Notwithstanding the foregoing, all prices are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

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

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

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

Throughout the Term, all Pricing set forth in this Contract will be as set forth in Schedule B- Pricing Schedule and will not be increased.

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

The parties will agree upon an equitable adjustment through the Change Control Process to (i) extend the milestone dates under the Statement of Work, and (ii) adjust Contractor Personnel staffing requirements, if as a result of the Stop Work Order, Contractor is unable to timely meet all or any remaining milestones under the Statement of Work or its staffing of the project is affected by such Stop Work Order. Notwithstanding anything contained in this Section, Contractor shall use its commercially reasonable efforts to meet the milestone dates specified in the Statement of Work without any extension. After the stop work period has ended and when Services have commenced, 60 days will be required to establish a baselining period in order to reset and/or reconfirm service level metrics. No Service Level Credits will apply during this period.

14. Termination for Cause. The State may terminate this Contract for cause, in whole or in part

(including individual Statements of Work), if Contractor: (a) endangers the value,…