7700141.pdf

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

Michigan Statewide Automated Child Welfare System (MISACWIS) Maintenance and Support

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

July 10, 2017 July 9, 2022 3 - 12 Months July 9, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

7160 Riverwood Drive

Columbia MD 21046

Christopher Cox

317-654-4232 christopher.cox@conduent.com

CV0001936

Conduent State and Local Solutions, Inc.

C O

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Kristine Mills

517-242-6402

DTMB

Various Various millsk11@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 7

Contract Number MA071B7700141C to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

12 Months 2 Years July 9, 2027

$57,283,241.06 $19,821,775.27 $77,105,016.33

DESCRIPTION

Effective 4/22/2025, this Contract is hereby amended as follows:

1. The Contract is extended to include an additional 2 base years with 2, 1-year options and is increased by $19,821,775.27. The revised contract expiration date is 07/09/2027.

2. The Contractor Staff table from Change Notice 5 is hereby deleted and replaced with the attached revised Contractor Staff Table.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on 4/22/2025.

AGENCY NAME PHONE EMAIL

MDHHS Jennifer Boose 517-897-5959 boosej@michigan.gov

DTMB Lina Alarie AlarieL1@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 7 TO CONTRACT NO. MA071B7700141C

Change Notice No. 7 to Contract No. 071B7700141

Revised Contractor Staff Table:

* Denote staff considered Key Personnel

All Hourly Rates set forth above are subject to a 2% annual increase aligned with the Contract start date as identified in the table above.

Role Year 9 Year 10 Year 11 Year 12

*Application Development Manager (Scrum Master) $ 175.67 $ 179.18 $ 182.76 $ 186.42

*Testing Manager $ 158.11 $ 161.27 $ 164.50 $ 167.79

*Senior Technical Business Analyst $ 134.69 $ 137.38 $ 140.13 $ 142.93

*Senior Java Developer $ 120.63 $ 123.04 $ 125.50 $ 128.01

*System Architect $ 180.07 $ 183.67 $ 187.34 $ 191.09

*DBA $ 128.84 $ 131.42 $ 134.05 $ 136.73

Java Programmer Analyst $ 117.12 $ 119.46 $ 121.85 $ 124.29

Crystal Reports Developer $ 105.42 $ 107.53 $ 109.68 $ 111.87

Quality Assurance Testing Analyst $ 74.95 $ 76.45 $ 77.98 $ 79.54

Training Specialists $ 93.70 $ 95.57 $ 97.48 $ 99.43

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 6 to

Contract Number 071B7700141

Various

Jillian Yeates christopher.cox@conduent.com

Christopher Cox

Columbia, MD 21046

CONDUENT STATE & LOCAL SOLUTIONS, INC.

CV0001936

317-654-4232

7160 Riverwood Drive

(517) 275-1131 S

T A

T E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

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N T R A C T O

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DTMB

yeatesj@michigan.gov

$50,406,958.66

July 10, 2017 July 9, 2024

MAINTENANCE AND SUPPORT OF THE MICHIGAN STATEWIDE

July 9, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 1 ☐ July 9, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$6,876,282.40 $57,283,241.06

Effective March 26, 2024, this Contract is hereby exercising the final option year and added funding in the amount of $6,876,282.40. The revised Contract Expiration date is July 9, 2025.

Please note, the DTMB Program Manager has been updated to Rick Manning and the MDHHS Program Manager has been updated to Jennifer Boose.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on March 26, 2024.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

MDHHS

Program Managers for

CHANGE NOTICE NO. 6 TO CONTRACT NO. 071B7700141

Rick Manning 517-242-2693 ManningR@michigan.govDTMB

Jennifer Boose 517-897-5959 boosej@michigan.govMDHHS

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 5 to

Contract Number 071B7700141

Various

Jillian Yeates christopher.cox@conduent.com

Christopher Cox

Columbia, MD 21046

CONDUENT STATE & LOCAL SOLUTIONS, INC.

CV0001936

317-654-4232

7160 Riverwood Drive

(517) 275-1131 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

yeatesj@michigan.gov

$50,406,958.66

July 10, 2017 July 9, 2024

MAINTENANCE AND SUPPORT OF THE MICHIGAN STATEWIDE

July 9, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $50,406,958.66

Effective September 1, 2023, this Contract is hereby amended as follows:

1. The not-to-exceed limits per individual IT Classification that were established via Change Notice 1 are hereby removed and replaced with a total headcount not-to-exceed limit of 45 contractors, and a total not-to-exceed value of $9,106,779.97 for Option Year 7 and $9,288,915.57 for Option Year 8.

2. The Contractor Staff table from Change Notice 1 is here by deleted and replaced with the attached revised Contractor Staff Table.

Please note, the Contractor's contact has been updated to Christopher Cox.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

MULTI

Program Managers for

CHANGE NOTICE NO. 5 TO CONTRACT NO. 071B7700141

Judy Odett 517-241-5187 OdettJ@michigan.govDTMB

Jennifer Tate 517-897-5959 tatej6@michigan.govMDHHS

Change Notice No. 5 to Contract No. 071B7700141

Revised Contractor Staff Table:

IT Classification

Not to Exceed Staff Counts

Option Year 7 Rates

Option Year 8 Rates

* Application Development Manager (Scrum Master) N/A 168.85 172.23

* Testing Manager N/A 151.97 155.01

* Senior Technical Business Analyst N/A 129.46 132.05

* Senior Java Developer N/A 115.94 118.26

* Systems Architect N/A 173.08 176.54

* Database Administrator (DBA) N/A 123.83 126.31 Java Programmer Analyst N/A 112.57 114.82 Crystal Reports and PL/SQL Developer N/A 101.32 103.35 Quality Assurance Testing Analyst N/A 72.04 73.48 Training Specialists N/A 90.06 91.86

* Denote staff considered Key Personnel

All Hourly Rates set forth above are subject to a 2% annual increase aligned with the Contract start date as identified in the table above.

STA

TE

STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number 071B7700141

MAINTENANCE AND SUPPORT OF THE MICHIGAN STATEWIDE

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

July 10, 2017 July 9, 2022 3 - 1 Year July 9, 2022

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 1 Year ☐ July 9, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$41,478,743.00 $8,928,215.66 $50,406,958.66

DESCRIPTION

Effective 4/26/2022, one (1) option year is being exercised. The revised contract expiration date is 7/9/2023. The cost of this option year is $8,928,215.66.

Please note the contract administrator for Conduent State & Local Solutions, Inc. has been changed to Madhan Durai.

All other terms, conditions, and specifications remain the same. Per DTMB contractor (request/proposal) and agency (request) agreement, DTMB Procurement approval, and State Administrative Board Approval on 4/26/22.

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CONDUENT STATE & LOCAL SOLUTIONS, INC.

7160 Riverwood Drive

Columbia, MD 21046

Madhan Durai

240-772-2196

Madhan.Durai@conduent.com

CV0001936

P ro g ram anag er

Judy Odett DTMB

517-241-5187

OdettJ@michigan.gov C o n tract

A d m in istrato r Jennifer May DTMB

517-242-6664 mayj7@michigan.gov mailto:OdettJ@michigan.gov mailto:mayj7@michigan.gov

CHANGE NOTICE NO. 3 TO CONTRACT NO. 071B7700141

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB Judy Odett 517-241-5187 OdettJ@michigan.gov MDHHS Kim Chapin 517-284-9655 ChapinK@michigan.gov mailto:ChapinK@michigan.gov

S T A

E

CONDUENT STATE & LOCAL SOLUTIONS, INC.

6800 Deerpath Road

Elkridge, Maryland 21075

Kim Ringold

410-540-8568

Kim.Ringold@conduent.com

CV0001936

g n a g e r

Judy Odett DTMB

517-241-5187

OdettJ@michigan.gov C o n tra ct

A d m in istra to r

Jennifer May DTMB

517-242-6664 mayj7@michigan.gov

Department of Technology, Management, and Budget

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

Contract Number 071B7700141

MAINTENANCE AND SUPPORT OF THE MICHIGAN STATEWIDE

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

July 10, 2017 July 9, 2022 3 - 1 Year July 9, 2022

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ July 9, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$41,647,008.00 ($168,265.00) $41,478,743.00

DESCRIPTION

Effective 7/1/2020, pricing on this contract is hereby decreased by $168,265.00, per the attached, revised pricing table. This decrease is a result of agreement to waive the planned increase of 2% for year 4.

Please note the contract administrator for the State has been changed to Jennifer May and the contract administrator for Conduent State & Local Solutions, Inc. has been changed to Kim Ringold.

All other terms, conditions, and specifications remain the same. Per DTMB contractor (request/proposal) and agency (request) agreement, and DTMB Procurement approval.

C O

N T R A C T O mailto:Kim.Ringold@conduent.com mailto:mayj7@michigan.gov

CHANGE NOTICE NO. 2 TO CONTRACT NO. 071B7700141

Program Managers for Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB Judy Odett 517-241-5187 OdettJ@michigan.gov

MDHHS Kim Chapin 517-284-9655 ChapinK@michigan.gov mailto:ChapinK@michigan.gov

Pricing Table

Timeframe Year 1 Year 2 Year 3 Year 4 Year 5

Discounted Option Year

Discounted Option Year

Discounted Option Year

Month 1 $133,920.00 $692,784.00 $701,104.75 $701,104.75 $735,188.00 $749,892.00 $764,890.00 $780,187.00

Month 2 $456,480.00 $692,784.00 $701,104.75 $701,104.75 $735,188.00 $749,892.00 $764,890.00 $780,187.00

Month 3 $679,200.00 $692,784.00 $701,104.75 $701,104.75 $735,188.00 $749,892.00 $764,890.00 $780,187.00

Month 4 $679,200.00 $692,784.00 $701,104.75 $701,104.75 $735,188.00 $749,892.00 $764,890.00 $780,187.00

Month 5 $679,200.00 $692,784.00 $701,104.75 $701,104.75 $735,188.00 $749,892.00 $764,890.00 $780,187.00

Month 6 $679,200.00 $692,784.00 $701,104.75 $701,104.75 $735,188.00 $749,892.00 $764,890.00 $780,187.00

Month 7 $679,200.00 $692,784.00 $701,104.75 $701,104.75 $735,188.00 $749,892.00 $764,890.00 $780,187.00

Month 8 $679,200.00 $692,784.00 $701,104.75 $701,104.75 $735,188.00 $749,892.00 $764,890.00 $780,187.00

Month 9 $679,200.00 $692,784.00 $701,104.75 $701,104.75 $735,188.00 $749,892.00 $764,890.00 $780,187.00

Month 10 $679,200.00 $692,784.00 $701,104.75 $701,104.75 $735,188.00 $749,892.00 $764,890.00 $780,187.00

Month 11 $679,200.00 $692,784.00 $701,104.75 $701,104.75 $735,188.00 $749,892.00 $764,890.00 $780,187.00

Month 12 $679,200.00 $692,784.00 $701,104.75 $701,104.75 $735,188.00 $749,892.00 $764,890.00 $780,187.00

Total $7,382,400.00 $8,313,408.00 $8,413,257.0

$8,413,257.0

$8,822,256.0

$8,998,704.0

$9,178,680.0

$9,362,244.0

Cost Summary Total

Years 1-5 $41,344,578.0

Option Years 6-

$27,539,628.0

Role Year 2 Rates as stated in CN-2

Year 3 Rates Year 4 Rates Year 5 Rates

Application Development Manager (Scrum Master)

$153.00 $156.06 $156.06 $162.30

Testing Manager $137.70 $140.45 $140.45 $146.07

Senior Technical Business Analyst

$117.30 $119.65 $119.65 $124.44

Senior Java Developer $105.06 $107.16 $107.16 $111.45

Systems Architect $156.83 $159.97 $159.97 $166.37

Database Administrator (DBA) $112.20 $114.44 $114.44 $119.02

Java Programmer Analyst $102.00 $104.04 $104.04 $108.20

Crystal Reports and PL/SQL Developer

$91.80 $93.64 $93.64 $97.39

Quality Assurance Testing Analyst

$65.28 $66.59 $66.59 $69.25

Training Specialists $81.60 $83.23 $83.23 $86.56

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

071B7700141Contract Number

$41,647,008.00

July 10, 2017 July 9, 2022

MAINTENANCE AND SUPPORT OF THE MICHIGAN STATEWIDE AUTOMATED CHILD WELFARE SYSTEM

(MISACWIS)

July 9, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ July 9, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $41,647,008.00

Effective 6/25/2018, the parties revise and fully restate the contractor staffing and pricing tables as detailed in the attached statement of work. All other terms, conditions, specifications, and pricing remain the same.

KerkstraD@Michigan.gov

Duane Kerkstra

Jarrod Barron vishnu.nanan@conduent.com

Vishnu Nanan

Germantown, MD 20876

Conduent State & Local Solutions, Inc.

CV0001936

410-540-8563

12410 Milestone Center Drive

(517) 249-0406

S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

MDHHS

248-660-0132

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DTMB

DESCRIPTION

barronj1@michigan.gov

MICHIGAN DEPARTMENT OF TECHNOLOGY,

MANAGEMENT AND BUDGET

IT SERVICES

STATEMENT OF WORK

Project Title:

Michigan Statewide Automated Child Welfare Information System (MiSACWIS) Staffing Adjustments

Period of Coverage:

July 1, 2018 – July 9, 2022

Requesting Department:

Michigan Department of Health and Human Services (MDHHS)/Agency Services/Department of Technology, Management, and Budget (DTMB)/Child Welfare/ MiSACWIS

Date:

5/11/2018

Agency Project Manager:

Kim Chapin

Phone:

517-643-1547

DTMB Project Manager:

Duane Kerkstra

Phone:

248-660-0132

BACKGROUND:

This Statement of Work (SOW) describes the services that Conduent Corporation provides to the Department of Technology Management and Budget (DTMB) to create online help, web-based, and instructor led training development, and to deliver the training to - 1,200 Juvenile Justice (JJ or JJIMS) users, 500 Child Care Fund (CCF) users, 60 JJIMS Trainers/Help Desk staff, and 40 CCF Trainers/Help Desk staff - as well as aid in the transition of Contract services under Contract 071B7700141 Agreement. These services are procured using our Statewide Automated Child Welfare Information System (SACWIS) Maintenance and Operation contract.

PROJECT OBJECTIVE:

The objective of this request is to convert existing PO C084N7707170 to a new DOIT1 under the contract 071B7700141 agreement. The new DOIT1 will incorporate Year 2 funding for the period of coverage beginning July 1, 2018 until end of contract.

Additionally, the Database Administrator (DBA) role that was established with DOIT1 180*1212 will be closed effective June 30, 2018 and this DBA position will be added and funded in with the new DOIT1.

SCOPE OF WORK:

The parties revise and fully restate the Contractor Staff table found in original contract’s Statement of Work Section

1.104.3 to add the Database Administrator (DBA) and the Systems Architect roles and to adjust certain not-to-exceed staff counts. The fully restated table is shown below:

IT Classification Not to Exceed Staff Counts

* Application Development Manager (Scrum Master) 1

* Testing Manager 1

* Senior Technical Business Analyst 5

* Senior Java Developer 10

* Systems Architect 1

* Database Administrator (DBA) 1

Java Programmer Analyst 7

Crystal Reports and PL/SQL Developer 3

Quality Assurance Testing Analyst 12

Training Specialists 4

*Denote staff considered Key Personnel

TASKS:

Per Contract 071B7700141 Agreement.

ACCEPTANCE CRITERIA:

Per Contract 071B7700141 Agreement.

PROJECT CONTROL AND REPORTS:

Per Contract 071B7700141 Agreement.

SPECIFIC DEPARTMENT STANDARDS:

Per Contract 071B7700141 Agreement.

EXPENSES:

Per Contract 071B7700141 Agreement, the State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

Per Contract 071B7700141 Agreement.

AGENCY RESPONSIBILITIES:

Per Contract 071B7700141 Agreement.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Per Contract 071B7700141 Agreement.

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

Per Contract 071B7700141 Agreement.

PAYMENT SCHEDULE:

The Year 2 Blended monthly rate table for Ongoing Maintenance and Operations and Enhancements shall be as follows:

IT Classification Resources identified

Hourly Rates Year 2

Extended Monthly Cost Year 2

* Application Development Manager (Scrum Master)

1 $153.00 $24,480.00

* Testing Manager 1 $137.70 $22,032.00

* Senior Technical Business Analyst 5 $117.30 $93,840.00

* Senior Java Developer 10 $105.06 $168,096.00

* Systems Architect 1 $156.83 $25,092.00

* Database Administrator (DBA) 1 $112.20 $17952.00

Java Programmer Analyst 7 $102.00 $114,240.00

Crystal Reports and PL/SQL Developer 3 $91.80 $44,064.00

Quality Assurance Testing Analyst 12 $65.28 $125,337.60

Training Specialists 4 $81.60 $52,224.00

Total Extended Monthly Cost

$687,357.60

*Denote required staff considered Key Personnel.

All Hourly Rates set forth above are subject to a 2% annual increase aligned with the Contract start date.

The parties revise and fully restate the table below from the original contract to reflect the changes stated in the table above. The following table values are not to exceed amounts for all base and option years. Actual amounts paid by the State will be Time and Materials fixed unit cost based on the hourly rates above and actual hours worked (including work performed in connection with warranty support and remediation services). Any expanded use of this Contract beyond the amounts described below will require a Contract Change Notice. The parties acknowledge that they may enter into subsequent Statements of Work in order to initiate related projects, based on the rates specified in the Contract. All billings will be based on the hourly rates specified in the table above, and may not exceed the monthly not-to-exceed amounts specified below.

Time frame

Year 1 Year 2 Year 3 Year 4 Year 5 Discounted Option Year 6

Discounted Option Year

Discounted Option Year

Month

$268,180.00 $687,357.60 $701,104.75 $715,126.85 $729,429.38 $744,017.97 $758,898.33 $774,076.30

Month

$524,560.00 $687,357.60 $701,104.75 $715,126.85 $729,429.38 $744,017.97 $758,898.33 $774,076.30

Month

$555,085.00 $687,357.60 $701,104.75 $715,126.85 $729,429.38 $744,017.97 $758,898.33 $774,076.30

Month

$600,975.00 $687,357.60 $701,104.75 $715,126.85 $729,429.38 $744,017.97 $758,898.33 $774,076.30

Month

$679,200.00 $687,357.60 $701,104.75 $715,126.85 $729,429.38 $744,017.97 $758,898.33 $774,076.30

Month

$679,200.00 $687,357.60 $701,104.75 $715,126.85 $729,429.38 $744,017.97 $758,898.33 $774,076.30

Month

$679,200.00 $687,357.60 $701,104.75 $715,126.85 $729,429.38 $744,017.97 $758,898.33 $774,076.30

Month

$679,200.00 $687,357.60 $701,104.75 $715,126.85 $729,429.38 $744,017.97 $758,898.33 $774,076.30

Month

$679,200.00 $687,357.60 $701,104.75 $715,126.85 $729,429.38 $744,017.97 $758,898.33 $774,076.30

Month

$679,200.00 $687,357.60 $701,104.75 $715,126.85 $729,429.38 $744,017.97 $758,898.33 $774,076.30

Month

$679,200.00 $687,357.60 $701,104.75 $715,126.85 $729,429.38 $744,017.97 $758,898.33 $774,076.30

Month

$679,200.00 $687,357.60 $701,104.75 $715,126.85 $729,429.38 $744,017.97 $758,898.33 $774,076.30

Total $7,382,400.00 $8,248,291.20 $8,413,257.02 $8,581,522.16 $8,753,152.61 $8,928,215.66 $9,106,779.97 $9,288,915.57

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 071B7700141 .

between

THE STATE OF MICHIGAN

and

C

N T

R A

C T

Conduent State & Local Solutions, Inc.

S T

A

E gr am an ag er

Duane Kerkstra DTMB

12410 Milestone Center Drive, Suite 500

(248) 660-0132

Germantown, MD 20876

KerkstraD@michigan.gov

Vishnu Nanan C o nt ct

A dm in is tr at or Simon Baldwin

(410) 540-8563 (517) 284-6997

Vishnu.Nanan@conduent.com BaldwinS@michigan.gov

DESCRIPTION: Maintenance and Support of the Michigan Statewide Automated Child Welfare System (MiSACWIS)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

July 10, 2017 July 9, 2022 (3) 1-Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $41,647,008.00

Department of Technology, Management, and Budget

CONTRACT NO. 071B7700141071B7700141

FOR THE CONTRACTOR:

Conduent State & Local Solutions, Inc.

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Jeff Brownlee, Director of Sourcing Operations Name & Title

Agency

Date

Table of Contents

CONTRACT TERMS 8

CUSTOM SOFTWARE DEVELOPMENT Error! Bookmark not defined.

1. Definitions 8

2. Statements of Work Requirements 15

3. Software. 18

4. Documentation. 19

5. Performance of Services 19

6. State Obligations. 23

7. Pre-Delivery Testing. 24

8. Delivery and Installation. 24

9. Acceptance Testing; Acceptance. 25

10. Training; Maintenance and Support. 27

11. Fees. 27

12. Invoices and Payment. 28

13. Intellectual Property Rights. 29

14. Licenses. 31

15. Termination, Expiration, Transition. 32

16. Stop Work Order. 34

17. Contractor Representations and Warranties. 34

18. Indemnification. 37

19. Liquidated Damages 39

20. Damages Disclaimers and Limitations. 39

21. State Data 40

22. Confidential Information. 42

23. Data Privacy and Information Security. 43

24. HIPAA Compliance. 44

25. PCI Compliance. 44

26. CEPAS Electronic Receipt Processing Standard. 44

27. Records Maintenance, Inspection, Examination, and Audit. 44

28. Insurance Requirements. 45

29. Dispute Resolution. 47

30. Miscellaneous. 47

Maintenance and Support of MDHHS’ Michigan Statewide Automated Child Welfare Information System Error! Bookmark not defined.

Schedule A - Statement of Work (SOW) 62

1.000 Project Identification 62

MiSACWIS end users include: 62

� MDHHS child welfare: 62

� Contracted child-placing agency: 62

� Child Caring Institutions (CCIs) 62

� Court users 62

� Tribal users 62

� Other users identified during the contract period by the State 62

1.100 Scope of Work and Deliverables 63

� Presentation (Web) Tier 67 � Business Tier 67 � Persistence (Database) Tier 68 � MiSACWIS Software Architecture: 68

Servers 68

Tool Support Servers 69

Technology Environments 70

1.200 Roles and Responsibilities 88

1.300 Project Plan 91

1.400 Project Management 92

1.500 Acceptance 99

1.600 Compensation and Payment 99

SCHEDULE B - GENERAL PROPOSAL REQUIREMENTS Error! Bookmark not defined.

SCHEDULE C - PRICING 101

Appendix A - Federal Certifications 103

Appendix B - Project Organizational Structure 106

SCHEDULE A, ATTACHEMENT 1 - PERSONNEL RESUMES Error! Bookmark not defined.

This CONTRACT (this “Contract”) is agreed to between the State of Michigan (the “State”) and Conduent State & Local Solutions, Inc. (“Contractor”), a New York Corporation. This Contract is effective on July 10, 2017 (“Effective Date”), and unless earlier terminated, will expire on July 9, 2022 (the “Term”).

The parties agree as follows:

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

“Acceptance” has the meaning set forth in Section 9.5.

“Acceptance Tests” means such tests as may be conducted in accordance with Section 9 and the Statement of Work to determine whether any Software Deliverable meets the requirements of this Contract and the Specifications and Documentation.

“Affiliate” means any entity which directly or indirectly controls, is controlled by or is under common control of Contractor. The term “control” means the possession of the power to direct or cause the direction of the management and the policies of an entity, whether through the ownership of a majority of the outstanding voting rights or by contract or otherwise.

“Aggregate Software” means the Software, as a whole, to be developed or otherwise provided under the Statement of Work. For avoidance of doubt, if the Statement of Work provides for a single Software Deliverable, such Software Deliverable also constitutes Aggregate Software.

“Allegedly Infringing Materials” has the meaning set forth in Section 18.3(b)(ii).

“Approved Open-Source Components” means Open-Source Components that the State has approved to be included in or used in connection with any Software developed or provided under this Contract, and are specifically identified in the Statement of Work.

“Approved Third-Party Materials” means Third-Party Materials that the State has approved to be included in or for use in connection with any Software developed or provided under this

Contract, and are specifically identified in the Statement of Work.

“Background Technology” means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 14.1, and for the

CONTRACT TERMS

State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third Party or any Law or incurring any payment obligation to any Third

Party. Background Technology must: (a) be identified as Background Technology in the Statement of Work; and (b) have been developed or otherwise acquired by Contractor prior to the date of the

RFP.

“Business Day” means a day other than a Saturday, Sunday or State holiday.

“Business Owner” is the individual appointed by the end-user agency procuring the software to (a) act as such agency’s representative in all matters relating to the Contract, and (b) co-sign off on the State’s notice of Acceptance for all Software Deliverables and Aggregate Software. The

Business Owner will be identified in the Statement of Work.

“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 the Statement of Work.

“CAPTA” means Child Abuse Prevention and Treatment Act

“Change” has the meaning set forth in Section Error! Reference source not found..

“Change Notice” has the meaning set forth in Section 2.4(b).

“Change Proposal” has the meaning set forth in Section 2.4(a).

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

“Child Care Fund (CCF)” a collaborative effort between the state and county circuit courts1 which supports programs that serve neglected, abused and delinquent youth in Michigan.

“Children’s Protective Services (CPS)” a program to ensure that children are protected from further physical or emotional harm caused by a parent or other adult responsible for the child's health and welfare and that families are helped, when possible, to function responsibly and independently in providing care for the children for whom they are responsible.

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

“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 and execute any Change Notices under this Contract. Each party’s Contract Administrator will be identified in the Statement of Work.

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

“Days” means calendar day unless specifically stated otherwise.

“Deliverables” means all Software Deliverables and all other documents, Work Product, and other materials that Contractor is required to or otherwise does provide to the State under this

Contract and otherwise in connection with any Services, including all items specifically identified as

Deliverables in the Statement of Work.

“Derivative Work” means any modification, addition, upgrade, update, or improvement of the

Software and any other work constituting a derivative work under the United States Copyright Act, 17 U.S.C. Section 101, et seq.

“Dispute Resolution Procedure” means the procedure for resolving disputes under this

Contract as set forth in Section 29.

“Documentation” means all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents and materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support and technical and other components, features and requirements of any Software.

“DTMB” means the Michigan Department of Technology, Management and Budget.

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

“Fees” has the meaning set forth in Section 11.1

“Financial Audit Period” has the meaning set forth in Section 27.1.

“Force Majeure” has the meaning set forth in Section 30.8.

“Foster Care” means 24-hour substitute care for children placed away from their parents or guardians and for whom DHS has placement and care responsibility.

“Guardianship” – an MDHHS program for juveniles, which provides for temporary and permanent court wards and state wards when reunification or adoption have been ruled out as permanency goals.

“Harmful Code” means any: (a) virus, trojan horse, worm, backdoor or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems or software; or (b) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any Person, or otherwise deprive the State of its lawful right to use such Software.

“HIPAA” Acronym referring to Health Insurance Portability and Accountability Act.

“Implementation Plan” means the schedule included in the Statement of Work setting forth the sequence of events for the performance of Services under the Statement of Work, including the

Milestones and Milestone Dates.

"Initial Statement of Work" means the Statement of Work for the initial Software development and related Services, attached as Schedule A to this Contract.

“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.

“Intended Users” means the users that are intended to use Software or particular features or functions of the Software, as described in the Specifications for such Software.

“Juvenile Justice (JJ)” an MDHHS program in which delinquent youth under the jurisdiction of MDHHS must be provided such care, guidance and control, preferably in his or her own home, as will be conducive to the child’s welfare and the best interest of the State.

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

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“MA” Acronym referring to Medicaid which provides health care to children, families, and adults who meet certain eligibility requirements.

“Maintenance and Support Schedule” means the schedule attached as Schedule C, setting forth the Maintenance and Support Services, the Support Fees, and the parties’ additional rights and obligations with respect to such services.

“Maintenance and Support Services” means the Software maintenance and support services the Contractor is required to or otherwise does provide under this Contract as set forth in the

Maintenance and Support Schedule.

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

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

“NCANDS” – National Child Abuse and Neglect Data System

“NYTD” National Youth in Transition Data

“Non-Conformity” means any failure of any: (a) Software or Documentation to conform to the requirements of this Contract (including the Statement of Work) or (b) Software to conform to the requirements of this Contract or the Specifications or Documentation.

“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.

“Open-Source Components” means any software component that is subject to any open-source copyright license contract, including any GNU General Public License or GNU Library or

Lesser Public License, or other license contract that substantially conforms to the Open Source

Initiative’s definition of “open source” or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

“Open-Source License” has the meaning set forth in Section 3.3.

“Operating Environment” means, collectively, the State platform and environment on, in, or under which Software is intended to be installed and operate, as set forth in the Statement of Work, including such structural, functional and other features, conditions and components as hardware, operating software and system architecture and configuration.

“Permitted Subcontractor” has the meaning set forth in Section 5.5.

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

“Project Manager” is the individual appointed by each party to (a) monitor and coordinate the day-to-day activities of this Contract, and (b) in the case of the State, co-sign off on its notice of

Acceptance for all Software Deliverables and Aggregate Software. Each party’s Project Manager will be identified in the Statement of Work.

“Representatives” means a party’s employees, officers, directors, consultants, legal advisors, and Permitted Subcontractors.

“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 or the Statement of Work, as more fully described in this Contract or the

Statement of Work.

“Site” means the physical location designated by the State in, or in accordance with, this

Contract or the Statement of Work for delivery and installation of any Software.

“Software” means the computer program(s), including programming tools, scripts and routines, the Contractor is required to or otherwise does develop or otherwise provide under this Contract, as described more fully in the Statement of Work, including all updates, upgrades, new versions, new releases, enhancements, improvements, and other modifications made or provided under the

Maintenance and Support Services. As context dictates, Software may refer to one or more

Software Deliverables or Aggregate Software.

“Software Deliverable” means any Software, together with its Documentation, required to be delivered as a Milestone as set forth in the Implementation Plan for such Software.

“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which such 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, operate, support, maintain and develop modifications, upgrades, updates, enhancements, improvements and new versions of, and to develop computer programs compatible with, such Software.

“Specifications” means, for any Software, the specifications collectively set forth in the

Business Requirements Specification and Technical Specification, together with any other specifications set forth in the RFP or Contractor’s Bid Response, if any, for such Software, or elsewhere in the Statement of Work.

“State” means the State of Michigan.

“State Data” includes the State’s data collected, used, processed, stored, or generated as the result of the Services, including but not limited to (a) personally identifiable information (“PII”) collected, used, processed, stored, or generated as the result of the Services, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements here listed; and, (b) personal health information

(“PHI”) collected, used, processed, stored, or generated as the result of the Services, which is defined under the Health Insurance Portability and Accountability Act (“HIPAA”) and its related rules and regulations.

“State Materials” means all materials and information, including documents, data, know-how, ideas, 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 Resources” has the meaning set forth in Section 6.1.

“Statement of Work” means any statement of work entered into by the parties and attached as a schedule to this Contract. The Initial Statement of Work is attached as Schedule A, and subsequent Statements of Work must be sequentially identified and attached as Schedules A-1, A-

2, A-3, etc.

“Stop Work Order” has the meaning set forth in Section 16.

“Subcontractor” all Subcontractors must be permitted see “Permitted Subcontractors” above.

“Support Fees” means the fees, if any, payable by the State for Maintenance and Support

Services as set forth in the Maintenance and Support Schedule.

“Support Commencement Date” means, with respect to any Software, the date on which the

Warranty Period for such Software expires or such other date as may be set forth in the

Maintenance and Support Schedule.

“Technical Specification” means, with respect to any Software, the document setting forth the technical specifications for such Software and included in the Statement of Work.

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

“Testing Period” has the meaning set forth in Section 9.1.

“Third Party” means any Person other than the State or Contractor.

“Third-Party Materials” 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 15.3.

“Transition Responsibilities” has the meaning set forth in Section 15.3.

“Unauthorized Removal” has the meaning set forth in Section 5.4(b).

“Unauthorized Removal Credit” has the meaning set forth in Section 5.4(c).

“Warranty Period” means, for any Software, the ninety (90) calendar-day period commencing

(a) in the case of Aggregate Software, upon the State’s Acceptance; and (b) in the case of any updates, upgrades, new versions, new releases, enhancements and other modifications to previously-Accepted Aggregate Software, upon the State’s receipt of such modification.

“Work Product” means all Software, Documentation, Specifications, and other documents, work product and related materials, that Contractor is required to, or otherwise does, provide to the

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

2. Statements of Work Requirements. Contractor must provide Services and Deliverables pursuant to Statements of Work entered into under this Contract. No Statement of Work must be effective unless signed by each party’s Contract Administrator. The term of each Statement of

Work must commence on the parties' full execution of the 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 attached as a schedule to this Contract. The State must have the right to terminate such Statement of Work as set forth in

Section 15. The Parties will mutually agree upon a schedule with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work (including the

Implementation Plan and all Milestone Dates) is strictly required.

2.1 Statement of Work Requirements. Each Statement of Work will include the following:

(a) names and contact information for Contractor’s Contract Administrator, Project

Manager and Key Personnel;

(b) names and contact information for the State’s Contract Administrator, Project

Manager and Business Owner;

(c) a detailed description of the Services to be provided under this Contract, including any training obligations of Contractor;

(d) a detailed description of the Software and other Work Product to be developed or otherwise provided under this Contract, including the:

(i) Business Requirements Specification;

(ii) Technical Specification; and

(iii) a description of the Documentation to be provided;

(e) an Implementation Plan, including all Milestones, the corresponding Milestone

Dates and the parties’ respective responsibilities under the Implementation Plan;

(f) Fees payable under this Contract, the manner in which such Fees will be calculated, the due dates for payment and any invoicing requirements, including any Milestones on which any such Fees are conditioned, and such other information as the parties deem necessary;

(g) disclosure of all Background Technology, Approved Third-Party Materials, Approved Open-Source Components (each identified on a separate exhibit to the Statement of

Work), in each case accompanied by such related documents as may be required by this

Contract;

(h) description of all liquidated damages associated with this Contract; and

(i) a detailed description of all State Resources required to complete the

Implementation Plan.

2.2 Initial Statement of Work. The Initial Statement of Work is attached as

Schedule A to this Contract. Commencing on the Effective Date, Contractor must perform the Services set forth in Schedule A and the scope of work for this RFP.

2.3 Additional Statements of Work. Promptly following receipt of the State’s request for additional Software development or other Services, Contractor must provide the State with a proposal containing all information specified in Section 2.1.

Upon the parties' agreement with respect to the terms of such proposal, all such terms must be incorporated in a Statement of Work and each party must cause the same to be signed by its Contract Administrator. Each fully executed Statement of Work must be attached as a Schedule to, and by this reference incorporated in and made a part of, this Contract and a PO issued before work can begin

2.4 Change Control Process. The State may at any time request in writing (each, a “Change Request”) changes to the Statement of Work, including changes to the

Services, Work Product, Implementation Plan, or any Specifications (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 2.2.

(a) 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:

(i) a written description of the proposed Changes to any Services, Work Product, or Deliverables;

(ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services, Work Product, or

Deliverables; and (B) the effect of such Changes, if any, on completing any other Services or Work Product under the Statement of Work;

(iii) any additional Third-Party Materials, Open-Source Components, and 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 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

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

(i) require Contractor to perform the Services under the Statement of Work without the Change;

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

(iii) initiate a Dispute Resolution Procedure; or

(iv) notwithstanding any provision to the contrary in the Statement of Work, terminate this Contract for convenience under Section 15.2.

(d) 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. Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and

Change Notice.

(e) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the

Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of 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 and its Maintenance and 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.

3. Software. Contractor will design,…