state of michigan enterprise procurement department of technology, management, and budget€¦ ·...

STATE OF MICHIGANENTERPRISE PROCUREMENTDepartment of Technology, Management, and Budget525 W. ALLEGAN ST., LANSING, MICHIGAN 48913P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2

to071B7700121Contract Number

$66,609,629.00

March 20, 2017 March 19, 2022

DRIVER LICENSE AND MOTOR VEHICLE INTEGRATED SYSTEM - MDOS

March 19, 2022

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE CHANGE(S) NOTED BELOW

100 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ NoMINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICEOPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ March 19, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $66,609,629.00

Effective 3/6/2018 the DTMB IT Program Manager is changed to Linda Clark, the DTMB IT Project Manager is changed to Mike Holka, and the Contract Administrator is changed to Marcy Sims. All other terms, conditions, specifications and pricing remain the same. Per Contractor, agency agreement and DTMB procurement.

[email protected]

Nicole Fitzpatrick

Marcy Sims

[email protected]

James G. Harrison

Centennial, CO 80112

Fast Enterprises, LLC

CV0002127

877-275-3278

7229 South Alton Way

(517) 284-7016STATE

Pro

gra

m

Manager

Contra

ct

Adm

inistra

tor

CO

NTRACTO

R

DOS

517-636-0231

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DTMB

DESCRIPTION

[email protected]

CONTRACT SUMMARY

STATE OF MICHIGAN ENTERPRISE PROCUREMENT Department of Technology, Management, and Budget 525 W. ALLEGAN ST., LANSING, MICHIGAN 48913 P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1

to Contract Number 071B7700121

CONTRACT SUMMARY

DRIVER LICENSE AND MOTOR VEHICLE INTEGRATED SYSTEM - MDOS INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

March 20, 2017 March 19, 2022 100 - 0 Year March 19, 2022


N/A


□ P-Card ☐ Direct Voucher (DV) ☐ Other □ Yes ☒ No MINIMUM DELIVERY REQUIREMENTS

N/A DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ March 19, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$66,609,629.00 $0.00 $66,609,629.00 DESCRIPTION

Effective 8/7/2017 the Data Coversion Lead is changed from Jonathan Carlson to Ryun Hess. All other terms, conditions, specifications and pricing remain the same. Per Contractor, agency agreement and DTMB procurement.

STATE

Pro

gram

M

anag

er

Nicole Fitzpatrick DOS

517-636-0231

[email protected] Contract

Adm

inistrato

r

James Topping DTMB

(517) 284-7000

[email protected]

CO

NTR

ACTO

R


7229 South Alton Way

Centennial, CO 80112

James G. Harrison

877-275-3278

[email protected]

*******8609

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 071B7700121 . between

THE STATE OF MICHIGAN and

CO

NT

RA

CT

OR


ST

AT

E Pro

gram

M

anag

er Nicole Fitzpatrick MDOS

7229 South Alton Way 517-636-0231

Centennial, CO 80112 [email protected]

James G. Harrison, C

ont

ract

Adm

inis

trat

or James Topping DTMB-Procurement

877‐275‐3278 517-284-7000

[email protected] [email protected]

8609

CONTRACT SUMMARY

DESCRIPTION: Driver License and Motor Vehicle Integrated System - MDOS

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS

EXPIRATION DATE BEFORE CHANGE(S) NOTED BELOW

3/20/2017 3/19/2022 Unlimited with successful

negotiations


Net 45 NA


☐ P‐card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No MINIMUM DELIVERY REQUIREMENTS

NA MISCELLANEOUS INFORMATION

Effective 3/20/2017 this Contract is established to secure the services of a qualified Contractor to replace and modernize the Driver and Vehicle system(s) for the State of Michigan per the attached Statement of Work (SOW), pricing, terms and conditions. Contract value is established based on a competitive bid, with Agency approval, DTMB Procurement approval and State Administrative Board approval obtained 3/14/2017.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $66,609,629.00

STATE OF MICHIGAN ENTERPRISE PROCUREMENT Michigan Department of State (MDOS)

CONTRACT NO. 071B7700121

FOR THE CONTRACTOR: Fast Enterprises, LLC Company Name

Authorized Agent Signature

James G. Harrison, Member Authorized Agent (Print or Type)

Date

FOR THE STATE: Signature

Sharon Maynard, Sourcing Director Name & Title

DTMB Procurement Agency

Date

CONTRACT #071B7700121

3

STATE OF MICHIGAN

SOFTWARE CONTRACT TERMS & CONDITIONS

This Software Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and Fast Enterprises, LLC, a New York limited liability company (“Contractor”). This Contract is effective on March 20, 2017 (“Effective Date”), and unless earlier terminated, will expire on March 19, 2022. This Contract may be renewed at the discretion of the State, in one-year, two-year, or three-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 purposes of this Contract, the following terms have the following meanings:

“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 17.3(b)(ii).

“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.

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

“Change Notice” has the meaning set forth in Section 2.2(b). “Change Proposal” has the

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

Section 2.2. “Confidential Information” has the meaning set forth in Section 21.1.

“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.


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“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’s Implementation Methodology” means the FAST Implementation Methodology which is described

in the Statement of Work.

“Contractor Personnel” means all employees of Contractor or any Permitted Subcontractors involved in the

performance of Services or providing Work Product under this Contract.

“Contractor Proprietary Software” means a fully functioning software system that (i) has been developed or

otherwise acquired by Contractor prior to the date of the RFP, (ii) has been implemented into a production

environment in another state prior to the date of this RFP, and (iii) Contractor will provide licensing for as set forth in

Section 13.1. Contractor Proprietary Software includes the Software, all associated Documentation, tools and utilities

that may be provided by Contractor that are embedded in the Contractor Proprietary Software as well as any fixes,

enhancements, additions and other modifications to the Contractor Proprietary Software that may be provided.

“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 28.

“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. Contractor will provide Documentation as identified in the Statement of Work or as mutually agreed upon by

the parties.

“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 10.1

“Financial Audit Period” has the meaning set forth in Section 26.1. “Force Majeure”

has the meaning set forth in Section 29.9.

“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.


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“HIPAA” has the meaning set forth in Section 20.1.

“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.

“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.

“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.

“License Agreement” has the meaning set forth in Section 13.1.

“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 Statement of Work.

“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.

“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.


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“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 or individuals 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 Managers 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 Contractor Proprietary Software, any associated Third Party Materials and Open Source

Components, 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 any required 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 (SOW). Specifications may be

modified by the written mutual agreement of the parties, it being acknowledged by Contractor that such changes are

within the original scope of the SOW, unless the formal change control process is followed.

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 20.1.


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“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 the statement of work entered into by the parties and attached as Schedule A to

this Contract.

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

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

in the Statement of Work.

“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. Specifications may be modified by the written

mutual agreement of the parties, it being acknowledged by Contractor that such changes are within the original scope

of the SOW, unless the formal change control process is followed.

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

“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 14.3. “Transition Responsibilities”

has the meaning set forth in Section 14.3. “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).

“Work Product” means all software specifically designed for the State and not embedded in Contractor’s

Proprietary Software, Documentation, Specifications, and other documents, work product and related materials, that

Contractor is required to, or otherwise does, provide to the State for the sole use of the State and its designees

under this Contract, together with all ideas, concepts, processes, and methodologies developed for the sole use of

the State and its designees in connection with this Contract whether or not embodied in this Contract.

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

entered into under this Contract and Contractor’s Implementation Methodology. The Statement of Work shall not be

effective unless signed by each party’s Contract Administrator. The terms and conditions of this Contract will apply at

all times to the Statements of Work entered into by the parties and attached as a schedule to this Contract. The State

shall have the right to terminate such Statement of Work as set forth in Section 14. Contractor acknowledges that

time is of the essence with respect to Contractor’s obligations under the 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


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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) if applicable, the name and version of the Contractor Proprietary Software;

(ii) Business Requirements Specification;

(iii) Technical Specification;

(iv) a description of the Documentation to be provided; and

(v) a detailed description of any knowledge transfer obligations of Contractor to the State

(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) As of the Effective Date, disclosure of all Third-Party Materials and all 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, if any, associated with this Contract; and

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

Plan.

2.2 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:


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(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; or

(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 14.2.

(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


10

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, develop, create, test, deliver, install, configure, integrate, customize and

otherwise provide and make fully operational Software as described in the Statement of Work on a timely and

professional basis in accordance with all terms, conditions, and Specifications set forth in this Contract and the

Statement of Work.

3.1 Software Specifications. Contractor will ensure all Software complies with the Specifications. Other than the

Contractor Proprietary Software that will be licensed to the State, Contractor will provide all Software to the State in

both Object Code and Source Code form.

3.2 Third-Party Materials.

(a) Contractor must secure, at its sole cost and expense, all necessary rights, licenses, consents,

approvals, and authorizations necessary for the State to use all Third-Party Materials as incorporated in or otherwise

used in conjunction with Software as specified in the Statement of Work or otherwise provided by the Contractor. In

the event Contractor cannot secure such necessary rights, Contractor shall replace such Third Party Material in order

to allow the State to maintain full use of the Contractor Proprietary Software.

3.3 Open-Source Components. Contractor will not include in any Software, and operation of all Software in

accordance with its Specifications and Documentation will not require the use of any Open-Source Components,

other than Open-Source Components which have been identified and described in the Statement of Work, or

otherwise provided by the Contractor for which the internet link to the relevant open-source license(s) (each, an

“Open-Source License”) are provided by Contractor. If allowed under the applicable Open-Source License,

Contractor will provide the State with the Source Code for Open-Source Components in accordance with the terms of

the Open-Source License(s) at no cost to the State.

4. Documentation. Prior to or concurrently with the delivery of any Contractor Proprietary Software, or by such

earlier date as may be specified in the Implementation Plan for such Contractor Proprietary Software, Contractor

will provide the State with access to all Contractor Documentation that is distributed by Contractor to its

customers and licensees of Contractor Proprietary Software. Contractor will also provide Documentation as

required in the Statement of Work.

4.1 Documentation Specifications. Contractor will provide all Documentation in both hard copy and electronic

form if appropriate, in such formats and media as are set forth in the Statement of Work, or as the State may

otherwise reasonably request in writing.

5. Performance of Services. Contractor will provide all Services, Deliverables and Work Product in a timely,

professional and workmanlike manner and in accordance with the terms, conditions, and Specifications set forth

in this Contract and the Statement of Work.

5.1 State Standards.

(a) The Contractor must adhere to all existing and applicable standards as described within the


11

comprehensive listing of the State’s existing technology standards at http://www.michigan.gov/dmb/0,4568,7-

150-56355-108233--,00.html

(b) To the extent that Contractor has access to the State’s computer system, Contractor must comply

with the State’s Acceptable Use Policy, see http://michigan.gov/cybersecurity/0,1607,7-217-34395_34476---

,00.html. All Contractor Personnel will be required, in writing, to agree to the State’s Acceptable Use Policy before

accessing the State’s system. The State reserves the right to terminate Contractor’s access to the State’s system if

a violation occurs.

(c) Contractor is not authorized to make changes to any State systems without prior written authorization

from the State’s Project Manager. Any changes Contractor makes to any State systems with the State’s approval

must be done according to applicable State procedures, including security, access, and configuration standards.

5.2 Contractor Personnel.

(a) Contractor is solely responsible for all Contractor Personnel and for the payment of their compensation,

including, if applicable, withholding of income taxes, and the payment and withholding of social security and other

payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

(b) Prior to any Contractor Personnel performing any Services, Contractor will:

(i) ensure that such Contractor Personnel have the legal right to work in the United States;

(ii) require 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 Intellectual Property Rights provisions that grant the State rights in

the Work Product consistent with the provisions of Section 12.1 and, upon the State's request,

provide the State with a copy of each such executed Contract; and

(iii) if requested by the State, and at Contractor’s sole cost and expense, conduct background checks

on such Contractor Personnel, which background checks must comprise, at a minimum, a review

of credit history, references and criminal record, in accordance with applicable Law.

(c) Contractor and all Contractor Personnel will comply with all rules, regulations, and policies of the State

that are communicated to Contractor in writing, including security procedures concerning systems and data and

remote access, building security procedures, including the restriction of access by the State to certain areas of its

premises or systems, and general health and safety practices and procedures.

(d) The State reserves the right to require the removal of any Contractor Personnel found, in the judgment

of the State, to be unacceptable. The State’s request must be written with reasonable detail outlining the reasons for

the removal request. Replacement personnel for the removed person must be fully qualified for the position. If the

State exercises this right, and Contractor cannot immediately replace the removed personnel, the State agrees to

negotiate an equitable adjustment in schedule or other terms that may be affected by the State’s required removal.

5.3 Contractor’s Project Manager. Throughout the Term of this Contract, Contractor must maintain a

Contractor employee acceptable to the State to serve as Contractor’s Project Manager. Contractor’s Project

Manager will be identified in the Statement of Work.


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(a) Contractor’s Project Manager must:

(i) have the requisite authority, and necessary skill, experience, and qualifications, to

perform in such capacity;

(ii) be responsible for overall management and supervision of Contractor’s performance under

this Contract; and

(iii) be the State’s primary point of contact for communications with respect to this Contract, including

with respect to giving and receiving all day-to-day approvals and consents.

(b) Contractor’s Project Manager must attend all regularly scheduled meetings as set forth in the

Implementation Plan, and will otherwise be available as set forth in the Statement of Work.

(c) Contractor will maintain the same Project Manager until Rollout 2 (as defined in the SOW) is placed

into production, unless:

(i) the State requests in writing the removal of Contractor’s Project Manager;

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

(iii) Contractor’s Project Manager ceases to be employed by Contractor, whether by resignation,

involuntary termination or otherwise.

(d) Contractor will promptly replace its Project Manager on the occurrence of any event set forth in

Section 5.3(c). Such replacement will be subject to the State's prior written approval.

5.4 Contractor’s Key Personnel.

(a) The State has the right to recommend and approve in writing the initial assignment, as well as any

proposed reassignment or replacement, of any Key Personnel.

Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed

assignment, introduce the individual to the State’s Project Manager, and provide the State with a resume and any

other information about the individual reasonably requested by the State. The State reserves the right to interview the

individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State

will provide a written explanation including reasonable detail outlining the reasons for the rejection.

(b) Until Rollout 2 (as defined within the SOW) is placed into production, Contractor will not remove any

Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The

Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal

(“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond

the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency

circumstances, resignation, or for cause termination of the Key Personnel’s employment. Any Unauthorized Removal

may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to

terminate this Contract for cause under Section 14.1.

(c) It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper

completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely

difficult to fix the actual damage sustained by the State as a result of any Unauthorized Removal. Therefore,


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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 14.1, Contractor will issue the State an amount equal to $75,000 per

individual (each, and “Unauthorized Removal Credit”)

(d) Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed under

Subsection (c) above: (i) is a reasonable estimate of and compensation for the anticipated or actual harm to the

State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately

estimate; and (ii) may, at the State’s option, be credited or set off against any Fees or other charges payable to

Contractor under this Contract.

5.5 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 (including to create any

Work Product). 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:

(a) be responsible and liable for the acts and omissions of each such Permitted Subcontractor (including

such Permitted Subcontractor's employees who, to the extent providing Services or creating Work Product, shall be

deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees;

(b) name the State a third party beneficiary under Contractor’s Contract with each Permitted

Subcontractor with respect to the Services and Work Product;

(c) be responsible for all fees and expenses payable to, by or on behalf of each Permitted Subcontractor in

connection with this Contract; and

(d) prior to the provision of Services or creation of Work Product by any Permitted Subcontractor:

(i) 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 12.1 and Section 20 and, upon request, provide

the State with a fully-executed copy of each such contract; and

(ii) with respect to all Permitted Subcontractor employees providing Services or Work Product,

comply with its obligations under Section 5.2(b).

6. State Obligations.

6.1 State Resources and Access. The State is responsible for:

(a) providing the State Materials and such other resources as may be specified in the Statement of Work

(collectively, “State Resources”); and

(b) providing Contractor Personnel with such access to the Site(s) and Operating Environment as is

necessary for Contractor to perform its obligations on a timely basis as set forth in the Statement of Work.

6.2 State Project Manager. Throughout the Term of this Contract, the State will maintain one State employee

from DTMB and one State Employee from MDOS to serve as the State’s two Project Managers under this Contract.

The State’s Project Managers will be identified in the Statement of Work. The State’s Project Manager will be available


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as set forth in the Statement of Work.

7. Delivery and Installation.

7.1 Delivery. Contractor will deliver each Deliverable, and install all Software, on or prior to the applicable

Milestone Date in accordance with the delivery criteria set forth in the Statement of Work and Contractor’s

Implementation Methodology. Contractor will deliver each Software Deliverable, including Documentation required in

the Statement of Work in compliance with Section 4, and the Source Code, if applicable. No Software Deliverable will

be deemed to have been delivered or installed unless it complies with the preceding sentence.

7.2 Site Preparation. As specified in the Statement of Work, the State or Contractor is responsible for ensuring

the relevant Operating Environment is set up and in working order to allow Contractor to deliver and install each

Software Deliverable on or prior to the applicable Milestone Date. Contractor will provide the State with such notice as

is specified in the Statement of Work, prior to delivery of each such Software Deliverable to give the State sufficient

time to prepare for Contractor’s delivery and installation of the Software Deliverable. If the State is responsible for Site

preparation, Contractor will provide such assistance as the State requests to complete such preparation on a timely

basis.

8. Acceptance Testing. Testing and acceptance criteria will be set forth in the Statement of Work.

9. Training; Maintenance and Support.

9.1 Training. Upon the State's request, Contractor shall timely provide training on all uses of the Software for

which the State requests such training, at such reasonable times and locations and pursuant to such rates and other

terms as are set forth in the Statement of Work. Training shall be provided in accordance with Contractor’s

Implementation Methodology.

9.2 Maintenance and Support. With respect to all Software, Contractor will provide the State with the

Maintenance and Support Services as set forth in the Statement of Work.

10. Fees.

10.1 Fees. Subject to all terms and conditions set forth in this Section 10 and Contractor’s performance of

Services to the State’s satisfaction and the State’s Acceptance of the applicable Deliverables, the State will pay the

fees set forth in the Statement of Work (“Fees”).

10.2 Firm Pricing. The pricing set forth in the Contract is firm and may not be modified during the Term.

11. Invoices and Payment.

11.1 Invoices. Contractor will invoice the State for Fees in accordance with the requirements set forth in the

Statement of Work, including any requirements that condition the rendering of invoices and the payment of Fees upon

the successful completion of Milestones. Contractor must submit each invoice in both hard copy and electronic

format, via such delivery means and to such address as are specified by the State in the Statement of Work. Each

separate invoice must:

(a) clearly identify the Contract to which it relates, in such manner as is required by

the State;


15

(b) list each Fee item separately;

(c) include sufficient detail for each line item to enable the State to satisfy its accounting and

charge-back requirements;

(d) for Fees determined on a time and materials basis, report details regarding the number of hours

performed during the billing period, the skill or labor category for such Contractor Personnel and the applicable hourly

billing rates; and

(e) include such other information as may be required by the State as set forth in the Statement of Work.

11.2 Payment. Invoices are due and payable by the State, in accordance with the State’s standard payment

procedures as specified in 1984 Public Act no. 279, MCL 17.51, et seq., within forty-five (45) calendar days after

receipt, provided the State determines that the invoice was properly rendered. 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/cpexpress to receive electronic fund transfer payments. If Contractor does not register, the

State is not liable for failure to provide payment.

11.3 Taxes. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise

tax, if Services or Deliverables purchased under this Contract are for the State’s exclusive use. Notwithstanding the

foregoing, all Fees are exclusive of taxes, and the State 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 a buyer of goods under this Contract.

11.4 Withhold Remedy. In addition and cumulative to all other remedies in law, at equity and under this Contract,

if Contractor is in material default of its performance or other obligations under this Contract and fails to cure the

default within fifteen (15) calendar days after receipt of the State’s written notice of default, the State may, without

waiving any other rights under this Contract, elect to withhold from the payments due to Contractor under this Contract

during the period beginning with the sixteenth (16th) calendar day after Contractor’s receipt of such notice of default,

and ending on the date that the default has been cured to the reasonable satisfaction of the State, an amount that, in

the State’s reasonable judgment, is in proportion to the magnitude of the default or the Services that Contractor is not

providing. Upon Contractor’s cure of the default, the State will cause the withheld payments to be paid to Contractor,

without interest.

11.5 Right of Set Off. Without prejudice to any other right or remedy it may have, the State reserves the right to

set off at any time any amount owing to it by Contractor against any amount payable by the State to Contractor under

this Contract.

11.6 Payment Does Not Imply Acceptance. The making of any payment by the State, or Contractor’s receipt of

payment, will in no way affect the responsibility of Contractor to perform the Services in accordance with this

Contract, and will not imply the State’s acceptance of any Services or Deliverables or the waiver of any warranties

or requirements of this Contract.

11.7 Support Not to be Withheld or Delayed. Contractor will not withhold, delay, or fail to perform any

Services or obligations under this Contract by reason of the State’s good faith withholding of any payment or

amount in accordance with this Section 11.


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12. Intellectual Property Rights.

12.1 State Ownership of Work Product. Except as set forth in Section 12.3, the State is and will be the sole and

exclusive owner of all right, title, and interest in and to all Work Product, including all Intellectual Property Rights in the

Work Product. In furtherance of the foregoing, subject to Section 12.3:

(a) Contractor will create all Work Product as work made for hire as defined in Section 101 of the Copyright

Act of 1976; and

(b) to the extent any Work Product or Intellectual Property Rights in the Work Product do not qualify as, or

otherwise fails to be, work made for hire, Contractor hereby:

(i) assigns, transfers, and otherwise conveys to the State, irrevocably and in perpetuity, throughout

the universe, all right, title, and interest in and to such Work Product, including all Intellectual

Property Rights; and

(ii) 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 Work Product.

12.2 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 12.1, or otherwise as may be necessary or useful for the State to prosecute, register, perfect,

record, or enforce its rights in or to any Work Product or any Intellectual Property Right therein. Contractor hereby

appoints the State as Contractor’s attorney-in-fact with full irrevocable power and authority to take any such actions

and execute any such documents if Contractor refuses, or within a period deemed reasonable by the State otherwise

fails, to do so.

12.3 Contractor Proprietary Software, Third-Party Materials, and Open-Source Components.

(a) Contractor is and will remain the sole and exclusive owner of all right, title, and interest in and to

the Contractor Proprietary Software, including all Intellectual Property Rights therein, subject to the license

granted in Section 13.1.

(b) Ownership of all Third-Party Materials, and all Intellectual Property Rights therein, is and will remain

with its respective owners, subject to any express licenses or sublicenses granted to the State under this Contract.

(c) Ownership of all Open-Source Components, and all Intellectual Property Rights therein, is and will

remain with its respective owners, subject to the State’s rights under the applicable Open-Source Licenses.

12.4 State Materials. 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 Work Product to the State. All other rights in and to the State

Materials are expressly reserved by the State.

13. Licenses.

13.1 Contractor Proprietary Software License. Contractor hereby grants to the State the right and license to use

the Contractor Proprietary Software in accordance with the terms and conditions of this Contract and the License


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Agreement set forth in Exhibit 1 (the “License Agreement”). Such License Agreement must allow for use of the

Contractor Proprietary Software by all Intended Users as set forth in the Statement of Work.

13.2 Escrow Contract. The Contractor shall continue to place the Source Code of the Contractor Proprietary

Software, excluding any Third Party Materials, in its current multi user escrow agreement. Contractor will add the State

as a beneficiary to its current multi user escrow agreement. Such escrow agreement will govern all aspects of Source

Code escrow and release.

13.3 State Materials. 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 creating, the Work Product. The term of such license will commence upon the State’s

delivery of the State Materials to Contractor, and will terminate upon the termination of the Contract. Subject to the

foregoing license, the State reserves all rights in the State Materials. All State Materials are considered Confidential

Information of the State.

13.4 Third-Party Materials.

(a) Prior to the delivery date for any Deliverables under the Statement of Work, Contractor will secure for

the State, at Contractor’s sole cost and expense, such rights, licenses, consents and approvals for any Third-Party

Materials, that will allow the State to use and otherwise exploit the Software, without incurring any fees or costs to

any Third-Party (other than the Fees set forth under this Contract) in respect of the Third-Party Materials. In the event

Contractor cannot secure such necessary rights, Contractor shall replace such Third Party Material in order to allow

the State to maintain full use of the Contractor Proprietary Software.

(b) All royalties, license fees, or other consideration payable in respect of such licenses are included in the

Fees specified in the Statement of Work. Any additional amounts will be the sole responsibility of Contractor.

(c) Contractor acknowledges that the State cannot indemnify any third parties, including but not limited

to any third-party software providers that provide Third-Party Materials, and that notwithstanding anything to the

contrary contained in any third-party software license agreement or end user license agreement, the State will not

indemnify any third-party software provider for any reason whatsoever.

13.5 Open-Source Components. Any use of the Open-Source Components by the State will be governed by, and

subject to, the terms and conditions of the applicable Open-Source Licenses.

14. Termination, Expiration, Transition. The State may terminate this Contract, the Maintenance and

Support Services for all or any Software, or any Statement of Work, in accordance with the following:

14.1 Termination for Cause.

(a) The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by

the State: (i) endangers the value, integrity, or security of any State system, data, facility or personnel; (ii) becomes

insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by

any creditor; (iii) engages in any conduct that may expose the State to liability; or (iv) breaches any of its material

duties or obligations under this Contract. However, prior to termination of the Contract for a breach under section (iv),

the State must provide the Contractor with written notice of the breach and a time period (not less than 30 days) to

cure the breach. The State may terminate the Contract in the event the Contractor fails to cure the breach within the


18

applicable time period. Any reference to specific breaches being material breaches within this Contract will not be

construed to mean that other breaches are not material.

(b) If the State terminates this Contract under this Section 14.1, the State will issue a termination notice

specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified

period. If it is later determined that Contractor was not in breach of this Contract, the termination will be deemed to

have been a termination for convenience, effective as of the same date, and the rights and obligations of the parties

will be limited to those provided in Section 14.2.

(c) The State will only pay for amounts due to Contractor for Services and Deliverables accepted by the

State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor

for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by

the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition

costs, and any costs the State incurs to procure the Services from other sources up to the greater of (i) the amount

already paid to the Contractor, or (ii) $5,000,000.00.

14.2 Termination for Convenience. The State may immediately terminate this Contract in whole or in part,

without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination

notice will specify whether Contractor must: (a) cease performance immediately, or (b) continue to perform in

accordance with Section 14.3. If the State terminates this Contract for convenience, the State will pay all reasonable

costs, as determined by the State, for State approved Transition Responsibilities.

14.3 Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must,

for a period of time specified by the State (not to exceed 90 calendar days, unless otherwise agreed to by the

parties)(the “Transition Period”), provide all reasonable transition assistance requested by the State, to allow for the

expired or terminated portion of the

Contract to continue without interruption or adverse effect, and to facilitate the orderly transfer of the Services to the

State or its designees. Such transition assistance may include but is not limited to: (a) continuing to perform the

Services at the established Contract rates; (b) taking all reasonable and necessary measures to transition

performance of the work, including all applicable Services and Deliverables to the State or the State’s designee; (c)

taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect,

or return to the State all State Materials and State Data; (d) transferring title in and delivering to the State, at the

State’s discretion, all completed or partially completed Work Product prepared under this Contract as of the Contract

termination or expiration date; and

(e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding

accounts (collectively, the “Transition Responsibilities”). This Contract is automatically extended through the

end of the Transition Period.

14.4 Effect of Expiration or Termination.

(a) Upon termination or expiration of this Contract for any reason:

(i) Contractor will be obligated to perform all Transition Responsibilities specified in Section 14.3.

(ii) All licenses granted to Contractor in the State Materials and State Data will immediately and

automatically also terminate. Contractor must promptly return to the State all State Materials

and State Data not required by Contractor for its Transition Responsibilities, if any.


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(iii) Contractor will (A) return to the State all documents and tangible materials (and any copies)

containing, reflecting, incorporating, or based on the State’s Confidential Information, (B)

permanently erase the State’s Confidential Information from its computer systems and (C) certify

in writing to the State that it has complied with the requirements of this Section 14.4(a)(iii), in

each case to the extent such materials are not required by Contractor for Transition

Responsibilities, if any.

(b) No expiration or termination of this Contract will affect the State’s rights in any of the Deliverables

that have already been paid for by the State.

14.5 Survival. This Section 14 survives termination or expiration of this Contract.

15. Stop Work Order. The State may, at any time, order the Services of Contractor fully or partially stopped for its

own convenience for up to ninety (90) calendar days at no additional cost to the State. The State will provide

Contractor a written notice detailing such suspension (a “Stop Work Order”). Contractor must comply with the Stop

Work Order upon receipt. Within 90 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 this Contract. If the Stop Work Order lasts longer

than 10 Business Days, the parties will mutually agree upon an equitable adjustment in scheduling, Contractor resource

allocation, and cost. If the Stop Work Order is not canceled and the work covered by the Stop Work Order is not

terminated for cause under Section 14.1, the termination must be deemed to be a termination for convenience under

Section 14.2. For the avoidance of doubt, the State is not liable to Contractor for loss of profits because of a stop

work order issued under this Section.

16. Contractor Representations and Warranties.

16.1 Authority. Contractor represents and warrants to the State that:

(a) It is duly organized, validly existing, and in good standing as a corporation or other entity as

represented under this Contract under the laws and regulations of its jurisdiction of incorporation, organization, or

chartering;

(b) It has the full right, power, and authority to enter into this Contract, to grant the rights and licenses

granted under this Contract, and to perform its contractual obligations;

(c) The execution of this Contract by its Representative has been duly authorized by all necessary

organizational action; and

(d) When executed and delivered by Contractor, this Contract will constitute the legal, valid, and binding

obligation of Contractor, enforceable against Contractor in accordance with its terms.

16.2 Bid Response. Contractor represents and warrants to the State that:

(a) The prices proposed by Contractor were arrived at independently, without consultation,

communication, or agreement with any other bidder for the purpose of restricting competition; the prices quoted were

not knowingly disclosed by Contractor to any other bidder to the RFP; and no attempt was made by Contractor to

induce any other Person to submit or not submit a proposal for the purpose of restricting competition;

(b) All written information furnished to the State by or for Contractor in connection with this Contract,


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including Contractor’s Bid Response, is true, accurate, and complete, and contains no untrue statement of material

fact or omits any material fact necessary to make the information not misleading;

(c) Contractor is not in material default or breach of any other contract or agreement that it may have with

the State or any of its departments, commissions, boards, or agencies. Contractor further represents and warrants

that it has not been a party to any contract with the State or any of its departments that was terminated by the State

within the previous five (5) years for the reason that Contractor failed to perform or otherwise breached an obligation

of the contract; and

(d) If any of the certifications, representations, or disclosures made in Contractor’s Bid Response change

after contract award, the Contractor is required to report those changes immediately to the Contract Administrator.

16.3 Software and Service. Contractor represents and warrants to the State that:

(a) It will perform all Services in a professional and workmanlike manner in accordance with best industry

standards and practices for similar services, using personnel with the requisite skill, experience and qualifications,

and will devote adequate resources to meet its obligations under this Contract;

(b) It is in compliance with, and will perform all Services in compliance with, all applicable Law;

(c) The State will receive a good and valid license or title to the Software, free and clear of all

encumbrances and liens of any kind;

(d) When delivered and installed by Contractor, the Software will not contain any Harmful Code;

(e) The Software, including all updates, upgrades, new versions, new releases, enhancements,

improvements and other modifications thereof, but excluding components comprising State Materials, Third-Party

Materials, and Open-Source Components, is or will be the original creation of Contractor;

(f) As delivered, installed, specified, or approved by Contractor and used by the State or any Third Party

authorized by the State, the Software: (i) will not infringe, misappropriate, or otherwise violate any Intellectual Property

Right or other right of any third party; and (ii) will comply with all applicable Laws; and

(g) No expiration or loss of any patent or application for patent rights in the Software is pending, or, to

Contractor’s knowledge after reasonable inquiry, threatened or reasonably foreseeable, and Contractor has no reason

to believe that any claims of any such patent or patent application are or will be invalid, unenforceable, fail to issue, or

be materially limited or restricted beyond the current claims, except for patent rights expiring at the end of their statutory

term.

(h) All Software will be, and as installed in the Operating Environment (or any successor thereto) and used

in accordance with the Documentation will function in all respects, in material conformity with this Contract and the

Specifications and Documentation. This warranty shall continue until the end of the Warranty Period, and if applicable,

during the term of the Level 2 or Level 3 Maintenance and Support Services.

17. Indemnification.

17.1 General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions,

agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all

actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish


21

the right to indemnification), to the extent arising out of or relating to: (a) any breach by Contractor (or any of

Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any

of the promises, agreements, representations, warranties, or insurance requirements contained in this Contract; (b)

the State’s authorized use of the Licensed Software, Services, Documentation, Work Product, and/or Deliverables

that results in the infringement, misappropriation, or other violation of any Intellectual Property Right or other right of

any Third Party; and (c) any bodily injury, death, or damage to real or tangible personal property caused by the

negligent or tortious acts of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else

for whose acts any of them may be liable).

17.2 Indemnification Procedure. The State will notify Contractor in writing if indemnification is sought; however,

failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced. Contractor

must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations. The State is

entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own

counsel; and to (iv) retain control of the defense, at its own cost and expense, if the State deems necessary.

Contractor will not, without the State’s prior written consent (not to be unreasonably withheld), settle, compromise, or

consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. Any litigation

activity on behalf of the State or any of its subdivisions, under this Section 17, must be coordinated with the

Department of Attorney General. An attorney designated to represent the State may not do so until approved by the

Michigan Attorney General and appointed as a Special Assistant Attorney General.

17.3 Infringement Remedies.

(a) The remedies set forth in this Section 17.3 are in addition to, and not in lieu of, all other remedies that

may be available to the State under this Contract or otherwise, including the State’s right to be indemnified for such

actions.

(b) If any Software or any component thereof, other than State Materials, is found to be infringing or if any

use of any Software or any component thereof is enjoined, threatened to be

enjoined or otherwise the subject of an infringement claim, Contractor must, at Contractor’s sole cost and expense:

(i) procure for the State the right to continue to use such Software or component thereof to the full

extent contemplated by this Contract; or

(ii) modify or replace the materials that infringe or are alleged to infringe (“Allegedly Infringing

Materials”) to make the Software and all of its components non-infringing while providing

fully equivalent features and functionality.

(c) If neither of the foregoing is possible notwithstanding Contractor’s best efforts, then Contractor may

direct the State to cease any use of any materials that have been enjoined or finally adjudicated as infringing,

provided that Contractor will:

(i) refund to the State all amounts paid by the State in respect of such Allegedly Infringing Materials

and any other aspects of the Aggregate Software provided under the Statement of Work for the

Allegedly Infringing Materials that the State cannot reasonably use as intended under this

Contract; and

(ii) in any case, at its sole cost and expense, secure the right for the State to continue using the

Allegedly Infringing Materials for a transition period of up to six (6) months to allow the State to


22

replace the affected features of the Software without disruption.

(d) If Contractor directs the State to cease using any Software under Section 17.3(c), the State may

terminate this Contract for cause under Section 14.1.

(e) Contractor will have no liability for any claim of infringement arising solely from:

(i) Contractor’s compliance with any designs, specifications, or instructions of the State; or

(ii) Modification of the Software by the State without the prior knowledge and approval of

Contractor;

unless the claim arose against the Software independently of any of the above specified actions.

18. Liquidated Damages. Liquidated damages, if any, will be set forth in the Statement of Work or this Contract, and

the following provisions will apply:

(a) The parties agree that any delay or failure by Contractor to timely perform its obligations in accordance

with the Implementation Plan and Milestone Dates agreed to by the parties will interfere with the proper and timely

implementation of the Software, to the loss and damage of the State. Further, the State will incur major costs to

perform the obligations that would have otherwise been performed by Contractor. The parties understand and agree

that any liquidated damages Contractor must pay to the State as a result of such nonperformance are described in the

Statement of Work, and that these amounts are reasonable estimates of the State’s damages in accordance with

applicable Law.

(b) The parties acknowledge and agree that Contractor could incur liquidated damages for more than

one event if Contractor fails to timely perform its obligations by each Milestone Date.

(c) The assessment of liquidated damages will not constitute a waiver or release of any other remedy the

State may have under this Contract for Contractor’s breach of this Contract, including without limitation, the State’s

right to terminate this Contract for cause under Section 14.1, and the State will be entitled in its discretion to recover

actual damages caused by Contractor’s failure to perform its obligations under this Contract. However, the State will

reduce such actual damages by the amounts of liquidated damages received for the same events causing the actual

damages.

(d) Amounts due the State as liquidated damages may be set off against any Fees payable to Contractor

under this Contract, or the State may bill Contractor as a separate item and Contractor will promptly make payments

on such bills.

19. Damages Disclaimers and Limitations.

(a) Disclaimer of Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF

THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE

OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT FOR

CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST

PROFITS AND LOST BUSINESS OPPORTUNITIES.

(b) Limitation of Liability. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY TO THE


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OTHER UNDER THIS CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,

NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR

ARISING UNDER THIS CONTRACT, EXCEED THE AGGREGATE VALUE OF THE CONTRACT.

20. State Data.

20.1 Ownership. The State’s data (“State Data,” which will be treated by Contractor as Confidential Information)

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 Data does not include data provided or created by Contractor

unless such data is provided or created for the sole use of the State. State Data is and will remain the sole and

exclusive property of the State and all right, title, and interest in the same is reserved by the State. This Section 20.1

survives termination or expiration of this Contract.

20.2 Contractor Use of State Data. Contractor is provided a limited license to State Data for the sole and

exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display State

Data only to the extent necessary in the provision of the Services. Contractor must: (a) keep and maintain State Data

in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further

described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and

disclose State Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in

accordance with this Contract, any applicable Statement of Work, and applicable law; and (c) not use, sell, rent,

transfer, distribute, or otherwise disclose or make available State Data for Contractor’s own purposes or for the

benefit of anyone other than the State without the State’s prior written consent. This Section 20.2 survives

termination or expiration of this Contract.

20.3 Loss or Compromise of Data. In the event that Contractor causes the security, confidentiality, or integrity of

State Data to be compromised, Contractor must, as applicable: (a) notify the State as soon as practicable but no later

than forty-eight (48) hours of becoming aware of such occurrence; (b) cooperate with the State in investigating the

occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to

comply with applicable law or as otherwise required by the State; (c) in the case of PII or PHI, at the State’s sole

election, (i) notify the affected individuals who comprise the PII or PHI as soon as practicable but no later than is

required to comply with applicable law, or, in the absence of any legally required notification period, within five (5)

calendar days of the occurrence; or (ii) reimburse the State for costs in notifying the affected individuals; (d) in the

case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise

the PII for the period required to comply with applicable law; (e) perform or take any other actions required to comply

with applicable law as a result of the occurrence; (f) pay for reasonable costs associated with the occurrence,

including but not limited to costs incurred by the State in investigating and resolving the occurrence, including

reasonable attorney’s fees associated with such investigation and resolution; (g) without limiting Contractor’s

obligations of indemnification as further described in this Contract, indemnify, defend, and hold harmless the State for

any and all third party claims, including reasonable attorneys’ fees, costs, and incidental expenses, which may be

suffered by, accrued against, charged to, or recoverable from the State in connection with the occurrence; (h) be


24

responsible for recreating lost State Data, if possible, in the manner and on the schedule set by the State without

charge to the State; and (i) provide to the State a detailed plan within twenty (20) calendar days of the occurrence

describing the measures Contractor will undertake to prevent a future occurrence. Notification to affected individuals,

as described above, must comply with applicable law. The State will have the option to review and approve any

notification sent to affected individuals prior to its delivery. This Section 20.3 survives termination or expiration of this

Contract.

21. Confidential Information. Each party acknowledges that it may be exposed to or acquire communication or data

of the other party that is confidential in nature and is not intended to be disclosed to third parties. This Section 21

survives termination or expiration of this Contract.

21.1 Meaning of Confidential Information. The term “Confidential Information” means all information and

documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of

disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was

subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar

meaning; or, (c) should reasonably be recognized as confidential information of the disclosing party. The term

“Confidential Information” does not include any information or documentation that was or is: (a)subject to disclosure

under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the receiving party without an

obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving

party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing

party without an obligation of confidentiality; or, (e) publicly available when received, or thereafter became publicly

available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party).

Notwithstanding the above, in all cases and for all matters, State Data is deemed to be Confidential Information.

21.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and

not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third

parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this

Contract. The parties also agree not to use such Confidential Information for any purposes whatsoever other than the

performance of this Contract. The parties agree to advise and require their respective employees, agents, and

subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to the Contractor’s

subcontractor is permissible where: (a) the subcontractor is a Permitted Subcontractor; (b) the disclosure is

necessary or otherwise naturally occurs in connection with work that is within the Permitted Subcontractor's

responsibilities; and (c) Contractor obligates the Permitted Subcontractor in a written contract to maintain the State's

Confidential Information in confidence. At the State’s request, any of the Contractor’s Representatives may be

required to execute a separate agreement to be bound by the provisions of this Section 21.2. The State will require its

third party contractors (non-State employees) who will have access to Contractor Confidential Information to sign a

mutually agreed upon non-disclosure agreement.

21.3 Cooperation to Prevent Disclosure of Confidential Information. Each party must use its best efforts to assist

the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the foregoing, each party must advise the other party immediately in the event either party learns or

has reason to believe that any person who has had access to Confidential Information has violated or intends to

violate the terms of this Contract. Each party will cooperate with the other party in seeking injunctive or other

equitable relief against any such person.

21.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation


25

of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately

compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the

breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be

available, to include, in the case of the State, at the sole election of the State, the immediate termination, without

liability to the State, of this Contract or any Statement of Work corresponding to the breach or threatened breach.

21.5 Surrender of Confidential Information upon Termination. Upon termination or expiration of this Contract or a

Statement of Work, in whole or in part, each party must, within five (5) calendar days from the date of termination,

return to the other party any and all Confidential Information received from the other party, or created or received by a

party on behalf of the other party, which are in such party’s possession, custody, or control. If Contractor or the State

determine that the return of any Confidential Information is not feasible, such party must destroy the Confidential

Information and certify the same in writing within five (5) calendar days from the date of termination to the other party.

22. Data Privacy and Information Security.

22.1 Undertaking by Contractor. Without limiting Contractor’s obligation of confidentiality as further described,

Contractor is responsible for adhering to and complying with the State’s existing data privacy and information

security program, including physical, technical, administrative, and organizational safeguards, that is designed to:

(a) ensure the security and confidentiality of the State Data; (b) protect against any anticipated threats or hazards to

the security or integrity of the State Data; (c) protect against unauthorized disclosure, access to, or use of the State

Data; (d) ensure the proper disposal of State Data; and (e) ensure that all Contractor Representatives comply with

all of the foregoing. Contractor must at all times comply with all applicable State IT policies and standards, which

are available at http://www.michigan.gov/dtmb/0,4568,7- 150-56355_56579_56755---,00.html.

22.2 State’s Right to Termination for Deficiencies. The State reserves the right, at its sole election, to

immediately terminate this Contract or the Statement of Work without limitation and without liability if the State

determines that Contractor fails or has failed to meet its obligations under this Section 22.

23. HIPAA Compliance. The State and Contractor must comply with, if applicable, all obligations under HIPAA and

its accompanying regulations, including but not limited to entering into a business associate agreement, if reasonably

necessary to keep the State and Contractor in compliance with HIPAA.

24. Payment Card Industry Data Security Standard. The State and Contractor must comply, if applicable, with the

Payment Card Industry Data Security Standard (PCI DSS). The Contractor is responsible for the security of cardholder

data in its possession. The data may only be used to assist the State or for other uses specifically authorized by law.

25. CEPAS Electronic Receipt Processing Standard. All electronic commerce applications that allow for

electronic receipt of credit or debit card and electronic check (ACH) transactions must be processed via the State’s

Centralized Electronic Payment Authorization System (CEPAS).

26. Records Maintenance, Inspection, Examination, and Audit.

26.1 Right of Audit. The State or its designee may audit Contractor to verify compliance with this Contract.

Contractor must retain, and provide to the State or its designee and the auditor general upon request, all financial and

accounting records related to this Contract through the Term of this Contract and for seven (7) years after the latter of

termination, expiration, or final payment under this Contract or any extension (“Financial Audit Period”). If an audit,


26

litigation, or other action involving the records is initiated before the end of the Financial Audit Period, Contractor must

retain the records until all issues are resolved.

26.2 Right of Inspection. Within ten (10) calendar days of providing notice, the State and its authorized

representatives or designees have the right to enter and inspect Contractor’s premises or any other places where

Services are being performed, and examine, copy, and audit all records related to this Contract. Contractor must

cooperate and provide reasonable assistance.

If financial errors are revealed, the amount in error must be reflected as a credit or debit on subsequent invoices until

the amount is paid or refunded. Any remaining balance at the end of this Contract must be paid or refunded within

forty-five (45) calendar days.

26.3 Application. This Section 26 applies to Contractor, any Affiliate, and any Permitted Subcontractor that

performs Services in connection with this Contract.

27. Insurance Requirements.

27.1 Contractor must maintain the insurances identified below and is responsible for all deductibles. All required

insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from

Contractor’s or a Permitted Subcontractor’s performance; (b) be primary and non-contributing to any comparable

liability insurance (including self-insurance) carried by the State; and (c) be provided by an company with an A.M.

Best rating of “A” or better and a financial size of VII or better.

Insurance Type Additional Requirements

Commercial General Liability Insurance

Minimal Limits: $1,000,000 Each Occurrence Limit $1,000,000 Personal & Advertising Injury Limit $2,000,000 General Aggregate Limit $2,000,000 Products/Completed

Operations

Deductible Maximum: $50,000 Each Occurrence

Contractor must have its policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 2010 07 04 and CG 2037 07 04; (2) include a waiver of subrogation; and (3) for a claims-made policy, provide 3 years of tail coverage.

Umbrella or Excess Liability Insurance

Minimal Limits: $5,000,000 General Aggregate

Contractor must have its policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds, and (2) include a waiver of subrogation.

Motor Vehicle Insurance

Minimal Limits: $1,000,000 Per Occurrence

Workers' Compensation Insurance


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Minimal Limits: Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance

Minimal Limits: $500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease.

Privacy & Security Liability (Cyber Liability) Insurance

Minimal Limits: $5,000,000 Each Occurrence $5,000,000 Annual Aggregate

Contractor must have its policy: cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

Crime Insurance

Minimal Limits: $3,000,000 Employee Theft Per Loss

Contractor must have its policy: (1) cover forgery and alteration, theft of money and securities, robbery and safe burglary, computer fraud, funds transfer fraud, money order and counterfeit currency., and (2) endorsed to add “the State of Michigan” as Loss Payees.

Professional Liability (Errors and Omissions) Insurance

Minimal Limits: $3,000,000 Each Occurrence $3,000,000 Annual Aggregate

Deductible Maximum: $50,000 Per Loss


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27.2 If Contractor’s policy contains limits higher than the minimum limits, the State is entitled to coverage to the

extent of the higher limits. The minimum limits are not intended, and may not be construed to limit any liability or indemnity

of Contractor to any indemnified party or other persons.

27.3 If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage

with a Retroactive Date before the effective date of the contract or the beginning of contract work; (b) maintain

coverage and provide evidence of coverage for at least three (3) years after completion of the contract of work; and

(c) if coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a

Retroactive Date prior to the contract effective date, the Contractor must purchase extended reporting coverage for a

minimum of three (3) years after completion of work.

27.4 Contractor must: (a) provide insurance certificates to the State’s Contract Administrator, containing the

Contract number, at Contract formation and within twenty (20) calendar days of the expiration date of the applicable

policies; (b) require that Permitted Subcontractors maintain the required insurances contained in this Section; (c) notify

the State’s Contract Administrator within five (5) Business Days if any insurance is cancelled; and (d) waive all rights

against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this

waiver.

28. Dispute Resolution.

28.1 Unless otherwise specified in the Statement of Work, the parties will endeavor to resolve any Contract

dispute in accordance with Section 28. The initiating party will reduce its description of the dispute to writing (including

all supporting documentation) and deliver it to the responding party’s Project Manager. The responding party’s Project

Manager must respond in writing within five (5) Business Days. The initiating party has five (5) Business Days to

review the response. If after such review resolution cannot be reached, both parties will have an additional five (5)

Business Days to negotiate in good faith to resolve the dispute. If the dispute cannot be resolved within a total of

fifteen (15) Business Days, the parties must submit the dispute to the parties’ Contract Administrators. The parties will

continue performing while a dispute is being resolved, unless the dispute precludes performance. A dispute involving

payment does not preclude performance.

28.2 Litigation to resolve the dispute will not be instituted until after the dispute has been elevated to the parties’

Contract Administrators, and either Contract Administrator concludes that resolution is unlikely, or fails to respond

within fifteen (15) Business Days. The parties are not prohibited from instituting formal proceedings: (a) to avoid the

expiration of statute of limitations period; (b) to preserve a superior position with respect to creditors; or (c) where a

party makes a determination that a temporary restraining order or other injunctive relief is the only adequate remedy.

This Section 28 does not limit the State’s right to terminate this Contract.

29. Miscellaneous.

29.1 Effect of Contractor Bankruptcy. All rights and licenses granted by Contractor under this Contract are and

will be deemed to be rights and licenses to “intellectual property,” and all Work Product is and will be deemed to be

“embodiments” of “intellectual property,” for purposes of, and as such terms are used in and interpreted under,

Section 365(n) of the United States Bankruptcy Code (the “Code”). If Contractor or its estate becomes subject to any

bankruptcy or similar proceeding, the State retains and has the right to fully exercise all rights, licenses, elections,

and protections under this Contract, the Code and all other applicable bankruptcy, insolvency, and similar Laws with

respect to all Software and other Work Product. Without limiting the generality of the foregoing, Contractor

acknowledges and agrees that, if Contractor or its estate shall become subject to any bankruptcy or similar


29

proceeding:

(a) all rights and licenses granted to the State under this Contract will continue subject to the terms and

conditions of this Contract, and will not be affected, even by Contractor’s rejection of this Contract; and

(b) the State will be entitled to a complete duplicate of (or complete access to, as appropriate) all such

intellectual property and embodiments of intellectual property comprising or relating to any Software or other Work

Product, and the same, if not already in the State’s possession, will be promptly delivered to the State, unless

Contractor elects to and does in fact continue to perform all of its obligations under this Contract.

29.2 Conflicts and Ethics. Contractor will uphold high ethical standards and is prohibited from: (a) holding or

acquiring an interest that would conflict with this Contract; (b) doing anything that creates an appearance of

impropriety with respect to the award or performance of the Contract; (c) attempting to influence or appearing to

influence any State employee by the direct or indirect offer of anything of value; or (d) paying or agreeing to pay any

person, other than employees and consultants working for Contractor, any consideration contingent upon the award

of the Contract. Contractor must immediately notify the State of any violation or potential violation of these standards.

This Section 29.2 applies to Contractor, any Affiliate, and any Permitted Subcontractor that Performs Services in

connection with this Contract.

29.3 Compliance with Laws. The parties must comply with all Laws in connection with this Contract.

29.4 Nondiscrimination. Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq., and the

Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., Contractor and its Permitted

Subcontractors agree not to discriminate against an employee or applicant for employment with respect to hire,

tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment,

because of race, color, religion, national origin, age, sex, height, weight, marital status, or mental or physical

disability. Breach of this covenant is a material breach of this Contract.

29.5 Unfair Labor Practice. Under MCL 423.324, the State may void any Contract with a Contractor or Permitted

Subcontractor who appears on the Unfair Labor Practice register compiled under MCL 423.322.

29.6 Schedules All Schedules that are referenced herein and attached hereto are hereby incorporated by

reference. The following Schedules are attached hereto and incorporated herein:

Schedule A Statement of Work

Exhibit 1 License Agreement

Exhibit 2 Service Level Agreement

Schedule B Pricing

29.7 Governing Law. This Contract is governed, construed, and enforced in accordance with Michigan law,

excluding choice-of-law principles, and all claims relating to or arising out of this Contract are governed by Michigan

law, excluding choice-of-law principles. Any dispute arising from this Contract must be resolved in the Michigan Court

of Claims. Complaints against the State must be initiated in Ingham County, Michigan. Contractor waives any

objections, such as lack of personal jurisdiction or forum non conveniens. Contractor must appoint agents in

Michigan to receive service of process.

29.8 Non-Exclusivity. Nothing contained in this Contract is intended nor is to be construed as creating any

requirements contract with either party. This Contract does not restrict either party from contracting with other entities


30

for similar, equal, or like Services.

29.9 Force Majeure. Neither party will be liable or responsible to the other party, nor will be deemed to have

defaulted under or breached this Contract, for any failure or delay in fulfilling or performing any term of this Contract,

when and to the extent such failure or delay is caused by:

(a) acts of God;

(b) flood, fire or explosion;

(c) war, terrorism, invasion, riot, or other civil unrest;

(d) embargoes or blockades in effect on or after the date of this Contract;

(e) national or regional emergency; or

(f) any passage of law or governmental order, rule, regulation or direction, or any action taken by a

governmental or public authority, including imposing an embargo, export or import restriction, quota or other

restriction or prohibition.

(each of the foregoing, a “Force Majeure”), in each case, provided that: (i) such event is outside the

reasonable control of the affected party; (ii) the affected party provides prompt notice to the other party, stating the

period of time the occurrence is expected to continue; and (iii) the affected party uses diligent efforts to end the failure

or delay and minimize the effects of such Force Majeure event.

29.10 Relationship of the Parties. The relationship between the parties is that of independent contractors.

Nothing contained in this Contract is to be construed as creating any agency, partnership, joint venture or other form

of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to

contract for or bind the other party in any manner whatsoever.

29.11 Media Releases. News releases (including promotional literature and commercial advertisements)

pertaining to this Contract or project to which it relates must not be made without the prior written approval of the

State, and then only in accordance with the explicit written instructions of the State. However, Contractor may

publicize (i) that Contractor has a contract with the State and (ii) the Contract effective date, the Contract term that the

Contract scope includes both driver and vehicle systems, and the Contract value without prior written approval from

the State.

29.12 Website Incorporation. The State is not bound by any content on Contractor’s website unless expressly

incorporated directly into this Contract.

29.13 Notices. All notices, requests, consents, claims, demands, waivers and other communications under this

Contract must be in writing and addressed to the parties as follows (or as otherwise specified by a party in a notice

given in accordance with this Section 29.13):

If to Contractor: Fast Enterprises, LLC

7229 South Alton Way Centennial, CO 80112

Email: [email protected] and [email protected]


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Attention: Megan Mooney – Counsel

If to State: DTMB Procurement Constitution Hall

525 W. Allegan St, 1st FL, NE PO Box 30026 Lansing, MI 48909-7526

Email: [email protected] Attention: James

Topping, Buyer

Notices sent in accordance with this Section 29.13 will be deemed effectively given: (a) when

received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally

recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of

transmission), if sent during normal business hours of the recipient, and on the next Business Day, if sent

after normal business hours of the recipient; or (d) on the fifth (5th) calendar day after the date mailed, by

certified or registered mail, return receipt requested, postage prepaid.

29.14 Headings. The headings in this Contract are for reference only and will not affect the interpretation of this

Contract.

29.15 Assignment. Neither party may assign or otherwise transfer any of its rights, or delegate or otherwise

transfer any of its obligations or performance, under this Contract, in each case whether voluntarily, involuntarily, by

operation of law or otherwise, without the other party’s prior written consent. For purposes of the preceding sentence,

and without limiting its generality, any merger, consolidation or reorganization involving a party (regardless of whether

the party is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance

under this Contract for which the other party’s prior written consent is required. No delegation or other transfer will

relieve a party of any of its obligations or performance under this Contract. Any purported assignment, delegation, or

transfer in violation of this Section 29.15 is void.

29.16 No Third-Party Beneficiaries. This Contract is for the sole benefit of the parties and their respective

successors and permitted assigns. Nothing in this Contract, express or implied, is intended to or will confer on any

other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of

this Contract.

29.17 Amendment and Modification; Waiver. No amendment to or modification of this Contract is effective unless

it is in writing, identified as an amendment to this Contract and signed by both parties Contract Administrator. Further,

certain amendments to this Contract may require State Administrative Board Approval. No waiver by any party of any

of the provisions of this Contract will be effective unless explicitly set forth in writing and signed by the party so

waiving. Except as otherwise set forth in this Contract, no failure to exercise, or delay in exercising, any right, remedy,

power, or privilege arising from this Contract will operate or be construed as a waiver. Nor will any single or partial

exercise of any right, remedy, power or privilege under this Contract preclude the exercise of any other right, remedy,

power or privilege.

29.18 Severability. If any term or provision of this Contract is invalid, illegal, or unenforceable in any jurisdiction,

such invalidity, illegality or unenforceability will not affect any other term or provision of this Contract or invalidate or

render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other


32

provision is invalid, illegal, or unenforceable, the parties must negotiate in good faith to modify this Contract so as to

effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the

transactions be consummated as originally contemplated to the greatest extent possible.

29.19 Equitable Relief. Each party acknowledges that a breach by a party of Section 12 (Intellectual Property

Rights; Ownership), Section 20 (State Data), or Section 21 (Confidential Information) may cause the non-breaching

party immediate and irreparable harm, for which an award of damages would not be adequate compensation. Each

party agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to

equitable relief, including in the form of orders for preliminary or permanent injunction, specific performance, and any

other relief that may be available from any court. Such remedies will not be deemed to be exclusive but will be in

addition to all other remedies available under this Contract, at law or in equity, subject to any express exclusions or

limitations in this Contract to the contrary.

29.20 Counterparts. This Contract may be executed in counterparts, each of which will be deemed an original,

but all of which together will be deemed to be one and the same Contract. A signed copy of this Contract delivered by

email or other means of electronic transmission (to which a signed PDF copy is attached) will be deemed to have the

same legal effect as delivery of an original signed copy of this Contract.

29.21 Entire Agreement. This Contract, together with all Schedules, Exhibits, and the Statement of Work

constitutes the sole and entire agreement of the parties to this Contract with respect to the subject matter contained

herein, and supersedes all prior and contemporaneous understandings and agreements, representations and

warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the

statements made in the body of this Contract, the Schedules, Exhibits, and the Statement of Work, the following

order of precedence governs: (a) first, this Contract, excluding its Exhibits and Schedules, and the Statement of

Work; and (b) second, the Statement of Work as of the Effective Date; and (c) third, the Exhibits and Schedules to

this Contract as of the Effective Date. NO TERMS ON CONTRACTORS WEBSITE, BROWSE-WRAP, SHRINK-

WRAP, CLICK-WRAP, CLICK- THROUGH OR OTHER NON-NEGOTIATED TERMS AND CONDITIONS

PROVIDED WITH ANY OF THE SERVICES, OR DOCUMENTATION HEREUNDER WILL CONSTITUTE A PART

OR AMENDMENT OF THIS CONTRACT OR IS BINDING ON THE STATE OR ANY AUTHORIZED USER FOR

ANY PURPOSE. ALL SUCH OTHER TERMS AND CONDITIONS HAVE NO FORCE AND EFFECT AND ARE

DEEMED REJECTED BY THE STATE AND THE AUTHORIZED USER, EVEN IF ACCESS TO OR USE OF SUCH

SERVICE OR DOCUMENTATION REQUIRES AFFIRMATIVE ACCEPTANCE OF SUCH TERMS AND

CONDITIONS.


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EXHIBIT 1 - FastDS‐VS® Software Licensing Agreement

This Software Licensing Agreement (“Agreement”) is made by and between Fast Enterprises, LLC, a New York limited liability company (“FAST” or “Licensor”) and the State of Michigan (“Licensee”). This Agreement is being entered into concurrently with Contract No. 071B7700121 by and between the parties (the “Contract”).

1. DEFINITIONS. As used in this Agreement, the following terms shall have the meanings ascribed to them: 1.1. “Software” means the FastDS‐VS®1 Software that is the subject of this Agreement. Software

includes tools and utilities that may be provided by FAST as part of the FastDS‐VS® package, as well as any fixes, enhancements, additions, and other modifications to the Software that may be provided.

1.2. “Documentation” means all documentation associated with the Software, including technical data, computer listings and printouts, in human‐readable form that:

1.2.1. Documents the design or details of the Software; 1.2.2. Explains the capabilities of the Software; or 1.2.3. Provides operating instructions for using the Software to obtain desired results from a

computer.

2. SOFTWARE LICENSE. 2.1. FAST grants the Licensee, in consideration for the license fee paid, a non‐transferable,

perpetual, royalty free and non‐exclusive right to use the Software, in object code form, and the Documentation furnished under this Agreement (the “License”).

2.2. This grant shall allow the Licensee to use the Software for its business purposes as described in the Contract.

2.3. The Licensee may install the Software on any workstation or server within the Licensee’s business operation.

2.4. All Software and Documentation furnished to the Licensee under this Agreement shall be used by the Licensee only for the purposes authorized under this Agreement and the Contract.

2.5. The Licensee agrees to use its best efforts to see that its employees and users of the Software and Documentation comply with the terms and conditions set out in this Agreement.

2.6. The Licensee shall not take any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent of the Software.

2.7. The License extends to new versions of the Software, provided the Licensee has purchased and is current on its optional subscription to annual maintenance and/or support services and the Licensee’s subscription to annual maintenance and/or support services includes access to new versions of the Software.

2.8. FAST may, at no additional charge, modify the Software to improve operation and reliability or to meet legal requirements. Changes to the site code implemented for the State must be in accordance with State implementation standards, and must not affect integrations.

2.9. Relocation of Software is the Licensee’s responsibility and may result in additional support charges and modified service response times under any Support or Maintenance Agreement that FAST has entered into or will enter into with the Licensee if such relocation materially affects FAST’s ability to provide such services.

2.10. The Licensee is responsible for the security of its proprietary and confidential information and for maintaining a procedure external to the Software to reconstruct lost or altered files, data or programs.

2.11. The License granted hereunder is not assignable or transferable. 2.12. This Agreement does not grant a license to the Licensee to resell or otherwise redistribute the

Software and Documentation.

3. REPRODUCTION OF SOFTWARE/DOCUMENTATION.

3.1 The Licensee may not copy or reprint the Software in whole or in substantial part except as described in this Agreement or the Contract.

1 FastDS‐VS® is a registered trademark of Fast Enterprises, LLC.


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3.2 The Licensee may not reproduce or copy the Documentation provided by FAST under this

Agreement, in whole or in part, except as necessary for use as authorized under this Agreement and the Contract. Any copy of the Documentation must contain the same copyright notice and proprietary markings that are on the original Documentation.

4. INTELLECTUAL PROPERTY/OWNERSHIP OF SOFTWARE. The Licensee acknowledges that the

Software and Documentation, and all improvements and modifications made to them by any party that are intended for use by multiple Licensor clients, are and remain the sole property of FAST. This Agreement neither expresses nor implies that any interest in the Software and Documentation is assigned or transferred to the Licensee, except to the extent of the License granted by this Agreement.

5. FORM OF SOFTWARE. The Licensee agrees that the Software supplied under this Agreement shall be

delivered to the Licensee in object code form only. FAST will maintain the Software source code with an escrow agent and list the Licensee as an authorized recipient of the source code in the event that FAST has not made suitable alternate arrangements for the continued maintenance of the Software and: 5.1. A receiver is appointed for FAST or for its property and assets; 5.2. Proceedings under bankruptcy or insolvency laws are commenced by or against FAST; or 5.3. FAST ceases doing business or discontinues offering maintenance for the Software.

6. ASSIGNMENT. This Agreement cannot be transferred or assigned without the mutual written consent

of FAST and the Licensee.

7. WAIVER. None of the provisions of this Agreement will be deemed to have been waived by any act or acquiescence by any party, but only by an instrument in writing signed by an authorized representative of the waiving party. No waiver of any provision of this Agreement will constitute a waiver of any other provision or of the same provision on another occasion. Failure to enforce any provision of this Agreement will not constitute waiver of such provision or any other provisions of this Agreement.

8. ENTIRE AGREEMENT. This Agreement, along with the Master Contract, represents the entire

agreement between the parties regarding its subject matter, superseding any prior oral or written agreements or understandings relating thereto.

9. SEVERABILITY. Should any one or more of the provisions of this Agreement be held invalid or

unenforceable by a court of competent jurisdiction, it shall be considered severed from this Agreement and shall not serve to invalidate the remaining provisions of this Agreement.

10. BINDING NATURE; NO THIRD PARTY BENEFICIARY. The terms and provisions of this Agreement

shall be binding upon and inure to the benefit of the parties, and their respective successors and assigns, and is made solely and specifically for their benefit. No other person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third‐party beneficiary or otherwise.

11. AMENDMENT. This Agreement may only be enlarged, altered, voided or modified by a written

amendment signed by FAST and the Licensee.

12. HEADINGS. Descriptive headings and Section/Paragraph numbering in this Agreement are for convenience only and shall not affect the construction or meaning of contractual language.

13. SURVIVAL OF CERTAIN AGREEMENT TERMS. Notwithstanding anything herein to the contrary, the

parties understand and agree that all terms and conditions of this Agreement and the attachment hereto which may require continued performance, compliance, or effect beyond the termination or expiration date of the Agreement shall survive such termination or expiration date and shall be enforceable by the parties as provided herein in the event of a failure to perform or to comply by either party.

14. GOVERNING LAW. This Agreement shall be construed and governed in accordance with the laws of

the State of Michigan without giving effect to Michigan’s choice of law provisions.


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ACCEPTED AND AGREED TO:

Print name and Title

Signature Date: ACCEPTED AND AGREED TO: FAST ENTERPRISES, LLC Per:

Print name

Signature Date:


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EXHIBIT 2 – Service Level Agreement

During the Stabilization, PARE, and Warranty and at any time the State elects to purchase Level 2 or Level 3 Maintenance and Support Services, as described in the Statement of Work (SOW), contractor will provide services in accordance with Section I below in this Service Level Agreement described. In the event the State purchases Level 1 Maintenance as described in the SOW, the SLAs included in Section II – FastDS-VS Level 1- Basic Maintenance will apply.

I. Stabilization, PARE, Warranty and Enhanced Maintenance and Production Support Service Level Agreement

A. Operational Considerations.

1. SLAs will not be calculated for individual Incidents where any event of Excusable Failure has been

determined; Incident means any interruption in Services.

2. SLAs will not be calculated for individual Incidents where loss of service is planned and where the State has received prior notification and/or coordination.

3. SLAs will not apply if the applicable Incident could have been prevented through planning proposed by Contractor and not implemented at the request of the State. In order to invoke this consideration, complete documentation relevant to the denied planning proposal must be presented to substantiate the proposal.

B. Time Period Measurements. Time period measurements will be based on the time Incidents are received by the Contractor and the time that the State receives notification of resolution based on 24x7x365 time period, except that the time period measurement will be suspended based on the following (“Stop-Clock Conditions”):

1. Time period(s) will not apply where Contractor does not have access to a physical State Location and where access to the State Location is necessary for problem identification and resolution.

2. Time period(s) will not apply where Contractor needs to obtain timely and accurate information or appropriate feedback and is unable to obtain timely and accurate information or appropriate feedback from the State.

C. Chronic Failure. Chronic Failure for any Service(s) will be defined as three (3) unscheduled outage(s) or interruption(s) on any individual Service for the same reason or cause or if the same reason or cause was reasonably discoverable in the first instance over a rolling thirty (30) day period. Chronic Failure will result in the State’s option to terminate the effected individual Service(s) and procure them from a different vendor with Contractor to pay the difference in charges for up to three (3) additional months. However, Contractor’s liability under this Section shall not exceed twice the monthly fee for FastDS-VS Maintenance. The termination of the Service will not affect any tiered pricing levels.

D. Root Cause Analysis. Root Cause Analysis will be performed on any Business Critical outage(s) or outage(s) on Services when requested by the Contract Administrator or designated individuals. Contractor will provide its analysis within two (2) weeks of outage(s) and provide a recommendation for resolution to include the same components as exist in the DTMB Root Cause Analysis template, DTMB-0202.

E. Rounding. All decimals shall be rounded to two decimal places with 5 and greater rounding up and 4 and less rounding down unless otherwise specified.

Requirement 1 Scheduled Hours of On-Line Availability


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Description

The system must be accessible by users for the schedule hours listed below for the purpose of measuring the performance standards:

Region Scheduled Hours of On-Line Availability

Production 7x24x365*

The Contractor must develop a mutually acceptable tracking and reporting process for this service level objective.

*Times listed are exclusive of any time the system is unusable due to the following: 1) planned Maintenance Windows; 2) the State’s internet service provider or failure of the State provided infrastructure, 3) a force majeure event, 4) any failure in the State’s hardware, software, or network connection, 5) State’s bandwidth restrictions, 6) State’s acts or omissions, and 7) anything outside of the direct control of Contractor.

Measurement Downtime is measured from the time a problem record is opened and the outage has been coded until the problem has been resolved and service has been restored. The vendor must provide a tool to track and measure the availability objective.

Target Performance 99.9% compliance with target service level

Period of Review Monthly

Requirement 2 On-line Response Time

Description

Both online inquiry and online update of single transactions must be achieved within the cumulative transaction response times specified below:

Region Performance Standard

Business Testing and Staging <5.0 sec – 85%* **

Production <2.0 sec – 95%* System will support up to 2,000 concurrent users

The Contractor must develop a mutually acceptable tracking and reporting process for this service level objective.

* Large reports, file uploading, document images, and external interfaces are excluded from this response time. Response time is defined as the duration between when the system receives a user call and the action is returned to the user. Internet response times, human interaction times, and items outside the control of Contractor are not included in response time measurement. ** On-line Response Time for Business Testing and Staging Regions does not impact service credits or holdbacks.


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Measurement See description above

Target Performance 100% compliance with target service level


Requirement 3 Issue Response and Resolution Time

Definitions

• Severity 1: An error resulting in the failure of the complete software system or 100% of a single Key Function 1-7, as described below**. In the event of a severity 1 issue, the normal process is to issue an immediate ‘hot fix’ to the environment once available. The standard turnaround time for such corrections is 24 consecutive hours. Response time will be calculated from the date and time that the issue is first reported by the State. All Severity 1 items will have a 24 consecutive hour resolution time.***

• Severity 2: An error resulting in the Widespread* failure of a Key Function ** of the software system or performance degradation which causes a major business impact to a Key Function. In the event of a severity 2 issue, the normal process is to issue an immediate ‘hot fix’ to the environment once available. The standard turnaround time for such corrections is 2 calendar days. Response time will be calculated from the date and time that the issue is first reported by the State. All Severity 2 items will have a 2 day resolution time. ***

*Widespread means: 1) in the case of one specific function such as issuing a resident State ID, when that function is experiencing a 50% or greater failure rate; and 2) in the case of multiple functions such as external customer interfaces, when 50% or more of transactions in that subsystem or group of functions are failing (i.e., 50% of transactions across all external customer interfaces are failing). **Key Functions are: 1) issuing and renewing resident non-commercial driver license; 2) issuing and renewing resident commercial driver license; 3) issuing and renewing resident State ID; 4) reinstating suspended drivers; 5) registering in-state vehicle; 6) renewing in-state vehicle registration; 7) maintaining availability of law enforcement interfaces (other than scheduled maintenance times) for driver license and vehicle information; 8) reporting and document management; 9) professional and dealer licensing; 10) driver activity; 11) external customer interfaces; 12) case management and scheduling; 13) audit and enforcement; and 14) finance and reconciliation. Note: issuing and renewing driver licenses and ids require AAMVA CDLIS, PDPS and SSOLV to be available. ***For Severity Level 1 and Level 2, a permanent fix is expected, if applicable, within 30 calendar days from when the “hot fix” is applied.

• Severity 3: A defect resulting in some operational impact, but where there is a workaround alternative(s) to continue processing transactions. In the event of a severity 3 issue, it will be bundled with other severity 3 issues and delivered in a service patch release. Response time will be calculated from the date and time that the issue is first reported by the State. All Severity 3 items will have a 30 day resolution time.


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• Severity 4: A defect or configuration not critical to customer that does not impact or impair the ability to use the production system. In the event of a severity 4 issue, it will be bundled with other severity 3 or 4 issues and delivered as a service patch release. Response time will be calculated from the date and time that the issue is first reported by the State. All Severity 4 items will have a 4 month resolution time.

Description

The Contractor must respond to and resolve issues that have been designated as vendor-owned issues within the times below, unless otherwise agreed upon by the State and the Contractor:

ISSUE SEVERITY RESPONSE TIME RESOLUTION TIME

Severity 1 10 minutes 24 hours

Severity 2 30 minutes 2 days

Severity 3 1 day 30 days

Severity 4 2 weeks 4 months

Response Time: The time period after Contractor’s receipt of the information required from State for Contractor’s support team to begin resolution and open an incident ticket using local instance of Contractor’s solution manager utility.

Resolution Time: Resolution Time begins once the State makes a final decision as to the approach for resolving an issue and ends once the solution is made available to State for user testing.

Measurement The Contractor must develop a mutually acceptable tracking and reporting process for this service level objective including defining categories of problems and statistics to be reported.

Target Performance 100% compliance with target service level


F. Service Credits.

1. In the event that Contractor fails to meet the Response and Resolution times identified above, Contractor will

be responsible for the Service Credits identified below. Contractor shall only be responsible for Service Credits in the event that the delay is caused solely by Contractor. Times listed are exclusive of any time the system is unusable due to the following: 1) planned Maintenance Windows; 2) the State’s internet service provider or failure of the State provided infrastructure, 3) a force majeure event, 4) any failure in the State’s hardware, software, or network connection, 5) State’s bandwidth restrictions, 6) State’s acts or omissions, and 7) anything outside of the direct control of Contractor.

2. Service Credits will not apply during the Stabilization, PARE and Warranty Periods. Service Credits will only apply during the Maintenance and Support Services Period.

3. The maximum monthly amount of Service Credits shall not exceed the monthly amount paid by the State for

FastDS-VS Maintenance.

4. Service Credits will not apply for Severity Level 3 or 4.

Severity Level Service Credits Service Credits


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of Error For Response Time Service Level

Failures

For Resolution Time Service

Level Failures

1 An amount equal to 10% of the then

current monthly Maintenance Fee

for each hour by which Contractor's

response exceeds the required

response time.

An amount equal to 10% of the then


for each hour by which Contractor's

resolution of the Support Request

exceeds the required Resolution

Time.

2 An amount equal to 5% of the then


for each Business Day, and a pro-

rated share of such percentage for

each part of a Business Day, by

which Contractor's response

exceeds the required Level 2

response time.

An amount equal to 5% of the then


for each Business Day, and a pro-

rated share of such percentage for

each part of a Business Day, by

which Contractor's resolution of the

Support Request exceeds the

required Resolution Time.

II. FastDS-VS Level 1: Basic Maintenance

A. Defect repair to FastDS-VS Core

Defects are submitted to the FAST Solution Center using the Solution Request Form. Solution Request Forms will be completed by the on-site FAST support staff, if any, or by a FAST technician in the FAST Solution Center and categorized by FAST as either:

Priority A - the Software is not performing in accordance with FAST specifications and production or mission critical business operations are being impacted. No workaround is available.

Priority B - the Software is not performing in accordance with FAST specifications but most business operations can be performed. A known workaround is available. The State is able to implement the workaround without severe interruption of the production process.

Priority C - the State requires information or assistance on FastDS-VS capabilities, installation, and configuration or would like to request an enhancement. This includes cosmetic and Documentation issues that have little or no impact on production processes and productivity.

B. Core Response Expectations

The following response-expectation table specifies the level of response that will be given to the State at each step of the process based on the priority. The table specifies the maximum anticipated amount of time to complete each step.

Step 1 – represents the acknowledgement of the defect and the beginning of the information gathering and

troubleshooting process.

Step 2 – represents the time frame in which a FAST Solution Center will actively address the issue and pursue a resolution thereof.

Priority Step1 Step2

A Next business day

Work will be started immediately upon receipt and will continue until resolved. Dedicated resources will be assigned to resolve the defect.

Solution will usually be provided as a hot-fix with specific


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instructions.

Solution will be incorporated into the next service pack and the hot-fix will no longer be required.

B One week Work will be started within two weeks and performed during normal business hours.

Solution will be incorporated into the next service pack released after the solution has been completed.

C Two weeks Work will be started and performed subject to resource availability. Enhancement requests may or may not be adopted. If an enhancement request is not adopted the State will be informed.

Low-impact-enhancement requests may be incorporated into the next service pack released after the solution has been completed.

All other implemented enhancement requests will be incorporated into the next version of FastDS-VS released after the solution has been completed.

C. Escalation

During the term of this Agreement, the State will work with on-site FAST support staff, to the extent such personnel are available, to manage and resolve defects. The State, at its discretion, may escalate an issue to the FAST account executive.

Note: If the FAST Solution Center cannot duplicate a defect in-house, then FAST Solution Center staff will need access to appropriate State environments.


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SCHEDULE A STATEMENT OF WORK CONTRACT ACTIVITIES

This Statement of Work (SOW) describes the scope and services to be provided by the Contractor and MDOS in order to implement and deliver a successful Driver License and Motor Vehicle Integrated System (DLMVIS). Section I. Introduction

A. Approach. Contractor shall use its proprietary implementation methodology to produce the DLMVIS System. This methodology addresses the work that will be performed, Deliverables and Work Products that will be produced, project management, project oversight, status reporting, risk management, communication, organizational change management, resource planning and allocation, and monitoring and tracking project work.

Contractor shall use its proprietary Project Workbench, FCR, and SQR tools to manage the implementation project schedule, design and development work tasks, and project decision and risk registers. Other tasks and project documentation shall be tracked and stored in FCR, Project Workbench, and the Content Manager as mutually agreed by Contractor and State. Where inconsistencies, contradictions, and lack of clarity exist between Contractor’s proprietary implementation methodology/tools, and the State’s SUITE Methodology/tools as outlined in the RFP; such shall be resolved by mutual agreement between Contractor and State. Notwithstanding the foregoing, the Contractor acknowledges that the State must meet certain reporting requirements, and the Contractor agrees to assist the State in meeting these reporting requirements both in regards to information and timing.

In all cases, the Parties may adjust the implementation methodology through mutual agreement.

B. Scope. In addition to the business requirements identified in the RFP, the Contractor’s response to the RFP, and this SOW, Contractor will provide, at a minimum, the same business capabilities that are provided by the legacy systems being replaced. It is not the intention to recreate the legacy system(s). Contractor and State will work together to use the FastDS-VS Software as it was designed and intended to be used to deliver the necessary business capabilities. Contractor and State seek to improve business processes and not re-automate legacy processes. All Services and Deliverables under this SOW, including each Rollout and the completed DLMVIS System, are subject to State’s Acceptance in accordance with the Agreement.

C. High Level Schedule and System Releases. The DLMVIS System will be implemented in 2 rollouts: the first for MDOS’ vehicle-services functions and the second for MDOS’ driver-services functions. Key project dates are as shown below but may be adjusted through mutual agreement of the Parties.

The following dates are included as estimates:

Key Project Milestones Estimated Start Estimated Finish

Project Start/Application Software Installation

Rollout One January 3, 2017 November 2, 2018

Base Configuration Complete October 13, 2017

System Acceptance, Production Rollout October 22, 2018

End of Stabilization (Prod Rollout + 60 days) October 22, 2018 December 22, 2018

End of PARE (End of Stabilization + 60 days) December 23, 2018 February 23, 2019

End or Warranty (End of Stabilization + 120 days) February 24, 2019 June 24, 2019

Transitions from Rollout to Rollout 2 October 22, 2018 January 4, 2019

Rollout Two January 7, 2019 December 18, 2020


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Base Configuration Complete October 4, 2019

System Acceptance, Production Rollout December 7, 2020

End of Stabilization (Prod Rollout + 60 days) December 7, 2020 February 7, 2021

End of PARE (End of Stabilization + 60 days) February 8, 2021 April 8, 2021

End or Warranty (End of Stabilization + 180 days) April 9, 2021 October 9, 2021

D. Milestone and Acceptance Roadmap The following tables identify the Rollout 1 and Rollout 2 DLMVIS

milestones and work products by phases within the FAST Implementation Methodology. The implementation phases including Milestones and Work Products are described in Section II below.

1. Phases. The 9 phases of the Fast Implementation Methodology are: i. Preparation Phase ii. Definition Phase iii. Base Configuration Phase iv. Development Phase v. Conversion Phase vi. Testing Phase vii. User Training Phase viii. Rollout Phase ix. Production Support Phase

2. Milestones. Following are the key Milestones that will be used to track and report the high level progress of

the project. (Payments will be tied to the Milestones as listed in Schedule B – Pricing.)) i. Completion of Preparation Phase ii. Completion of Definition Phase iii. Presentation of Base Configuration to non-project staff iv. First partial mock conversion v. Business Testing preparation completed (Business Testing starts) vi. Training preparation completed (Trainers trained) vii. First full mock conversion viii. End-to-End Testing preparation completed (End-to-End Testing starts) ix. Production rollout x. Deskside support ends xi. Warranty Period ends

3. Tasks. The following table summarizes the project tasks by phase within the FAST Implementation

Methodology.

Phase Task

1. Preparation Phase

Establish Team Workspace/Workstations Prepare Project Plan Confirm Infrastructure Install FASTDS-VS Software Create Environments Conduct Rollout Kick-Off Meeting Present FASTDS-VS System Overviews

2. Definition Phase Conduct Definition Meetings Prepare Definition Items Review and Modify Definition Items Inventory Inputs and Outputs Train State Developers


44

Phase Task

3. Base Configuration Phase

Scope Preliminary Configuration Prepare Preliminary Configuration Conduct Verification Sessions Update Definition Items

4. Development Phase Build and Unit-Test Letters/Correspondence Build and Unit-Test Reports Build and Unit-Test Interfaces Build and Unit-Test Additional Site Functions Prepare Application Security Plan Review configured software

5. Conversion Phase Inventory Data Stores Prepare Conversion Plan Build and Test Conversion Extract Modules Build and Test Conversion Load Modules Build and Test Reconciliation Reports (Extract) Build and Test Reconciliation Reports (Load) Perform Data Purification Run Partial Mock Conversions Run Full Mock Conversions

6. Testing Phase Prepare Test Plan Prepare for Business Testing Conduct Business Testing Conduct Converted Data Testing Conduct Performance Testing Conduct End-to-End Testing

7. User Training Phase Prepare Training Plan Provide Initial Training Materials Train Trainers (Train-the-Trainer) Train Users

8. Rollout Phase Prepare Operations & Support Plan Prepare Operations Manual Prepare Cutover Plan Prepare Help Desk and Desk-Side Support Plan Run and Verify Conversion Production Cutover Create and Execute a Mock Application Disaster

Recovery (Rollout 1)

9. Production Support Phase

Perform Desk-Side Support Perform Operations Support

4. Work Products. The following table summarizes work products by phase within the FAST Implementation

Methodology.

Phase Work Products

1. Preparation Phase

Project Plan Resource Plan Communications Plan Change Management Plan Hardware/Software Plan Risk Management Plan

2. Definition Phase Business Requirements and Definition Items Technical Architecture Plan


45

Phase Work Products

Technical Training Material Inputs and Outputs Inventory

o Interface Inventory o Letters/Correspondence Inventory o Reports Inventory


Preliminary Configuration and Verification Updated Definition Items

4. Development Phase Interface Design Documents Application Security Plan

5. Conversion Phase Data Conversion Plan o Conversion Purification/Cleansing o Conversion Verification o Conversion Reconciliation

6. Testing Phase Test Plan Preliminary Test Scenarios Tester Training Schedule Test Results (System, Performance, End-to-End)

7. User Training Phase Training Plan Training schedule (trainers) Training schedule (users) Training Material

o Training Material – Tier 2 o Training Material – Tier 3 o Training Results

User Documentation and Aids

8. Rollout Phase Operations and Support Plan (includes transition planning)

Production Cutover Checklists Help Desk/Desk-side Support Plan Create and Validate a Application Disaster Recovery

Plan


System Maintenance and Support Plan

E. Acceptance. 1. Work Product. For each Work Product, State and Contractor together will establish required criteria for the

deliverable. State shall designate an individual to grant acceptance. Before commencing preparation of a work product, Contractor will provide either an example from a prior implementation project or a template so that State can review and approve the form that the work product will take.

In all cases, the Parties may adjust the implementation methodology through mutual agreement. Notwithstanding the foregoing, the Contractor acknowledges that the State must meet certain reporting requirements, and the Contractor agrees to assist the State in meeting these reporting requirements both in regards to information and timing. Contractor will provide draft of work product to State no less than 21 calendar days for documents over 100 pages and 14 calendar days for documents 100 pages or less, prior to deadline. State shall provide comments and feedback no less than 7 calendar days prior to deadline. Contractor shall revise document and resubmit with requested updates before deadline for acceptance or rejection by State.

2. Deliverables and Milestones. Contractor shall perform activities as described within each implementation phase.

State shall verify that activities within each phase have been completed. State shall accept or reject completion of activities at its sole discretion.


46

3. Delay in Acceptance. Delay in the acceptance of key deliverables (i.e., Requirements, Architecture Plan, and

Security Documents) may cause a delay in the schedule and/or payment to the Contractor. Contractor and State will work together to identify key deliverables. Notwithstanding the above, the parties acknowledge that many activities will occur in parallel. For example business testing will commence before all development is complete. Rejection by the State of Deliverables, Milestones or Work Products may be grounds for Contract termination.

Section II. Implementation Methodology

A. General. This section describes the Fast Implementation Methodology in more detail.

Phase No.

Phase Name Phase Description

1. Preparation Phase The Preparation Phase develops the roadmap that defines how the implementation is executed.

2. Definition Phase The Definition Phase defines the work that will be performed to deliver the functionality for the line of business.


The Base Configuration Phase structures and implements the starting point for the rollout. Once the baseline is in place, the system supports basic navigation and business function processing.

4. Development Phase During the Development Phase, the gathered requirements are used to produce work packages for developers that specify parameters, select options, define thresholds, and perform other types of configuration, enhancements, or programming.

5. Conversion Phase The Conversion Phase provides the new system with a base set of data against which the business functions operate.

6. Testing Phase The Testing Phase ensures that the production system is able to meet the business needs in a robust and stable manner. This includes identification of system and specification instabilities or issues.

7. Training Phase During the Training Phase, user documentation is prepared and users are trained to use the new system. This includes organizational change management activities, which start early on in the project to transition the organization for ready acceptance of the solution.

8. Rollout Phase The Rollout Phase delivers the lines of business to production and also includes execution of the Disaster Recovery activities.


The Production Support Phase provides desk-side support and solution-specific help-desk support during the initial production period, and operates and maintains the solution in production over the long term.

B. Preparation Phase Deliverable 1: Preparation Phase

The Preparation Phase involves the installation of FastDS-VS and importing standard configurations, as well as project planning activities. Please note that FastDS-VS and its initial configuration will be fully installed during the first weeks of the project. Additional primary implementation activities include reviewing the project charter and objectives; developing the project plan and integrated project schedule; system overview; business profiles; confirmation of project infrastructure;


47

inventory of inputs and outputs; and resource identification and assignment. These high-level Preparation Phase activities are outlined in the following graphic and text.

1.1 Install FAST Software – The FastDS-VS software and its initial configuration will be fully installed during this initial phase of the project. During installation, the technical team runs various tests and diagnostics to verify that the software is operational and to identify and resolve any issues. Since FastDS-VS is a browser-based application, a desktop browser shortcut can be pushed to project team members’ workstations. 1.2 Project Objectives – The project management team confirms the objectives of the project. 1.3 Communication Plan – The Communication Plan is developed as a baseline for educating State personnel about the new system and potential changes to the organizational structure, as well as communicating the system’s impact and benefits to stakeholders. 1.4 System Overview – Team managers provide an introduction of the functional capabilities of the solution to State technical and business team members. Each of the modules to be implemented is demonstrated. Participants develop a common understanding of the approach and terminology. In addition, the FAST project manager provides an overview of the integrated Project Workbench. The Project Workbench provides functions for creating, organizing, and managing the implementation project through the tracking of project tasks, assignment of resources, and identification of issues. The Project Workbench displays the calendar-based project schedule in a visual and hierarchy-based Gantt chart format. Tasks and subtasks are organized into groups and projects, and can be associated with a variety of information such as start and end dates, task assignments/owners, attributes, notes, attachments, and statuses. Technical and business team members can subscribe to project items to receive notifications of schedule modifications, updates, or new task assignments. 1.5 Business Profiles – A Business Profile is prepared for the scope of work that will be implemented. The profiles documents high-level statistical and processing information. In addition, an early assessment of the organization is performed to better understand any potential needs or obstacles that may have an impact on the project’s acceptance by a line of business. 1.6 General Timeline – The project team confirms the high level start and end dates for the project rollouts. Project schedules are created within the integrated FASTDS-VS Project Workbench. A high-level project schedule is created for each rollout and associated detailed project schedules are created for conversion, testing, and training.


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1.7 Confirm Infrastructure – This step confirms the proposed infrastructure presented during project procurement. Confirmation of the proposed infrastructure is usually done in parallel with a review of the current technical infrastructure. This review includes network, hardware, operating system, storage, desktop software, and associated logistics. This process validates that the proposed infrastructure can be configured successfully for incorporation into the current technical infrastructure as well as determines the strategy and timing for the use of existing inventory and/or new purchases. During this step, FAST technical team members work with an agency’s technology department to ensure that server-level hardware and operating systems are implemented to function properly with the FAST software architecture. System infrastructure configuration can be categorized into the following areas.

Hardware installation and configuration: o Physical server installation/hardening o Switch and routing o Virtualization o Firewall o Security

Application Servers – OS installation and system load-balance configuration

Database servers – OS and SQL Server installation and configuration

Web service and file servers – File/folder security and web service configuration

Disaster recovery planning and installation FAST and State technical architects need access to install, configure, and maintain the FAST software on the dedicated virtual servers for the project. FAST will work with the State to develop installation plans that support a State’s infrastructure security policies as listed below: Enterprise IT Policies, Standards and Procedures: http://michigan.gov/dtmb/0,4568,7-150-56355_56579_56755---,00.html State Standard Products and Tools: http://www.michigan.gov/documents/dit/Data_Technologies_385788_7.pdf All software and hardware items provided by the Contractor must be compatible with the DTMB Standard Information Technology Environment. Additionally, the State must be able to maintain software and other items produced as the result of the Contract. Therefore, non-standard development tools may not be used unless approved by the State. The Contractor must request, in writing, approval to use non-standard software development tools, providing justification for the requested change and all costs associated with any change. The State must approve non-standard tools, in writing, before use on any information technology project. It is recognized that technology changes rapidly. The Contractor may request, in writing, a change in the standard environment, providing justification for the requested change and all costs associated with any change. The State must approve these changes, in writing, before work may proceed based on the changed environment. Enterprise IT Security Policy and Procedures: http://www.michigan.gov/documents/dmb/1210.32.pdf State’s IT Identity and Access Management Approach The Vendor solution will be suitable for integration with the SOM's IT Identity and Access Management (IAM) environment as described in the State of Michigan Digital Strategy, which consist of: MILogin/Michigan Identity, Credential, and Access Management (MICAM)—An enterprise single sign-on and identity

management solution based on IBM’s Identity and Access Management products including, IBM Security Identity Manager (ISIM), IBM Security Access Manager for Web (ISAM), IBM Tivoli Federated Identity Manager (TFIM), IBM Security Access Manager for Mobile (ISAMM), and IBM DataPower, which enables the State to establish, manage, and authenticate user identities for the State’s Information Technology (IT) systems.

MILogin Identity Federation for allowing federated single sign-on (SSO) for business partner as well as Citizen –based applications.


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MILogin Multi Factor Authentication (MFA) for those applications whose data classification is Confidential and Restricted as defined by the 1340.00 Information Technology Information Security, that is it needs to comply with PHI, PCI, CJIS, IRS, and other standards.

MILogin Identity Proofing services, which verify people’s identities before the State allows access to its IT system, are based on “life history” or transaction information aggregated from public and proprietary data sources. This service is provided by a leading credit bureau.

ADA Compliance The State is required to comply with the Americans with Disabilities Act of 1990 (ADA), and has adopted a formal policy regarding accessibility requirements for websites and software applications. The State is requiring that Contractor’s solution conform, where relevant, to level AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2.0. Contractor may provide a description of conformance with the above mentioned specifications by means of a completed Voluntary Product Accessibility Template for WCAG 2.0 (WCAG 2.0 VPAT) or other comparable document. Contractor may consider, where relevant, the W3C’s Guidance on Applying WCAG 2.0 to Non-Web Information and Communications Technologies (WCAG2ICT) for non-web software and content. Any additional compliance requirements shall be specified in the Statement of Work. Look and Feel Standard Contractor must adhere to the state’s Look and Feel Standards www.michigan.gov/somlookandfeelstandards including but not limited to responsive design. 1.8 Inventory Inputs and Outputs – Each implementation is required to support site-specific forms, letters, interfaces, and functions. For each rollout, an inventory of inputs and outputs is prepared, even though a site-specific item can apply to both rollouts. This includes all letters, forms, and reports. Changes are identified and input/output sheets are completed for each rollout. 1.9 Resource Identification – The roles needed for the rollout are identified and documented in a Resource Plan. Resources will be organized into application teams using a function-centric organization structure. Application teams and support teams are formed to deal with the following aspects of implementation across all phases and business lines:

1. Conversion and bridging 2. Security administration 3. Training 4. Technical support

1.10 Additional Implementation Activities - These activities include:

1. Confirming and implementing aspects of the State’s strategic objectives. 2. Identifying and implementing the technical and network changes necessary to support the new system. 3. Identifying internal and external stakeholders and conducting initial communications about the State’s new system

and its ability to support the State’s objectives. 4. Establishing project procedures, standard meetings, and reporting mechanisms. 5. Installing FastDS-VS and importing standard configuration:

FastDS-VS will be fully installed within the first few weeks of project initiation. State specific configurations will be implemented during the course of the project. During installation, the technical team will run various tests and diagnostics to verify that the software is operational and to identify and resolve any issues.

Preparation Phase: Work Products 1.1 Project Plan (created jointly by FAST and State project personnel). The Project Plan (project management plan) contains the project’s schedule, work products, and milestones. The schedule is used to track the actual and estimated (for outstanding tasks) dates for all tasks. The schedule also documents percentage complete, estimate to completion, critical dependencies, and assigned resource teams. 1.2 Resource Plan (created jointly by FAST and State project personnel). The roles needed for the implementation are identified and documented in the Resource Plan. 1.3 Communications Plan (created jointly by FAST and State project personnel). The Communication Plan is developed as a baseline for educating State personnel about the new system and communicating the system’s benefits to


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stakeholders. 1.4 Change Management Plan (created jointly by FAST and State project personnel). The Change Management Plan defines the process to be followed to introduce potential changes to State business processes. 1.5 Hardware/Software Plan (created jointly by FAST and State project personnel). The Hardware/Software Plan describes the strategy and timing for the use of existing inventory and/or new purchases for the system platform. The plan defines the installation tasks, assignments, order, and verification methods for building the system environments. This plan will also be required to be reviewed and approved throughout the State Enterprise Architecture Solutions Assessment (EASA). 1.6 Risk Management Plan (created jointly by FAST and State project personnel). Potential project-level risks will be identified and documented during the project’s Preparation Phase. All parties will cooperate to avoid, mitigate, or transfer risks. Since FastDS-VS is a true COTS product that is in production for multiple agencies, many common risks do not exist. FAST’s risk registry will therefore be well defined at the outset of the implementation project and stakeholder interviews will identify additional unknown risks. Risk management is an ongoing process that continues throughout the project lifecycle. Project managers will start the risk management process by identifying risks, analyzing and planning accordingly for these risks, and then monitoring and controlling the risks. These steps are repeated throughout the project as new risks are identified, analyzed, planned for, and controlled or mitigated. As part of the ongoing risk management process, the project managers will identify checkpoints during the project, at which time new risk identification will be given a higher priority. For example, new risks are more common prior to project work commencing, during major plan revisions, when significant deviations from the plan occur, and at the beginning of new phases of the project.

C. Definition Phase

Deliverable 2: Definition Phase

The Definition Phase focuses on the definition of work that will be performed to deliver the system functions. This phase includes multiple project definition activities, including personnel assignments, development of preliminary Configuration Specifications, developer technical training, and creation and finalization of the hardware/software plan. The high-level activities of this phase are outlined in the following graphic and text.


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2.1 Work Team Assignment – Project personnel are assigned to teams in accordance with the organization structure developed in the Preparation Phase. 2.2 Define Requirements – The project team holds definition meetings with the State to define the requirements and work to be done in subsequent phases. These meetings provide the details for how the FAST software will be implemented to meet the agency’s business needs. The results of the definition meetings are documented in a meeting minute template within the Project Workbench. Business process changes, conversion and development tasks, and action items are then associated with the meeting minutes.

Business Process Changes will be used by the Training and Organizational Change Management team for planning and communication.

Conversion Tasks will be incorporated into the detailed Conversion Schedule.

Action Items establish the scope of work via the tasks that will be performed in the Development Phase. Many requirements will be reflected directly into the software configuration, rather than into an interim paper document. Together, the gathered requirements and the base configuration of our software form the starting point for iterative configuration work during the Development Phase of the project. 2.3 Developer Technical Training – State developers assigned to the project are trained in the solution’s development and configuration environment and tools. Note that in some circumstances it is possible to begin developer technical training in the Preparation Phase. 2.4 Technical Architecture Plan – The technical architecture plan provides the final design of the project environments including both production, and if applicable, disaster recovery environments. The technical architecture plan depicts the final design including zone designations and installation validation procedures. Definition Phase Work Products 2.1 Business Requirements and Definition Items (created jointly by FAST and State project personnel). As a first step in the Definition Phase, project personnel are identified and provided team assignments. The project team holds definition meetings to define the requirements and work to be done in subsequent phases. These meetings provide the details for how FastDS-VS will be implemented to meet the MDOS’ business needs. The results of the definition meetings are documented in a meeting-minutes template within FastDS-VS. Business process changes, conversion and development tasks, and action items are then associated with the meeting minutes.

Business process changes will be incorporated into a consolidated listing, assigned and stored in a location readily available to be managed throughout the project by the training and organizational-change-management team for planning and communication.

Conversion tasks are incorporated into the detailed conversion schedule.


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Action Items establish the scope of work via the tasks that will be performed in the Development Phase. Together, the gathered requirements and the base configuration of our software form the starting point for iterative configuration work during the project’s Development Phase. 2.2 Technical Architecture Plan (created jointly by FAST and State project personnel). Portions of this deliverable are required to utilize the standard State format. The Technical Architecture Plan includes information on the system infrastructure location, network, hardware, development software, and associated logistics. Confirmation of the project infrastructure is usually done in parallel with a review of the technical infrastructure. This review includes network, hardware, operating system, and desktop software, as well as determination of what changes in infrastructure, if any, are required for the system environments.

The Technical Architecture Plan also documents required capacity to accommodate initial load and future growth within the environments, and addresses items related to disaster-recovery planning.

2.3 Technical Training Material (provided by FAST and adapted as necessary). State developers assigned to the project are trained on the solution’s development and configuration environment and tools. Depending on the completion of pre-requisite training, it may be possible to begin developer technical training in the Preparation Phase rather than the Definition Phase.

Developer training classes are held for state staff assigned to the project. Example training topics include:

FASTDS-VS architecture

FASTDS-VS tools

Database Overview and Naming Conventions

Configuration of business rules and document-based windows

Coding FAST software

System events/flow

Batch and queue processing

Designing letters

Building reports Standard FAST technical documentation is provided. Additional documents may be prepared to support the ongoing operation and maintenance of FAST software. Technical documents typically include guides and reference material from the FAST Development Center as well as locally prepared project information. Examples of these documents include:

FASTDS-VS architecture

FAST configuration and change management process guides

FASTDS-VS developers’ guide, including FAST object-naming standards

FASTDS-VS setup for application servers

FASTDS-VS tools guides and help topics

FASTDS-VS security configuration guides

Operations material, such as batch-job and print guides

All training material and technical documentation are stored within the project’s repository or in the FASTDS-VS online Help subsystem.

2.4 Inventory of Inputs and Outputs (interfaces, letters/correspondence, reports – initially drafted by State project personnel). The MDOS’ FastDS-VS-based system requires site-specific forms, letters, interfaces, and functions to meet the unique input/output requirements of the agency. An inventory of inputs and outputs is prepared for each rollout. This includes all correspondence, forms, reports, and interfaces. FAST provides a template for completing the inventory of inputs and outputs.

D. Base Configuration

Deliverable 3: Base Configuration


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The Base Configuration Phase is the phase in which the system begins processing the high-level requirements. Once the baseline is in place, the system will support basic navigation and functional area processing. The output of this phase is a set of finalized Configuration Specifications that define remaining work. High-level activities of this phase are outlined in the following graphic and text.

3.1 Define Preliminary Configuration – Using the requirements gathered in the Definition Phase, a subset of items are identified that will be implemented as the baseline. The baseline normally consists of items that do not require enhancements or programming but such activities may be included, particularly if they are high profile or critical to business operation. 3.2 Preliminary Configuration – The teams carry out the design and configuration tasks for the items identified in the Define Preliminary Configuration step. 3.3 Verification – At this point, user team members get their first hands-on exposure to their installation of the solution. The Verification step is both a communication and revision mechanism for the teams. At this time, the system is not yet complete and instabilities should be expected. It is important to remember that the goal of this step is not to present a complete, robust, production-ready system, but rather to confirm the direction being taken using an iterative design-confirm-review approach. Verification, along with the Business Process Changes identified in the Definition Phase, provides the Training and Organizational Change Management team with a foundation of the major areas that will be affected by the implementation of the solution. This understanding helps them prepare the best course of action for a smooth transition of the work force. Base Configuration Work Products 3.1 Preliminary Configuration and Verification (conducted jointly by FAST and State project personnel). Using the requirements gathered in the Definition Phase, a subset of items are identified that will be implemented as the baseline. The baseline normally consists of items that do not require enhancements or programming, although such activities may be included if they are high profile or critical to business operations. The project team then carries out the design and configuration tasks for the identified baseline items. During verification of the preliminary configuration of the baseline items, project team users get their first hands-on exposure to FastDS-VS. The verification step is both a communication and revision mechanism for the team. The system


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is not yet complete and instabilities should be expected. It is important to remember that the goal of this step is not to present a complete, robust, production-ready system, but rather to confirm the direction being taken using an iterative design-confirm-review approach. Verification, along with business-process changes identified in the Definition Phase, provide the training and organizational-change-management team with a foundation of the major areas that will be affected by the implementation of the solution. This understanding helps them to prepare the best course of action for a smooth transition of the workforce. 3.2 Updated Definition Items. The business-requirements-based definition items are updated based on work conducted and information gathered during the preliminary configuration and verification step. 3.3 Present Base Configuration. The base configuration is demonstrated to non-project State staff. This helps confirm directions being taken, and it helps build acceptance for the new system throughout the agency.

E. Development Phase Deliverable 4: Development Phase

Development work occurs in virtually all phases of the project. During the actual Development Phase, however, the gathered requirements are used to produce work packages which guide the specifying of parameters, selecting of options, defining of thresholds, and performing other types of configuration, enhancements, or programming. Work in this phase consists largely of developing correspondence, reports, interfaces, and site-specific programming, as well as reviewing configurations and establishing application security requirements and configuration. The work packages mentioned above are defined, assigned, and tracked within Project Workbench. Developers work from either a Gantt chart or calendar view of assigned tasks to help manage their workload. This also facilitates tracking by management of task assignments and their associated statuses. High-level activities of this phase are outlined in the following graphic and text.


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4.1 Development Tasks – Development Tasks entail the completion of the identified configuration and site-specific programming tasks needed to meet the requirements identified in the Definition Phase. This activity involves the completion of configurations, the development of necessary site-specific programs, and the confirmation of these tasks. Maximum flexibility is a primary design goal of the software, but not every aspect of the solution is configurable. Some truly unique variations may require programming to support specialized functions. Site components are programmed during the Development Phase and can be maintained, enhanced, or augmented by the State over time. Site components work seamlessly within the software while minimizing the impact to future product upgrades. They are transparent to the user—a single, consistent, and integrated solution makes the user unaware of when they are accessing a core product or site-specific function. FAST software is built on the VB.Net platform. Consequently, all custom components are developed on the same platform using the Microsoft Visual Studio Integrated Development Environment (IDE). FAST has created a number of add-ins for this IDE that enable developers to create business objects that inherit and reference the appropriate architectural components of our software. This enables the efficient creation and testing of custom components that conform to FAST development standards and seamlessly integrate with the core software product. 4.2 Correspondence – The project team performs the configuration and development needed to implement the in-scope correspondence and confirms the configuration. Although a variety of correspondence items are provided as core product models, most agencies have unique business needs that cannot be satisfied by pre-existing templates. Simple correspondence typically requires only a template and a few configuration rules related to security, requesting, and printing. More complex items may require site-specific extensions to be developed during this phase. 4.3 Reports – The project team performs the configuration and development needed to implement the in-scope reports and confirm the configuration. A variety of mechanisms are available to obtain information from the system, including core product searches and list windows, configurable query result list windows, configurable data cubes, and formatted reports. For business reporting needs that cannot be satisfied through configuration, development of a site-specific extension may be required. 4.4 Interfaces – The project team performs the configuration and development needed to implement and confirm the configuration of the in-scope interfaces. Configuration and development is based on the completed Interface Design Documents (IDDs) linked to the interface development task in Project Workbench. The IDDs identify each interface, the data required, the interfacing organization, and other key factors. We expect to evaluate the required interfaces during the Development Phase and to choose an appropriate approach given the source, platform, and volume of data. FAST software architecture is designed for ease of interface implementation. The software includes a number of tools and


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standard configurations that can be deployed to implement multiple interfaces for a wide array of transfer protocols and data formats. In addition, any FAST core object can be exposed as a web service using configuration. 4.5 Review Configuration – Prior to completing the Development Phase, each confirmed module is made available to the users to allow hands-on review and verification of their implementation. This allows the project team to quickly identify and remedy issues prior to the start of formal Business Testing. At the completion of this task, a work product can be produced which ties together all configuration and development items performed into a final “as built” configuration specification. 4.6 Application Security – A security implementation strategy, structure, and plan are developed. The State begins to gather user functional access requirements. 4.7 Change Impact Analysis – The potential impact of organizational changes as a result of the FAST software implementation are identified and assessed. For each significant change identified, determine stakeholders who will be affected, how they will be affected, known resistances to change, and the most effective methods of assimilating each change into the organization. Determine who will implement the change management methods identified (assignments may be both internal and external to the project team). Development Phase Work Products 4.1 Interface Design Documents (created jointly by FAST and State project personnel). An Interface Design Document (IDD) is created for each site-specific interface. FAST provides a questionnaire template and design document template for use in developing an IDD. The IDD template consists of the following sections:

General interface purpose

Transmission details

Configuration summary

Job details

Known issues and mitigation plans

Rollout plan

Comments

4.2 Application Security Plan (created jointly by FAST and State project personnel). Portions of this deliverable must utilize the standard State format. The Application Security Plan describes how the application will be secured. Information in the plan defines the FastDS-VS security structure and associated security tools. It also outlines the tasks and decision points to be performed and addresses who will perform the various responsibilities associated with the security configuration of the software. This document does not address environment security controls, which are instead addressed in the Technical Architecture Plan.

F. Conversion Deliverable 5: Conversion Phase

Conversion is an iterative process to extract, convert, purify, verify, and reconcile legacy data for use in the new system. In the Conversion Phase, legacy data from various sources is converted into the target database of our software solution.


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Through a series of mock conversions, the project team will build a database optimized for the new system. The conversion process starts early in the project to allow time for purification and to allow a fully converted database to be used during End-to-End Testing. As the cutover date approaches, the mock conversion activity will include optimizing the time it takes to convert the whole database, so that it can be completed in the time allotted during cutover. At cutover, the production database and feeder systems are addressed according to a cutover checklist so that conversion can be conducted without conflict. High-level activities of this phase are outlined in the following graphic and text.

5.1 Inventory Data Resources – Existing data sources are inventoried for each rollout. The inventory of data sources is used to define the scope of State data that is available to the conversion process. Each data source is reviewed for integrity and quality. Contractor will provide database information including a data dictionary, list of data tables and list of configuration tables of the system to the State. 5.2 Conversion Approach – The conversion-approach work product defines how the business data will be converted and includes details on items such as:

1. Manual versus automated processes 2. State information 3. Approach to historical data 4. Number of years of financial data 5. Financial detail versus summaries 6. Approach to work in progress 7. Impact on new system processes and organizations 8. Interim conversion manual or automated processes

A conversion schedule is created for timing relative to key business activities. In addition, a conversion task list is created providing an inventory and schedule for completing the detailed conversion tasks. 5.3 Data Purification – Prior to the execution of the conversion, the data from each legacy source is inspected to


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determine if there are inconsistencies in the data. These inconsistencies are resolved by developing and executing strategies to purify the data prior to (preferred), during, or after conversion. 5.4 Conversion Extracts – Conversion extract processes are developed and led by State IT staff to access legacy data sources and create standard extract files. The conversion extract process also provides control reports that detail the extraction process and can be used to confirm the load processes. 5.5 Conversion Loads – Conversion loads include functionality to:

Validate the extract files Reformat and load the extract files into the new data structures Produce conversion load control reports detailing the validation and load process

5.6 Sample Mock Conversions – Conversion is not a one-time event. For high data volumes, mock conversions are performed initially on a small subset of data and then on increasingly larger subsets. 5.7 Full Mock Conversions – One or more complete mock conversions are performed to provide the basis for timing and for user verification of the converted data. Verification is supported by a reconciliation document that describes how converted data is reconciled to its legacy source.

Conversion Work Products 5.1 Data Conversion Plan (includes the conversion approach and plan, including cleansing, verification, and reconciliation, and is created jointly by FAST and State project personnel). The Conversion Plan contains details of the selection and conversion of legacy data. Required pre-load transformations to legacy data are also documented in the plan, as is the final conversion reconciliation approach. Additional subsections of the plan cover topics such as:

Conversion Purification/Cleansing – Prior to the execution of the conversion, the data from each legacy source is inspected to determine if there are inconsistencies. These must be resolved by developing and executing strategies to purify or to move forward without purification.

Conversion Verification – The goal of converted data verification is to confirm that mock extractions and conversions are performed according to the data conversion plan and to identify additional anomalies in legacy data. Ultimately, the production cutover extraction and conversion activities should also occur according to the plan. Converted data verification is therefore successful when:

o Extracted and converted data is complete and accurate, according to the data conversion plan; o Legacy data that is out of scope is not converted; and o No new anomalies are found in legacy data.

Conversion Reconciliation – Reconciliation is the process by which the consistency and accuracy of the converted data is confirmed. Reconciliation is done using a combination of programmatic methods at various stages of the conversion process. Reconciliation validates that the enumeration of data items converted matches the enumeration of data items extracted. Results of conversion reconciliation are published in a conversion reconciliation report.

G. Testing

Deliverable 6: Testing Phase


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The Testing Phase ensures that the production system is able to meet the business needs in a robust and stable manner. This includes identification of system and specification instabilities or issues. The Contractor shall demonstrate or provide a requirements traceability matrix to ensure agreed functionality has been delivered. Issues identified in this phase shall be recorded, tracked, and resolved by the project team using tools integrated within FastDS-VS. These tools support classification, prioritization, logging, and reporting. These same tools will continue to be used during the Production Support Phase. High-level activities of the Testing Phase are outlined in the following graphic and text.

6.1 Test Planning – This step begins while the configuration is being confirmed and verified by the developers and business staff toward the end of the Development Phase. Testing is focused on testing business functions and outcomes as opposed to individual screens or background processes. The Test Plan identifies:

Business test conditions Business test cycles Business test execution approach Modules targeted for performance testing End-to-end testing approach Acceptance criteria

6.2 Business Testing – The business test scenarios are executed per the Test Plan. Anomalies identified during testing


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are recorded and tracked to resolution. During this step, State testers may identify additional high impact business process changes that can be addressed within the Change Impact Analysis. 6.3 Converted Data Testing – When the system goes live, it will be operating on converted data. Converted data testing is performed to confirm that new system processes execute correctly on the converted data. 6.4 Performance Testing – A selection of high-volume items, both online and batch, are selected and used to:

Plan background processes Ensure response times Validate network throughput

6.5 End-to-End Testing – End-to-End Testing is the final step in the FAST Testing Phase. End-to-End Testing is conducted in the staging environment with an agency’s converted data from full mock conversions. This test is often performed in parallel with the final steps of Converted Data Testing. This testing activity uses the full functionality of the system to replicate daily business activities with converted data. End-to-End Testing has the following objectives:

Ensure that the system correctly executes business functions.

Ensure that the system correctly executes external interfaces (inputs and outputs).

Ensure that system functions triggered by a production job correctly execute required functionality.

Ensure that database adds, reversals, modifications, and tracing are correct.

During End-to-End Testing, an emphasis is placed on testing interfaces. The FAST team manager(s) responsible for handling interfaces on the project works closely with the State to ensure the full participation of the agency’s business partners in the testing process. Note that Business Testing and End-to-End Testing constitute what is commonly referred to as User Acceptance Testing. Testing Phase Work Products 6.1 Test Plan (created jointly by FAST and State project personnel). The following items are described in the Test Plan:

Testing approach

Tester characteristics, number of testers, training, and schedule

Testing phases

Testing process (entry/exit criteria, scenario creation, test execution, and reporting)

Test environment and data

Defect management and reporting

6.2 Test Scenarios (preliminary and final – created jointly by FAST and State project personnel). Using pre-existing preliminary test scenarios provided by FAST, State subject matter experts enhance and expand on the final test scenarios for applicability to the new system.

6.3 Tester Training Plan. Staff selected to perform system testing are provided training on how to perform testing within the system (for example, how to test a scenario versus a script, how to perform regression testing, and how to change the system date to test how a process changes over time). In addition, prior to testing specific functionality, either a FAST trainer or a member of the implementation team provides an overview of the area to be tested. 6.4 Test Results (business, performance, and end-to-end testing). As part of test management, final Test Results documentation is produced at the completion of each formal testing stage. This documentation includes:

Final scenario dispositions

Exit criteria status

Defect count by area

Defect status by priority

H. User Training Phase


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Deliverable 7: User Training Phase

During the User Training Phase, business users are given exercises that allow them to become acquainted with the new or modified business processes. This phase also includes the creation of documentation for the new or changed processes. The training materials will include step-by-step instructions with descriptions of associated business system functionality and navigation instructions. Because the development of these exercises and associated materials takes place in advance of the actual delivery of training, adjustments to training processes and materials can be made if shortcomings or modifications are identified. As process changes are documented, they must be analyzed for their impact on the organization as a whole or on specific departments or personnel classifications. For example, some agencies use a paper-based, manual process to route items that require review by State personnel. Since this routing is automated and uses electronic work items in the FAST software, the legacy business process needs adjustment—both to redeploy personnel to other work and to also take advantage of the efficiencies inherent in the FAST software. In the end, the goal of these process improvements is to allow the State to function more productively and efficiently. High-level activities of the User Training Phase are outlined in the following graphic and text.

7.1 Training Plan – The Training Plan lays out the approach to training, including:


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Identifying trainers and trainees

Selecting the training venue and equipment

Deciding on the format - presentation versus hands-on

Coordinating with testing activities

Analyzing the impact of training on day-to-day operations and scheduling

Preparing the training schedule - a detailed delivery schedule for the training modules

o Localize Training Material – Depending on the size and scope of the implementation,

training can range from preparation of site-specific lab exercises to accompany FAST’s Tier 1 computer-based training modules and Tier 2 and Tier 3 training workshops, to extensive customization of classroom training modules and lab exercises to reflect the agency’s configuration and changed business processes in detail.

7.3 Localize User Documentation – This step defines the user documentation, including online, paper and “quick reference” materials. Documentation is delivered to the users. The Change Impact Analysis will help inform additional documentation needs. 7.4 Train Trainers – Depending on the number of trainees, it may be appropriate to use a “train-the-trainer” approach to prepare State trainers to deliver training to business users. 7.5 Train Users – Typically, users are trained by State trainers and/or FAST trainers. FAST implementation consultants and State project staff support the trainers by providing technical assistance and specialized instruction during training delivery. User Training Work Products 7.1 Training Plan. The Training Plan describes:

Training objectives and assumptions

Training approach, audience, and resources

Training tools, timeframes, and environment

Training progress and evaluations

Training topics

7.2 Training Material (Tier 2 and Tier 3 – created jointly by FAST and State project personnel). FAST provides training material for Tier 2 FastDS-VS Basics and Fundamentals training. To develop and deliver Tier 3 Job-Specific Training materials, we generally employ a train-the-trainer approach. FAST trainers prepare designated State employees to train users in the functions and use of FastDS-VS. As part of this approach, State trainers learn to develop training materials that further facilitate State knowledge transfer. Using designated State employees to teach their colleagues supports the adoption of technological change.

FAST provides an initial set of training materials to serve as the basis for the training program. State trainers then use their organizational and business expertise to refine these materials so that they provide targeted instruction that is directly applicable to the agency’s FastDS-VS system.

7.3 User Documentation. FAST will provide user documentation as reference material that assists State personnel in using the overall system. In addition to training material, user documentation typically includes:

Context-sensitive online help that describes FastDS-VS windows, fields, and action and navigation features (in the event help text would need to be changed as a result of configuration updates, the State will be responsible for the Help text modifications.)

Online task-oriented help that describes how to accomplish specific user tasks with FASTDS-VS.

Detailed guides for selected FASTDS-VS procedures.

Quick reference materials.

Security configuration guide(s).


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I. Rollout Phase Deliverable 8: Rollout Phase

Preparations for the rollout are captured in a series of cutover checklists created and managed within Project Workbench for ease of task assignments. Cutover checklists provide a list of interrelated steps and activities that must be coordinated to ensure a smooth and successful rollout. Examples include: which systems to shut down and when shutdown should take place; which batch jobs to run or cancel; and which external interfaces to redirect. Steps needed to perform the final data conversion and reconciliation are included in the checklists. A high-level checklist is prepared to communicate the general schedule to State personnel. A detailed, step-by-step checklist is prepared for the project team to follow. A communication plan is also developed to keep all project team members, management, and other stakeholders aware of progress toward cutover weekend. Once the new system has been brought live during the cutover weekend, users enter live transactions into the production system to verify that key transactions can be completed. This is the final verification by users that the system is ready for production. Upon successful completion of all steps in the cutover checklists, the system is declared live and production use commences. During the first week or so of production, the project team (combination of Contractor and State staff) is deployed to support State users who are encountering problems or questions about use of the new system. All reported problems are logged in the FAST Solution Manager where they are assigned, repaired, tested, and promoted to production in a controlled fashion. High-level activities of the Rollout Phase are outlined in the following graphic and text.


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8.1 Procure/Install Hardware & Software – The hardware and software for the production implementation platform is purchased, installed, configured, and tested. Note that this step can take place much earlier in the project timeline. 8.2 Operations and Support Plan – The Operations and Support Plan details how the new system will be supported in production. This includes hours of operation, on-call support, hardware responsibilities, application responsibilities, and support team structure. 8.3 Operations Training – The Operations Manual details the processes associated with the day-to-day operations required, including:

Bringing the application up or down Executing scheduled tasks Diagnosing and remedying common problems Scheduling backups

FAST will train State personnel in the process and steps necessary to carry out these tasks. 8.4 Disaster Recovery Plan – The State’s existing Disaster Recovery Plan is updated to cover the new application and its platform or, alternatively, a new plan is developed collaboratively with the agency. The plan details which strategies the State has or will implement to mitigate the impact of unforeseen events. 8.5 Cutover Checklist – A cutover checklists provides a list of interrelated steps and activities that must be coordinated to ensure a smooth and successful rollout. A high-level checklist is prepared for general consumption within the State to communicate the general schedule. A detailed, step-by-step checklist is prepared for the project team to follow.

8.6 Help Desk Setup – Contractor will provide a transitory, solution-specific help desk performing a triage function—routing non-solution-related calls, responding to and managing FastDS-VS help calls, and sometimes dispatching a specialist from the project team to provide assistance in person. The Contractor and the State will mutually agree when the FastDS-VS help desk services shift back to the agency’s general help desk services. 8.7 Run Conversion – Conversion processes are executed, databases are backed up, application servers are readied, and application shortcuts are installed to user desktops.


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8.8 Production Cutover – The system goes live. Desk-side support is provided to users and operations are carefully monitored. Rollout Phase Work Products 8.1 Operations and Support Plan (includes transition planning). The Operations and Support Plan details how the new system will be supported in production. This includes hours of operation, on-call support, hardware responsibilities, application responsibilities, transition planning, and support-team structure. Along with the plan, an operations manual is created which details the processes associated with required day-to-day operations, including:

Bringing the application up or down

Executing scheduled tasks

Diagnosing and remedying common problems

Scheduling backups

8.2 Production Cutover Checklists. Rollout preparations are captured in a series of cutover checklists. Cutover checklists provide a list of interrelated steps and activities that must be coordinated to ensure a smooth and successful rollout, such as which systems to shut down and when shut down should take place; which batch jobs to run or cancel; and which external interfaces to redirect (interim period – dual system). The final data conversion run and reconciliation steps are also included as part of the checklists.

A high-level checklist is developed to communicate the schedule to State personnel. A more detailed, step-by-step checklist is created for the project team. A checklist-specific communication plan is also developed to keep project team members, management, and other stakeholders aware of progress as the project moves toward final production cutover.

8.3 Help Desk/Desk-side Support Plan. The Help Desk/Desk-side Support Plan documents the following processes:

Help-desk support process

Desk-side support process

Daily status meeting format

Incident reporting procedures

Use of supporting documentation (such as Help functions and working with converted data)

J. Production Support Phase

Deliverable 9: Production Support Phase

Immediately after transitioning to production, a desk-side support team is deployed in user work areas affected by the rollout. This team is comprised of project team members who are most familiar with the software solution and new business processes. They remain on duty for the initial days or weeks that the new system is in production. Desk-side support personnel are available to answer any questions that arise during those initial weeks. Users may have questions or may simply want someone standing by as they perform new tasks. Desk-side support may be extended, day-by-day or week-by-week, at the joint discretion of agency and FAST management. The location, duration, and amount of desk-side support are determined through discussions between the State and the FAST project team.


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The Contractor and the State will mutually agree when project team members are no longer deployed on a regular basis to the business areas. At this stage, a FastDS-VS help desk will continue to serve as a first point of contact to users who need assistance. As the number of actual system-related calls decrease, the help-desk service transitions back into the steady-state agency help desk. During a transition period, project staff work with State help desk staff to ensure they have the skills, knowledge, and procedures to take over. This may include training, use of a “buddy system,” mentoring, and documentation development. The duration of these support periods varies according to the agency’s comfort level in making the transition. Section III. Warranty

A. Duration. Warranty will be comprised of three separate milestones. For Rollout 1 Contractor shall provide 60 days for Stabilization, 60 days for Performance And Reliability Evaluation (PARE), and 120 days for Warranty (for a total of 8 Months). . For Rollout 2 FAST shall provide 60 days for Stabilization, 120 days for PARE and 120 days for Warranty (for a total of 10 months). The total Stabilization, PARE and Warranty Periods are a fixed, not rolling duration.

B. Services. During each milestone Contractor will take all necessary steps and perform all necessary Services to

resolve errors, nonconformities, and deficiencies arising in the production implementation and all backup and redundant instances of the DLMVIS.

Payment will be made at each the end of each milestone as defined in Schedule B Pricing assuming the DLMVIS meets the metrics outlined in the Service Level Agreement (SLA). FAST shall invoice the payment for the applicable milestone once the stage has ended and the SLA metric has been confirmed in writing as acceptable.

Section IV. FastDS-VS Maintenance and Production Support A. FastDS-VS Maintenance and Support Services (or Production Support). Once the system goes live,

Contractor shall provide the following levels of Maintenance and Production Support Services (as defined below) to the State. The annual fees for such Maintenance and Production Support Services are set forth in the Payment Schedule, as defined in Schedule B – Pricing. At any time during which State has purchased Maintenance and Support Services from Contractor, State may reassess State’s support level on an annual basis and may decrease the level of Maintenance and Support Services as deemed appropriate by State. Should State decide to increase the level of Maintenance and Support Services and State’s prior level of Maintenance and Support did not include the provision of the latest commercially available Service Pack (as defined below) or version of FastDS-VS, then State is responsible for costs and expenses relating to installing such Service Pack or version. Should State decide to increase the level of Maintenance and Support Services and State’s prior level of Maintenance and Support Services included the provision of the latest commercially available Service Pack or version of FastDS-VS but State has not implemented such Service Pack or version, then State is responsible for costs and expenses relating to installing and implementing such Service Pack or version. Such services shall be performed by Contractor pursuant to the Contractor’s hourly rates or at a mutually agreed upon fixed price.

B. Levels of Maintenance and Support Services. Contractor offers multiple levels of combined Maintenance and

Support Services, as follows:

1. Level 1: Basic FastDS-VS Maintenance and Support Services. Maintenance Services are as described in Section C (Maintenance Specifications) below. Maintenance Services do not include onsite Services. Service Levels related to Level 1 are included in the Service Level Agreement.

2. Level 2: Enhanced Maintenance and Production Support Services. In addition to all Services included in Maintenance Services, Level 2 Support Services provide onsite Contractor Personnel to ensure that defects in site code, extensions, and configurations (defects not covered by Maintenance Services) are resolved. Service Levels related to Level 2 Support are included in the Service Level Agreement.

3. Level 3: Enhanced Maintenance and Production Support Services. In addition to all Maintenance and Support Services included in Levels 1 and 2, Level 3 Support Services provides onsite Contractor Personnel to install, configure, integrate, test, and provide training and other tasks related to the implementation of FastDS-VS hot fixes,


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Service Packs, and upgrades and verification that the hot fixes, Service Packs, and upgrades integrate with the overall DLMVIS. Level 3 Support Services ensure that the State will always run the latest version of the FastDS-VS. Service Levels related to Level 3 Support are included in the Service Level Agreement. Prices quoted hereunder include Level 3 support.

4. Additional Services. State may choose to retain additional Services from Contractor Personnel at Contractor’s hourly rates (as defined in Schedule B – Pricing/Supplemental Staffing) to assist with tasks such as: Prioritization and management of solution requests; On-call production support; Coordinating with the FAST Development Center; Configuration assistance; Application development; Best practices recommendations; Implementation of legislative/business changes (e.g., registration fees, interest rates, reports, letters, customized plates, workflow rules); Performance tuning; Database maintenance, analysis, and review; Supplemental user, developer, or operator training; or Other consulting and Services requested by State. Prices quoted hereunder include 1 such additional resource after Rollout 1 and 2 such additional resources after rollout 2 through to the end of the contract term.

C. FastDS-VS Maintenance Specifications. Maintenance Services apply to FastDS-VS Software components of the DLMVIS System. Maintenance Services do not apply to site-specific modules, configurations, network, databases, training, or items that are covered under Support Services. Maintenance Services include the following elements:

1. Service Packs. “Service Packs” means a packaged set of repaired defects, enhancements to existing FastDS-VS, and occasionally new FastDS-VS components. Each Service Pack is provided with Documentation that identifies affected FastDS-VS components and classifies the Service Pack item as either:

Low impact – the FastDS-VS component is backward compatible;

Medium impact – the FastDS-VS component is backward compatible; configuration or Documentation changes are required; or

High impact – the FastDS-VS component requires either new database structures, data fixes, or recompilation of site-specific components; existing business processes may be impacted.

Service Packs are scheduled to be released on a quarterly basis but may be released more or less frequently as required. Service Packs released during the Term of this Agreement will be made available to State. Implementation of Service Packs may be provided by Contractor under Support Services or may be performed by State.

2. Access to New Versions of FastDS-VS. If new versions of FastDS-VS are released, these will be made available to State. Analysis and installation of new versions of the FastDS-VS will require additional Support Services on a time and materials basis unless, the new version is introduced during Rollout 2, in which case the modifications will be made at no additional cost, or the State procures Level 3 Maintenance.

3. Access to New and Revised Documentation. New and revised Documentation including help files and configuration documents, which will be delivered to State with the appropriate Service Packs and new versions.

4. Phone and Online Support. Unlimited phone support is available from 8:00 AM - 5:00 PM eastern at the following number 1 (877) 275-3278 (1 (877) ASK-FAST). Contractor will also provide State with online access to technical support bulletins and other user support information and forums. If Support Services are procured, onsite Contractor Personnel will serve as the initial contact point for all FastDS-VS questions and issues and such onsite Contractor Personnel shall conduct quarterly onsite support meetings with technical teams from both Parties to review and discuss License Software support issues.

5. Defect repair to FastDS-VS Core. Defects are submitted to the Contractor’s FAST Solution Center using the Solution Request Form. Solution request forms will be completed by the onsite Contractor Personnel, if any, and


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otherwise by Fast Solution Center staff and categorized and resolved by Contractor in accordance with the Service Level Agreement.

Section V. Contractor Staff

A. Contractor Staff. The Contractor will provide sufficient qualified staffing to satisfy the deliverables of this Statement of Work.

1. Single Point of Contact. The Contractor identifies the following Single Point of Contact (SPOC) to support the management of the Contract, facilitate dispute resolution, and advise the State of performance under the terms and conditions of the Contract.

The State reserves the right to require a change in the current SPOC if the assigned SPOC is not, in the opinion of the State, adequately serving the needs of the State.

Single Point of Contact James G. Harrison, Partner

(877) 275-3278 [email protected]

2. Key Personnel. FAST Key Personnel shall be assigned to the project at least until the end of Rollout 2.

FAST Key Personnel – Michigan DLMVIS Project

Role Name Senior Project Manager Brian Goodack Senior Business Architect Chris Hochheimer

Senior Technical System Architect

Eric Rabideau

Development Manager Mayank Agrawal Data Conversion Manager Jonathan Carlson Implementation Manager Ibrahim Khan Infrastructure Manager Ben Welna Testing Manager Sunitha Yadav Training Coordinator Tracie Hochheimer

** Contractor will assign a Production Support Manager prior to the DLMVIS entering production. MDOS will have final approval of the designated Production Support Manager.

3. Organizational Chart. The Contractor will provide, and update when changed, an organizational chart indicating

lines of authority for personnel involved in performance of this Contract and relationships of this staff to other programs or functions of the firm. This chart will also show lines of authority to the next senior level of management and indicate who within the firm will have prime responsibility and final authority for the work.


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Organizational Chart

4. Background Checks and Security Requirements. Contractor agrees to comply with State’s requirements related to Background Checks, Drug Testing and compliance with other security requirements.

A. These requirements include, but are not limited to:

CONTRACTORS MUST FOLLOW THE FOLLOWING REQUIREMENTS (for either contractor or State hosted solutions) when it comes to the ability to CHANGE PRODUCTION DATA (i.e., data migration staff, etc.)

Contractor Employees who are involved in the manufacturing or production of DL/PID cards or who have the ability to affect the identity information that appears on the DL/PID, or current State employees who will be assigned to such positions must be U.S. citizens and will be subject to appropriate background checks. These background checks will include a name-based and fingerprint Criminal History Record Check (CHRC), using at a minimum the FBI’s National Crime Information Center (NCIC) and the Integrated Automated Fingerprint Identification System (IAFIS) database and state repository records on each covered employee; employment eligibility check; and employment reference check (if employed less than two years). The MDOS will identify the employees in positions requiring background checks. The MDOS will develop a strategy and take the appropriate action, which will facilitate the responsibility for accomplishment of national background checks. The MDOS will be responsible for performing background checks. Disqualifying offenses:

Permanent disqualifying offense. A covered employee has a permanent disqualifying offense if convicted, or found not guilty by reason of insanity, in a civilian or military jurisdiction, of any of the


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felonies set forth in 49 CFR 1572.103(a). Interim disqualifying criminal offenses. The criminal offenses referenced in 49 CFR 1572.103(b) are

disqualifying if the covered employee was either convicted of those offenses in a civilian or military jurisdiction, or admits having committed acts which constitute the essential elements of any of those criminal offenses within the seven years preceding the date of employment in the covered position; or the covered employee was released from incarceration for the crime within the five years preceding the date of employment in the covered position.

Under want or warrant. A covered employee who is wanted or under indictment in any civilian or military jurisdiction for a felony referenced in this section is disqualified until the want or warrant is released.

Determination of arrest status. When a fingerprint-based check discloses an arrest for a disqualifying crime referenced in this section without indicating a disposition, the State must determine the disposition of the arrest to the best of their ability.

Waiver. MDOS may establish procedures to allow for a waiver of the requirements of the “interim disqualifying offenses” or “determination of arrest status” listed in the above bullets under circumstances determined by MDOS. These procedures can cover circumstances where the covered employee has been arrested, but no final disposition of the matter has been reached. In such event the state establishes such waiver procedures; the state shall notify CBP of such procedures.

If results of the State’s CHRC reveal a permanent disqualifying criminal offense or an interim disqualifying criminal offense, the employee may not be employed in a position as described above - employees who are involved in the manufacturing or production of enhanced driver’s licenses, or who have the ability to affect the identity information that appears on the driver’s license or identification card.

An employee whose employment eligibility has not been verified by section 274A of the Immigration and Nationality Act (8 USC 1324a) and its implementing regulations (8 CFR part 274A) may not be employed in any position.

For REAL ID: § 37.45 Background checks for covered employees. (a) Scope. States Staff who are involved in the manufacture or production of REAL ID drivers' licenses and identification cards, or who have the ability to affect the identity information that appears on the driver's license or identification card, or current employees who will be assigned to such positions ("covered employees'' or "covered positions"), will be subject to a background check. The background check must include, at a minimum, the validation of references from prior employment, a name-based and fingerprint-based criminal history records check, and employment eligibility verification otherwise required by law. States shall describe their background check process as part of their security plan, in accordance with § 37.41(b) (4) (ii). This section also applies to contractors utilized in covered positions. (b) Background checks. States must ensure that any covered employee under paragraph (a) of this section is provided notice that he or she must undergo a background check and the contents of that check. (c) Criminal history records check. States must conduct a name-based and fingerprint-based criminal history

records check (CHRC) using, at a minimum, the FBI's National Crime Information Center (NCIC) and the Integrated Automated Fingerprint Identification (IAFIS) database and State repository records on each covered employee identified in paragraph (a) of this section, and determine if the covered employee has been convicted of any of the following disqualifying crimes:

(i) Permanent disqualifying criminal offenses. A covered employee has a permanent disqualifying offense if convicted, or found not guilty by reason of insanity, in a civilian or military jurisdiction, of any of the felonies set forth in 49 CFR 1572.103(a). (ii) Interim disqualifying criminal offenses. The criminal offenses referenced in 49 CFR 1572.103(b) are disqualifying if the covered employee was either convicted of those offenses in a civilian or military jurisdiction, or admits having committed acts which constitute the essential elements of any of those criminal offenses within the seven years preceding the date of employment in the covered position; or the covered employee was released from incarceration for the crime within the five years preceding the date of employment in the covered position. (iii) Under want or warrant. A covered employee who is wanted or under indictment in any civilian or military jurisdiction for a felony referenced in this section is disqualified until the want or warrant is released. (iv) Determination of arrest status. When a fingerprint-based check discloses an arrest for a disqualifying crime referenced in this section without indicating a disposition, the State must determine the disposition of the arrest. (v) Waiver. The State may establish procedures to allow for a waiver of the requirements of (b) (l) (ii)


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or (b) (l) (IV) of this section under circumstances determined by the State. These procedures can cover circumstances where the covered employee has been arrested, but no final disposition of the matter has been reached.

(d) Employment eligibility status verification. The State shall ensure it is fully in compliance with the requirements of section 274A of the Immigration and Nationality Act (8 U.S.C. 1324a) and its implementing regulations (8 C.F.R. Part 274A) with respect to each covered employee. The State is encouraged to participate in the USCIS E-Verify program (or any successor program) for employment eligibility verification. (3) Reference check. Reference checks from prior employers are not required if the individual has been employed by the DMV for at least two consecutive years since May 1 1, 2006. (e) Disqualification. If results of the State's CHRC reveal a permanent disqualifying criminal offense under paragraph (b) (l) (i) or an interim disqualifying criminal offense under paragraph (b) (l) (ii), the covered employee may not be employed in a position described in paragraph (a) of this section. An employee whose employment eligibility has not been verified as required by section 274A of the Immigration and Nationality Act (8 U.S.C. 1324a) and its implementing regulations (8 C.F.R. Part 274A) may not be employed in any position.

5. Location of Work The new system project office will be primarily located at the Secondary Complex located in Dimondale, Michigan.

Some work may be required to take place at some combination of the Operations Center or Secretary of State Office buildings both located in the Secondary Complex in Dimondale, Michigan.) Additional work will be performed at any of the State Hosting Centers or office buildings located primarily in Lansing, Michigan. During scheduled assignments or tasks, all Contractor project staff must be on-site at their designated State project site a minimum of eighty percent (80%) of every week. Key staff must be full-time, on-site at the project office. The Contractor may not use any off-shore resources for development specific to Michigan or any other activities with this project.

6. Travel: No travel or expenses will be reimbursed. This includes travel costs related to training provided to the

State by Contractor. Travel time will not be reimbursed.

Section VI. State Staff, Roles, and Responsibilities

A. State Resources. The State will provide the following resources for the Contractor’s use on this project: a. Work Surface/Work Area b. PC workstation c. Shared Printer(s) d. Access to copiers and fax machine

B. State Project Team. The State project team will consist of Executive Subject Matter Experts (SME’s), project

support, and a DTMB and MDOS project manager:

1. Executive Subject Matter Experts. The Executive Subject Matter Experts representing the business units involved will provide the vision for the business design and how the application shall provide for that vision. They shall be available on an as needed basis. The Executive SME’s will be empowered to:

a. Resolve project issues in a timely manner b. Review project plan, status, and issues c. Resolve deviations from project plan d. Provide acceptance sign-off e. Utilize change control procedures f. Ensure timely availability of State resources g. Make key implementation decisions, as identified by the Contractor’s project manager, within 48-hours of

their expected decision date.

Name Agency/Division Vicki Williams MDOS/State Services Administration – Driver & Vehicle Services Colleen Tulloch-Brown

MDOS/Legal Services Administration - Hearings


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Darryl Hill MDOS/Legal Services Administration – Business Licensing & Investigations Cindy Paradine MDOS/Department Services Administration – Finance Tom Cantrell DTMB Development Manager Dan Klodt DTMB Infrastructure Manager Gary Armitage DTMB Vehicle SME Frank Yancey DTMB Driver SME

2. State Project Manager- (MDOS and DTMB).

MDOS Project Manager will be responsible for: a. Overall project delivery and coordination. b. Provide State facilities, as needed c. Coordinate the State resources necessary for the project d. Facilitate coordination between various external contractors e. Facilitate communication between different State departments/divisions f. Provide final acceptance and sign-off of deliverables/milestones that don’t impact schedule or cost g. Resolve project issues h. Escalate outstanding/high priority issues i. Utilize change control procedures j. Document and archive all important project decisions k. Arrange, schedule and facilitate MDOS staff attendance at all project meetings. l. Conduct regular and ongoing review of the project to confirm that it meets original objectives and

requirements DTMB Project Manager will be responsible for:

a. The State’s infrastructure and coordinate with the Contractor in determining the system configuration. b. Facilitate coordination between various external interfaces c. Provide final acceptance and sign-off of deliverables/milestones that don’t impact schedule or cost d. Resolve technical issues e. Escalate outstanding/high priority issues f. Review and sign-off of timesheets and invoices g. Utilize change control procedures h. Arrange, schedule and facilitate DTMB staff attendance at all project meetings.

Name Agency/Division Title Nicole Fitzpatrick MDOS/Office of Technology and Project

Services Business Program Manager

Swaminathan Ganesan DTMB/Enterprise Project Management Office

IT Program Manager

Rebecca Jones MDOS/Department Services Administration

Senior Business Project Manager

TBD DTMB/Enterprise Project Management Office

Senior IT Project Manager

DTMB shall provide a Contract Administrator whose duties shall include, but not be limited to, supporting the management of the Contract.

Name Agency/Division Title James Topping DTMB-Procurement Contract Administrator

C. Other Roles and Responsibilities 1. Program Management Office. The PMO will serve as the first level of oversight for the project. The team will be

comprised of MDOS, DTMB and Contractor Program Manager level representatives, as well as an IV&V representative. The PMO will lead project efforts to ensure the State’s needs are met under the Contract, drive delivery of all items due, and ensure all teams are directed in the same manner with consistent messages about what is required, and escalate any unresolved issues to the Executive Committee.


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2. Independent Verification and Validation (IV&V). The IV&V vendor provides an objective assessment of software products and processes throughout the project lifecycle. This objective assessment is to ensure requirements (such as system and software) are complete, accurate, consistent, and testable. The IV&V vendor also provides management insight into processes and risks, objective views of compliance or non-compliance with program performance, schedule, and budget requirements. The IV&V vendor will deploy no more than three resources who will spend no more than two weeks on-site every quarter, after which they will prepare a report for MDOS. During the two weeks on-site, Contractor and State will cooperate with the IV&V vendor by participating in interviews, allowing project material to be reviewed, and allowing IV&V staff to observe project meetings. Contractor and State are not responsible for training the IV&V vendor in MDOS’ business, in FastDS-VS, or in the FAST Implementation Methodology.

3. Executive Committee. The Executive Committee (EC) will be composed of senior management from the State

and the Contractor. The EC will provide executive oversight and guidance to the members of the entire project team and maintain prime responsibility and final authority for delivery of the project. For change controls which impact schedule and/or cost; the State Executive Committee member must approve change controls on behalf of the State and the Contractor Executive Committee member must provide approval on behalf of the Contractor. The EC will provide funding and resource commitments for the project and participate in steering committee meetings monthly or as mutually agreed upon.

Unless mutually agreed by the Parties, all project resources other than Contractor staff and IV&V staff are to be employees of the State of Michigan and not, by way of example, third parties under contract with the State. In particular, review and approval of Contractor invoices, deliverables, and milestones are to be done by State of Michigan employees. Section VII. Project control, Performance and Reports

A. The Contractor must carry out this project under the direction and control of the State Senior Project Managers, with strong support and advice from the Program Management Team (PMT) and input from the Independent Verification and Validation (IV&V) Project Manager.

B. Project Control Contractor shall use its proprietary Project Workbench, FCR, and SQR tools to manage the implementation project schedule, design and development work tasks, and project decision and risk registers. Other tasks and project documentation shall be tracked and stored in FCR, Project Workbench, and the Content Manager as mutually agreed by Contractor and State. Where inconsistencies, contradictions, and lack of clarity exist between Contractor’s proprietary implementation methodology/tools, and the State’s SUITE Methodology/tools as outlined in the RFP; such shall be resolved by mutual agreement between Contractor and State. Notwithstanding the foregoing, the Contractor acknowledges that the State must meet certain reporting requirements, and the Contractor agrees to assist the State in meeting these reporting requirements both in regards to information and timing.

In all cases, the Parties may adjust the implementation methodology through mutual agreement.

C. Project Status Reports The Contractor will use either the State-defined templates or their proprietary tools provided the required content and distribution/access can be accomplished therein:

Bi-Monthly Project Reports must be provided to the State Senior Project Managers, the Executives, Sponsors, and other key project personnel as identified by the State. These meetings may increase in frequency prior to implementations.

Section VIII. COMPENSATION AND PAYMENT

A. Firm Fixed Price. This contract is a fixed, firm priced contract, and shall be paid on completion of milestones, deliverables and Phase/Stage. The Contractor shall be compensated as per Schedule B – Pricing and Payment Schedule. Contractor shall be paid according to the terms and conditions defined within the negotiated contract.


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Warranty and Production Support payments will be made as outlined in the Schedule B- Pricing. B. Out-of-Pocket Expenses

Out-of-pocket expenses incurred by the Contractor are not separately reimbursable by the State unless, on a case-by-case basis for unusual expenses, the State has agreed in advance and in writing to reimburse the Contractor for such an expense at the State current travel reimbursement rates.

C. Statements of Work for Contract Change and Issuance of Purchase Orders Unless otherwise agreed by the parties, each Statement of Work shall include:

Background Project Objective Scope of Work Deliverables Acceptance Criteria Project Control and Reports Specific Department Standards Payment Schedule Travel and Expenses Project Contacts State Responsibilities and Assumptions Location of Where the Work is to be performed Contractor Work Hours and Conditions

The parties agree that the Services and Deliverables to be rendered by the Contractor pursuant to this Contract (and any future amendments of it) shall be defined and described in detail in Statements of Work or Purchase Orders (PO) executed under this Contract. The Contractor shall not be obliged or authorized to commence any work to implement a Statement of Work until authorized via a PO issued against this Contract. The Contractor shall perform in accordance with this Contract, including the Statements of Work and Purchase Orders executed under it.

D. Invoicing The Contractor shall submit properly itemized invoices to the “Bill To” Address on the Purchase Order. Incorrect or incomplete invoices shall be returned to Contractor for correction and reissue.

E. Method of Payment The project will be paid of a firm fixed price basis by milestone, tasks and deliverables. Incorrect or incomplete invoices will be returned to Contractor for correction and reissue.

F. Holdback In the event that Contractor fails to meet the Service Level Agreements (SLAs) as defined during each of the Stabilization, PARE or Warranty Periods, the State shall have the right to hold back an amount equal to ten percent (10 %) of all amounts for that period as outlined in Schedule B-Pricing. The SLAs as defined in Exhibit 2- Section 1, apply as the criteria for determining if Holdback applies. If the criteria are not fulfilled and payment is withheld, the amounts held back shall not be released until the above criteria are met for a period of thirty (30) consecutive calendar days.


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SCHEDULE B – PRICING

Milestone Payment Schedule

Payment Milestone Invoice Amount

Project Start/Application Software Installation $8,000,000

Rollout One

Base Configuration Complete $5,060,000

System Acceptance, Production Rollout

End of Stabilization (Prod Rollout + 60 days) $7,590,050

End of PARE (End of Stabilization + 60 days) $5,060,000

End or Warranty (End of Stabilization + 120 days) $7,590,050

Transitions from Rollout to Rollout 2

Rollout Two

Base Configuration Complete $4,140,000

System Acceptance, Production Rollout

End of Stabilization (Prod Rollout + 60 days) $6,210,000

End of PARE (End of Stabilization + 60 days) $4,140,000

End or Warranty (End of Stabilization + 180 days) $6,210,000

Annual Software Maintenance

Year 1 (though 19‐Jan‐2018) $250,000

Year 2 (though 19‐Jan‐2019) $750,000

Year 3 (though 19‐Jan‐2020) $1,000,000

Year 4 (though 19‐Jan‐2021) $1,250,000

Year 5 (though 19‐Jan‐2022) $1,500,000

Maintenance & Support Services Costs

Level 3 + 1 FTE; 22‐Oct‐2018 to 21‐Oct‐2019 $1,800,000

Level 3 + 1 FTE; 22‐Oct‐2019 to 21‐Oct‐2020 $1,800,000

Level 3 + 1 FTE; 22‐Oct‐2020 to 6‐Dec‐2020 $226,230

Level 3 + 2 FTE; 7‐Dec‐2020 to 19‐Jan‐2021 $433,299

Level 3 + 2 FTE; 20‐Jan‐2021 to 19‐Jan‐2022 $3,600,000

Total $66,609,629


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In the event that the State should elect Additional Supplemental Services at an hourly rate, the following rates would apply:

Supplemental Staffing

Staffing Category

Not‐to‐Exceed

On‐site Hourly Rate

Not‐to‐Exceed

Remote Hourly Rate

Project Manager 260 250

Business Analyst 250 240

System Architect 250 240

Infrastructure Manager 250 240

Development Manager 250 240

Testing Manager 250 240

Training Manager 250 240

Senior Developer 200 190

Junior Developer 175 175