STATE OF MICHIGAN CENTRAL PROCUREMENT SERVICES … · FACILITIES AND REAL ESTATE MANAGEMENT SYSTEM ... versioning for Apple IOS9 and above/Android Marshmallow 6.0 and ... The State

STATE

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

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

Contract Number 171-180000000017

CONTRACT SUMMARY FACILITIES AND REAL ESTATE MANAGEMENT SYSTEM

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

October 16, 2017 October 15, 2022 5 - 1 Year October 15, 2022 PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

DESCRIPTION OF CHANGE NOTICE OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE ☐ ☐ CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,344,091.52 $0.00 $5,344,091.52 DESCRIPTION

Effective 10/12/2018, the following amendments are incorporated into this Contract to replace their counterpart sections in the original Master Agreement. This change replaces the following: - Schedule A - Statement of Work - Schedule D - Pricing All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Procurement approval.

Infor Public Sector, Inc.

13560 Morris Road, Suite 4100

Alpharetta, GA 30004

Barry Fisk

847-224-5204

[email protected]

CV0004843

Pro

gram

M

anag

er

Logan Mathews DTMB

517-284-7913

[email protected] Contract

Adm

inistrato

r Garrick Paraskevin DTMB

(517) 284-6993 [email protected]

CO

NTR

ACTO

R

mailto:[email protected]



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Schedule A – Statement of Work

1.000 Project Summary Contractor shall implement the Infor EAM application as an integrated facilities and real estate management system. The Software will provide the ability to plan, track, monitor, analyze, and report on facilities operations, information, assets, and investments. Contractor will configure the EAM application to meet the requirements in the Statement of Work Attachment A1 Requirements Matrix.

Contractor shall implement the following applications listed in section 1.101 below in accordance with the scope and assumptions in this Statement of Work. The Scope includes implementation to deliver the capabilities per Statement of Work Attachment A1.

Phased Delivery Contractor will deliver the Services as defined in the project phases below:

1. Phase One: Needs Analysis (Global Design for DTMB, DNR and MDOT).

2. Phase Two: Implementation – Hybrid Approach (Design & Build Together) (at State’s sole option). Agency Specific Technical Environment

1. Desktop Workstations: Windows 7 and above as well as future State Standard

2. Browser: IE 11 and future State Standard

3. Windows Server 2012 and above

4. For wireless functionality, the contractor will adhere to the current State of Michigan Standard’s for versioning for Apple IOS9 and above/Android Marshmallow 6.0 and above, for all wireless devices/platforms utilized by the State. For alarm notification from state equipment, using an email as the prompt, the system must have the capability to generate a work request with the specific e-mail content automatically, without human intervention.

Extended Purchasing Any State agency, MiDeal member, or other State or public entity may leverage this contract, obtaining any of the goods or services detailed herein for the pricing detailed herein.

1.100 Work and Deliverables

1.101 DETAILED PROJECT APPROACH State approved, Infor Deployment Methodology (IDM) will be used as the overall governing methodology for all project related work for the Licensee project activities associated with implementing the scope described herein. The State will produce any required SUITE documentation, which Contractor will review, advise and sign off after it is made mutually agreeable.

Phase 1 Approach Phase One (P1) of the project is the Global Design of the Infor EAM solution for DTMB, DNR and MDOT. Contractor will conduct Business Review Workshops to confirm the requirements provided by the State in the standard Future State processes with the Infor software. The State will provide Future State Process diagrams as an input to this process. Contractor will review the diagrams and map them to EAM software. The Business Review Workshops will also document identified exceptions to the Global Design for MDOT and DNR. As a result of Phase One, Contractor will validate the proposed Phase 2 Plan and project schedule, generate a Risk Log for the project, document the results of the Needs Analysis and Requirements Gathering, document the high-level design, develop the initial Prototype and generate a Phase Two Statement of Work. Prototype is the set of deliverables as defined within the Statement of Work.

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1. Contractor will utilize process diagrams and relevant documentation where required, provided by the State as the requirements for the “to be processes”. Contractor will then map the “to be process” to the functionality within the Infor EAM software.

2. Conduct Conference Room Pilot. The Conference Room Pilot (CRP) will provide users with insight into how the EAM application functions, and allows those users to confirm that requirements will be satisfied by the EAM application. It will also provide the project team with a formal check-point that the progressive configuration of the new system is on track, and will help highlight any significant issues that need corrective action. The CRP will use the State installed environment to communicate Infor’s understanding of the requirements to the FREM project team, and the teams will follow scenarios and day-in-the-life examples. It will take place onsite, and will utilize Infor resources, the State Core Team, and State SMEs as applicable. The CRP will last roughly one week. Any variance between the business requirements and the capability or features of the application system that are necessary to meet that requirement (gaps) and remediation options, will be documented by Contractor. Both parties will mutually agree on a final remediation plan after gap analysis.

3. Contractor estimates Phase 1 being a 12-13-week duration.

4. Phase 1 Outputs will include: a. Validation of the proposed Phase two project plan and schedule b. Risk log and mitigation plan c. Phase 2 Statement of Work d. Initial Prototype

Phase 2 Approach Phase Two (P2) of the project is the hybrid methodology (design & build) implementation of Infor EAM for the State in accordance with the as-is/to-be processes defined in Phase 1. Contractor will implement the following Component Systems for the State during Phase 2:

Part #

(if applicable) Component Systems

COG-DS7I-REPAU Infor EAM Enterprise Edition Advanced Reporting Author COG-DS7I-REPCS Infor EAM Enterprise Edition Advanced Reporting Consumer EEN-DS7I-ALM Infor EAM Alert Management EEN-DS7I-BAR Infor EAM Enterprise Edition Barcoding EEN-DS7I-GISMD Infor EAM Enterprise Edition GIS Module EEN-DS7I-LGMN Infor EAM Enterprise Edition Language Manager EEN-DS7I-MOB Infor EAM Enterprise Edition Mobile EEN-DS7I-OCADM Infor EAM OpenCAD EEN-DS7I-REQ Infor EAM Enterprise Edition Requestor EEN-DS7I-RRQST Infor EAM Rapid Request EEN-DS7I-SQL Infor EAM Enterprise Edition – Modules contained herein align

with the technical requirements of the Statement of Work Attachment A1 - Requirements SQL

EEN-DS7I-SUST Infor EAM Asset Sustainability EEN-DS7I-SUST-DV Infor EAM Asset Sustainability Device EEN-DS7I-WEBCL Infor EAM Enterprise Edition Web Services Connector License EEN-DS7I-WEBTK Infor EAM Enterprise Edition Web Services Toolkit

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The Global Design for Phase Two will include DTMB, DNR, and MDOT. Exceptions for MDOT and DNR will be identified.

5. Phase 2 Outputs will include: a. Needs Analysis b. High Level Design Document

Hybrid Methodology Breakdown Contractor will be operating under a Hybrid Methodology approach towards the design/build milestones. The milestone breakdown can be found in the milestone charts in section 1.102 MILESTONES, ACTIVITIES AND DELIVERABLES. Both the State of Michigan and the Contractor agree that it is the best approach forward to establish a design/build phase as it is a mutually beneficial aspect to be able to view the build before the design document is signed off. It is also agreed that each design document will remain open until the final stage exit is signed after all the design/build milestones are complete, this is necessary due to the linking of processes/workflows between each of the modules. The hybrid methodology includes all three agencies (DNR, MDOT and DTMB) creating a global model for all modules, and it also includes the exceptions from DNR and MDOT which will be documented per the original Scope of Work. After the Barcoding/GIS integrations are complete, then the final stage exit will be made to formally close all of the Hybrid Design/Build Milestones. The 9 milestones are as follows: Phase 2 Hybrid Design/Build Milestones (MS)

• MS 2 – Global Asset Management Module • MS 3 – Project Management Module • MS 4 – Lease Management Module • MS 5 – Work Order Module • MS 6 – Move Management Module • MS 7 – OpenCAD/BOA Module • MS 8 – Health and Safety Module • MS 9 – GIS Module • MS 10 – Mobile Application for Modules

*Upon completion of all Design/Build Modules, Contractor and State of Michigan will have a formal Stage Exit/Sign-off of all Design/Build Documentation defined as final deliverables in the Milestone breakdown. This will also include a final walkthrough of all modules to demonstrate integration throughout the entire State of Michigan module portfolio. The final walkthrough takes place after Phase 2 MS 11 – Barcoding, as the barcoding integration will be the final piece to close out the design deliverables.

Contractor will provide test scripts and results report. The Contractor will develop 100 User Acceptance Test (UAT) scripts. The State will develop all remaining UAT scripts and conduct the user acceptance testing. Contractor will provide support during the testing activities.

Contractor will provide a “train the trainer” workshop and materials for up to 60 State-identified personnel. Contractor will conduct 10 all day workshops to train State trainers on the State’s configured EAM application. Contractor will develop a "Train-the-Trainer" and "System Administration" training agenda with input from the State Project Manager so that training will include appropriate topics to provide State resources with sufficient knowledge of the system to teach other users. Contractor will utilize existing project documentation (to-be process maps, design documentation, and product manuals) as training materials and documentation for the train-the-trainer training. The State’s trainers will be responsible for all end user training and the generation of any end-user training material.

The following data sources are in scope for Contractor conversion:

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a. DTMB i. AutoCAD Drawings ii. X3/eMaint iii. Archibus iv. 2 Access Databases v. PIMS

b. DNR i. 5 Access databases ii. 2 .NET databases

c. MDOT i. Access databases ii. Bentley iii. X3/eMaint

The project scope will include enabling delivered integrations for ESRI/GIS and Barcodes. No other interfaces are in scope for the project.

Contractor will provide up to 80 hours of support for report development activities. Contractor

will provide 2 weeks of Go-Live support for each agency the State opts to deploy.

Optional Phase Two Services: DNR and MDOT Deployment Once the Go-live for DTMB is complete, the State will have the option whether to deploy Infor EAM to DNR and MDOT. If the State opts to deploy Infor EAM to DNR, MDOT or both, the State shall have the option to choose either State-led or Infor-led deployments for either agency. Whichever party the State opts to lead these deployments shall be responsible for Data Migration, Testing, Training and Go-Live Support associated with each subsequent agency’s deployment. In the event the State opts to lead either subsequent agency’s deployment, Contractor consultants will support the State process owners and key users with resolution of process questions and provide application advice and guidance for each such State-led deployment.

Project Governance

Project governance is a key element of effective project management. The following governance processes and assumptions shall apply for this Project:

1. Project Sponsorship and Executive Involvement: The State will assign a single Sponsor and will designate a Steering Committee. The role of the Executive Sponsor and Steering Committee will be to lead setting the goals and scope of the Project, and over-arching Project leadership and decision-making, including: a. Assume ultimate responsibility for the State Project Team’s success.

b. Communicate Project directives and objectives.

c. Provide timely and effective resolution to issues escalated by the Project team.

d. Designate and assure commitment of resources throughout the Project to ensure Project success. e. Determine Project priorities and approve all changes to Project scope.

f. Provide final review and approval of Project deliverables and milestones.

g. Monitor Project quality and integrity with respect to business goals.

h. Provide positive leadership and ongoing support to all Project team members.

i. Identify and communicate any issues of concern throughout the course of the Project.

j. Participate in monthly Steering Committee meetings.

k. Be available to the Project to resolve issues that the Project management team cannot resolve in a timely manner.

l. Throughout life of the Contract, Steering Committee will be the approver/facilitator for all configuration changes.

2. Monthly Steering Committee Reports and Meetings: Steering Committee meetings comprised of Contractor and State Steering Committee Members will occur on a minimum monthly frequency and upon request by

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Contractor within two (2) weeks of notice to review the status of the Project and provide escalation and decision-making as needed. A Steering Committee Status Report may outline high level Project progress, health, status, risks, issues, and decisions and barriers requiring the attention of the Steering Committee.

3. Project Issue Escalations: From time-to-time, issues that are negatively impacting Project progress will arise that require urgent State attention. The Contractor Project Manager will act as the point of escalation in these circumstances, and will expect the following turnaround times from Licensee’s Project team: a. Urgent questions/requests where Project progress is being negatively impacted but is not halted – 2 State

of Michigan business days.

b. Critical questions/requests where Project progress is blocked – 1 business day.

Either party may request, as necessary, escalation to senior business or technical/engineering staff, and then to higher management and/or senior management. Upon signing the Contract, each party shall designate escalation points of contact and shall provide contact information to the other party.

Project Change Control Process (in Scope Management Plan): Deviations that arise during the proposed Project will be managed using the Change Control Process outlined in Contract Terms Section 2.2.

1.102 MILESTONES, ACTIVITIES AND DELIVERABLES The tables below detail the activities and deliverables of each project milestone. The acceptance criteria for each deliverable type are stated in Section 1.103.

PHASE ONE

Milestone Activity/ Result Associated Deliverables

MS 1: Project Initiation

• Approved Phase 1 project schedule in Microsoft Project

• Establish Risk and Issue Management Log and Mitigation Plan

• Create Communication Plan • Resource Plan – Contractor Staffing, Michigan

Staffing, Workshop Scheduling (Excel file) • Defined Status Report

Template, and Status Reporting

• Conduct Phase 1 Kick-Off Meeting

• IPM.070 Develop Project Management Plan (written deliverable)

• SCH.040 Develop & Baseline Project Schedule (project schedule)

• OCH.050 Project Kick-Off (written deliverable)

MS 2: Software Installation (EAM, OpenCAD, GIS)

• Installation of EAM 11.x for Global Configuration Business Process Design and Validation Sessions

• Installation of OpenCAD • Initial installation of GIS • Initial installation of Barcoding

• TRS.020 Installation Plan (installation deliverables)

• TAR.100 Prepare Initial Environments (installation deliverables)

• Installation EAM, OpenCAD, GIS, and Barcoding Software (installation deliverable)

• TAR-105 Environment Review Report (installation deliverable)

MS 3: Global Configuration Business Process Design and Validation

• Review State of Michigan As- Is Processes

• Requirements-Gathering Workshops for Global Configuration Designs

• BRE.050 Review and Validate Business Processes – Draft (written deliverable)

• BRE.100 Prioritized Requirements – Draft (written deliverable)

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MS 4: Data Migration

• Review of Required Data • Identification of Global Configuration

Data Requirements

• DCO.010 Define Data Conversion Requirements (written deliverable)

• ANA.070 Conduct Data Quality Assessment (written deliverable)

MS 5: Proof of Concept / Conference Room Pilot

• Execution of Conference Room Pilot to include a representative subset of the configuration process design created in MS 3.

• MCO.030 Build Prototype Environment (configuration deliverable)

• MCO.050 Conduct Conference Room Pilot (configuration deliverable)

PHASE TWO

Milestone 2 through milestone 9 may be revisited and changes can be made to already approved documentation when decision are made for integration points throughout all of the modules and are/will be identified during design discussions. Any changes outside of this will follow the change control process.

Milestone Activity/ Result Associated Deliverables MS 1: Phase 2 Project Initiation

• Approved P2 project schedule in Microsoft Project


• Communication Plan • Resource Plan – Contractor

Staffing, Michigan Staffing, Workshop Scheduling

• Defined Status Report Template, and Status Reporting

• Conduct Phase 2 Design Kick-Off Meeting

• Review/Update IPM.070 Develop Project Management Plan (project schedule)

• Review/Update SCH.040 Develop & Baseline Project Schedule (project schedule)

• OCH.050 Design Kick-Off Meeting (written deliverable)

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Milestone Activity/ Result Associated Deliverables MS 2: Global Asset Management Module

Development of Draft Design Documentation • Development and Delivery

of Draft Implementation Plan to include Training Plan

• Delivery of Requirements Traceability Matrix

Delivery of Final Documentation • Updates with State of

Michigan Feedback • EAM Functional Design Walkthrough

(Demonstration of Global Asset Management)

Project Team Training • Review of EAM with Michigan

Core Team • Develop Training Plan

Configurations • Build of Configurations per

Global Configuration Design Documents

• Deployment of Configurations in Pre-Production Environment

Data Migration • Conversion of Data per Global

Configuration Design into EAM 11.4

Unit Testing • Unit Test of Global Configurations • Unit Test of Data Conversion • Documentation of Unit Test Results

Setup of Functionality with Global Asset Management

Development of Draft Design Documentation • ANA-050 Analysis Functional Specification (written

deliverable) • DES-020 As Built Design Document (written

deliverable) • MCO-070 Master Configuration (written deliverable) • Supporting Unit Test Scripts for the Master

Configuration (written deliverable) • Updated MOSCOW / Requirements Register (written

deliverable) • Functional walkthrough (configuration deliverable)

Delivery of Final Documentation • ANA-050 Analysis Functional Specification (written





Project Team Training • Functional walkthrough (configuration deliverable)

Configurations • DES.020 Create Technical Design Specification

(technical deliverable) • MCO-070 Master Configuration (written deliverable)

Data Migration • DCO.040 Perform Data Mapping (technical

deliverable) • DCO.120 Convert and Verify Data – Pre-Production

Environment (configuration deliverable)

Unit Testing • Unit Test of Global Configurations (testing

deliverable) • Supporting Unit Test Scripts for the Master

Configuration (written deliverable) • Unit Test of Data Conversion (testing

deliverable) • Submission of Unit Test Scripts and Results

Report (testing deliverable)

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Milestone Activity/ Result Associated Deliverables MS 3: Project Management Module















Setup of Functionality with Project Management






















9

Milestone Activity/ Result Associated Deliverables MS 4: Lease Management Module















Setup of Functionality with Lease Management






















10

Milestone Activity/ Result Associated Deliverables MS 5: Work Order Module















Setup of Functionality with Work Order






















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Milestone Activity/ Result Associated Deliverables MS 6: Move Management Module















Setup of Functionality with Move Management






















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Milestone Activity/ Result Associated Deliverables MS 7: OpenCAD/BOA Module














Unit Testing • Unit Test of Global Configurations • Unit Test of Data Conversion

Documentation of Unit Test Results Setup of Functionality with OpenCAD and Integrating with AutoCAD






















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Milestone Activity/ Result Associated Deliverables MS 8: Health and Safety Module















Setup of Functionality of Health and Safety






















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Milestone Activity/ Result Associated Deliverables MS 9: GIS Module















Setup of Functionality with GIS and Integrating with ESRI






















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Milestone Activity/ Result Associated Deliverables MS 10: Mobile Application




































MS 11: Barcoding Setup

• Setup and Implementation of Barcoding Functionality

• Implementation of Barcoding per Design Documentation Specification in Pre-Production Environment (configuration deliverable)

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Milestone Activity/ Result Associated Deliverables MS 12: Train the Trainer

• Initial Input to State Testing Plan • Product Training for State System

and User Acceptance Testing Team

• Follow-up Input to State Testing Plan, based on participant feedback

• Final Stage Exit for Design/Build Milestones (First deliverable and first on Work Breakdown Structure)

• Delivery of Final All Module Functional Walkthrough (configuration deliverable)

• TES.130 Prepare Users for Testing (training deliverable)

• Delivery of Training for Identified Trainers (training deliverable)

• Delivery of Training Plan and Training Documentation (written deliverable) (Using DES-020 and MCO-070 to create overview PowerPoints for each functional module)

MS 13: Integrated System Testing

• Develop Scripts for Integrated System Testing

• Develop Defect Log

• Integrated System Test Scripts • Defect Log

MS 14: System Test Support

• Support During System Testing • Resolution of Issues

• TES.150 Support System Integration Testing (testing deliverable)

MS 15: User Acceptance Testing

• Updated IST Scripts for User Acceptance Testing


• User Acceptance Test Scripts (up to 100) • Defect Log

MS 16: User Acceptance Test Support

• Support During User Acceptance Testing

• Resolution of Issues

• TES-150 Support User Acceptance Testing (testing deliverable)

MS 17: Knowledge Transfer

• Configuration Training for State of Michigan Super-Users and Core Team

• IT Knowledge Transfer for State of Michigan System Admins

• Overview of Advanced Reports • Knowledge Transfer of Advanced

Reports

• Delivery of Configuration Training to Identified Attendees (training deliverable)

• Delivery of IT Knowledge Transfer to Identified Attendees (training deliverable)

• Delivery of Advanced Reports Knowledge Transfer (training deliverable)

MS 18: End-User Training

• Deployment of TRAIN Global Configuration Environment

• Training Support

• Deployment of TRAIN Environment (installation deliverable)

• Training Support as Defined Per Statement of Work and Training Plan (training deliverable)

• 40 Hours per Agency Remote or Onsite (at State’s discretion) Support to be used in review of State-developed end user training materials and/or support of end-user training delivery

MS 19: Security Setup

• Workshop to Review Security Requirements

• Setup of Security for Global Configuration

• MCO.080 Define Functional Security (configuration deliverable)

• Setup of Security Roles in PROD (configuration deliverable)

MS 20: Deploy to Production

• Final Data Migration • Deploy Global Configuration

to Production Environment • Post-Go-Live Support

• TAR.120 Prepare Production Environment (installation deliverable)

• TRS.060 Verify Production Readiness (written deliverable)

• TRS.070 Go Production for Global Configurations (written deliverable)

MS 21: Close and Holdback Release

• Defect Log and Recommendations • Project Closing Report • Transition to Contractor Support

• IPM.150 Conduct Client Transition (written deliverable)

*MS 21: Close and Holdback Release will apply only to DTMB-SFA/Global Environment unless either DNR or MDOT or both choose to exercise their optional milestones before the Final Stage Exit of Hybrid Design/Build Milestones (found in Phase 2 – MS 11). Follow on agencies (outside the three on this contract) will have their own holdback/release associated to either a State led or an Infor led model.

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OPTIONAL ADD-ON PHASE TWO MILESTONES

Milestone Activity/ Result Associated Deliverables

Optional MS 22: State- Led Roll- Out Support for Agency 2 This Milestone to be performed at State’s sole option.

• Assistance with Data Upload • User Acceptance Testing

Assistance • Assistance with Security

Setup (Users) • Training Support • Post-Go-Live Support

• Deployment to FREM of Agency 2 (configuration deliverable)

Optional MS 23: State- Led Roll- Out Support for Agency 3 This Milestone to be performed at State’s sole option.

• Assistance with Data Upload • User Acceptance Testing

Assistance • Assistance with Security

Setup (Users) • Training Support • Post-Go-Live Support


Optional Add-On MS 24: Infor-Led Roll-Out for Agency 2 This Milestone to be performed at State’s sole option.

• Contractor Led: o Roll-out of Global

Configuration to Agency 2

o Data Upload o User

Acceptance Testing Assistance

o Assistance with Security Setup (Users)

o Training Support o Post-Go-Live Support



Optional Add-On MS 25: Infor-Led Roll-Out for Agency 3 This Milestone to be performed at State’s sole option.

• Contractor Led: o Roll-out of Global

Configuration to Agency 3

o Data Upload o User

Acceptance Testing Assistance

o Assistance with Security Setup (Users)

o Training Support o Post-Go-Live Support



Optional Add-On MS 26 Close and Holdback Release Agency 2



Optional Add-On MS 27 Close and Holdback Release Agency 3



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1.103 ACCEPTANCE CRITERIA The following acceptance criteria will apply to each deliverable type listed in Section 1.102 above:

Deliverable Type Acceptance Criteria Project Schedule • The project schedule will contain all the activities required to complete the project.

• Reasonable work estimates will be used at the activity level. • Activity dependencies will be established (predecessors/successors).

Written Deliverable • The Deliverable complies with the Contractor format using the State approved, Contractor standard templates.

• The Deliverable is consistent with other Deliverables already approved. • The Deliverable meets the general review criteria (e.g., pages numbered, free of

formatting and spelling errors, clearly written, no incomplete sections, etc.). • Procedures/documentation for the Deliverables comply with the technical/business

system design. • Train-the-Trainer documentation, the Deliverable must accurately reflect the State’s

business processes per the Global Configuration. • The Training Plan will define the strategies, tasks, and methods that will be used to

fulfill the State’s end-user training requirements. The Training Plan will reflect and require input from the State project team and SMEs, and will become the roadmap the project will use to define the curriculum, methods and tools, schedules, logistics, and support activities that will be required to allow the State’s trainers to provide end-users with the product and process knowledge required in the new FREM system. This plan is a working document, and is designed to be revised and updated throughout the project.

Technical Deliverable • Technical designs and all related Deliverables are in compliance with the Functional Design Specification.

• All Development meets the Technical Design Specifications, is complete and is free of material errors.

Training Deliverable • State participant surveys are completed and returned by class/workshop participants. • A follow-up plan based upon participant feedback is created by the State and

Contractor Project Managers and submitted to Contractor and the State’s Steering Committee for approval.

• Any mutually agreed upon follow-up plan has been properly executed. • State approval of the "Train-the-Trainer" training agenda and topics in advance of

training as signified by formal sign-off acceptance. • State approval of the "Train-the-Trainer" training sessions provided as signified by

formal Sign-off acceptance at the conclusion of each session. • Contractor has provided its standard evaluation form for each training session

delivered. • Evaluations must have an aggregate score of at least 75% for each training session.

For sessions that fall below 75%, Contractor must deliver a corrective action plan that will be reviewed and approved by the State.

Installation Deliverable • Completed installation exit document approved by the State.

Testing Deliverable • Tests have been executed per the Test Plan in compliance with the State-approved IDM and processes.

• Test results have been documented for all tested functionality. • Resolution approach documented for all Critical or High priority errors.

Configuration Deliverable • Configuration also includes walkthrough of the system configuration per each module and their specific requirements and final walkthrough of all modules to demonstrate integration requirements per the accepted design.

• For all Configuration Deliverables, system configuration is complete per the application configuration documentation.

Acceptance Process Upon completion of any deliverable set forth in this Section, Contractor shall provide a copy of the deliverable to the State. The State shall have five (5) business days after Contractor’s submission of the deliverable or completion of

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the activity (“Acceptance Period”) to give Contractor written notice specifying any deficiencies of such deliverable or activity against the description for such deliverable or activity specified in this Statement of Work in detail. Contractor shall cure any deficiencies within five (5) business days. After completing such cure, Contractor shall resubmit the deliverable or perform the activity for State review as set forth above (with a new 5-day Acceptance Period beginning). Licensee’s acceptance shall be in writing; however, if Licensee fails to provide written notice of any deficiencies (or written acceptance) within an Acceptance Period, as provided above, such deliverable or activity shall be deemed conclusively accepted at the end of the Acceptance Period. The parties may also mutually agree to alternative timeframes. Either party may request, as necessary, escalation to senior business or technical/engineering staff, and then to higher management and/or senior management. Upon signing the Contract, each party shall designate escalation points of contact and shall provide contact information to the other party.

1.200 Optional Supplemental Products and Services Upon mutual agreement of the parties, the Contractor will provide additional products and services to meet legislative mandates or changing business needs or to increase functionality reasonably related to the Services. In the event the parties opt to exercise this provision, Contractor will quote the requested products and/or services and the parties shall execute a Contract Change Notice.

Assumptions

• Unless otherwise agreed to herein, Contractor will install the latest available release version, at the time of delivery, of the Licensed Software. This Statement of Work does not include performing any upgrades to the installed Licensed Software.

• Logging incidents with Contractor Support, as well as the application of fixes or patches that are made available by Contractor Support, are the responsibility of the State, and therefore the effort associated with these activities has not been included in Contractor’s estimates and scope of work.

• Unless otherwise noted, a single centralized configuration will be implemented for State, using single common configuration and business processes.

• For the applications installed on State hardware, Contractor will install the Licensed Software in two environments (Production and Non-Production). Contractor assumes that State will provide resources for knowledge transfer who, in turn, could support incremental future installations, where applicable.

• State will provide all required hardware and is responsible for ensuring that hardware procurement is completed consistent with the implementation schedule to prevent delays in the Project.

• State is responsible for the selection, sizing, installation, design and testing and deployment of any procured hardware.

• All operating system software must be installed and configured prior to any installation activities performed by Contractor’s.

• State is responsible for all technical architecture, networks, and hardware. • State will be responsible for deploying any infrastructure for, and executing, any business continuity plans. • Planning, design, installation or testing of disaster recovery environments are not included within the scope

of this Statement of Work. • Issues or problems related to third-party software / operating systems / database / network / hardware will

be the responsibility of State. • Contractor and State will manage the Project jointly, including work planning, activity and resource planning

and budgetary control. All Project Management tasks will be delegated appropriately between the Contractor and State Project Managers during planning.

• State will assign a full-time Project Manager. The State Project Manager will be responsible for ensuring the performance of the State Project team and for coordinating Project activities with the Contractor Project Manager.

• State Project Manager will coordinate all communication with State personnel and provide a central communication channel for the Project with the Contractor Project Manager.

• The State will extract and cleanse legacy data, and transform/map into prescribed formats provided by Contractor.

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1.300 Roles and Responsibilities

1.301 CONTRACTOR STAFF, ROLES, AND RESPONSIBILITIES A. Key Personnel Contractor commits the following Key Personnel to this project:

Contractor Contract Administrator

Barry Fisk 767 S. Middleton Ave Palatine, IL 60047 (847) 224-5204 [email protected]

Contractor Project Manager Jamie Saeed 250 Ferrand Drive Suite 1200 Toronto, Ontario M3C 3G8 Canada [email protected] (416) 843-4719

B. On Site Work Requirements

Location of Work: Work will be performed both on and offsite, as required. In general, aspects of installation, design, training, testing, and deployment activities are conducted onsite, while documentation and build activities are conducted offsite. The project managers will mutually agree during the planning of tasks on the onsite requirement to successfully complete that task.

Hours of Operation: Normal State working hours are 8:00 a.m. to 5:00 p.m. EST, Monday through Friday. No overtime will be authorized or paid. The State is not obligated to provide State management of assigned work outside of normal State working hours. The State reserves the right to modify the work hours in the best interest of the project. Contractor shall observe the same standard holidays as State employees. The State does not compensate for holiday pay.

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.


21

1.302 STATE STAFF, ROLES, AND RESPONSIBILITIES The State will provide the following resources for the Contractor’s use on this project when Contractor resources are on site

• Work space • Printer • Access to copiers and fax machine

The State designates the following resources to this project:

Contract Administrator

Garrick Paraskevin [email protected] 517-256-7516

Project Manager

Sohaib Rashad [email protected] 281-813-6880

Business Owner

For DTMB: Michael Turnquist [email protected] For DNR: Daniel Lord [email protected] 517-290-5603

For MDOT: Zak Moussa [email protected] 517-241-4103

Technical Owner

For DTMB: Kemal Tekinel [email protected] 517-284-5685





22

Statement of Work Attachment A1 – Requirements

For every requirement listed in the table below: 1. An “X” in the Off-The-Shelf Column signifies the proposed solution will fully meet the requirement out-

of-the-box without any configuration or customization. 2. An “X” in the Configuration Column signifies the proposed solution will fully meet the requirement

through configuration. 3. An “X” in the Customization Column signifies the proposed solution will fully meet the requirement

through customization (i.e., source code changes). 4. An “X” in the Unable to Fulfill Column signifies the proposed solution will NOT fully meet the

requirement. Contractor Responses below apply only to the current release (version 11.3) of the Infor EAM Software.

LINE # DETAIL CONTRACTOR RESPONSE YES NO

Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To F

lfill

General Requirements 1 Solution includes space management, space planning, strategic

planning and move management, lease management, real estate management, facilities maintenance management, project/portfolio management and asset management capability.

X

OpenCAD Module

2 System is web based with user access through a standard web browser

X

3 Includes chargeback functionality for detailed space accounting to the space, cost center, division, department or building level

X

4 Supports industry standard area calculations (BOMA, IFMA, FICM, etc.)

X

5 Individual rooms can be allocated to one or more organizational entities

X

6 Includes both standard and user defined data for buildings, real estate, sites and assets

X

7 Building data can be tracked by building, floor or room, and component (e.g.; HVAC)

X

8 System links data to AutoCAD and Revit drawings

X Auto CAD dwg drawings or Revit

saved as dwg.

23


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To F

lfill

9 Link to AutoCAD and Revit is seamless and bi-directional

X

AutoCAD drawings are imported into EAM allowing an

interactive graphical interface. CAD drawings can be modified inside EAM through the

OpenCAD module. Revit drawings can be saved as CAD

drawings and imported. Bi-

directional Revit data integration

can be developed through either Web Services Toolkit or

Infor ION integration

middleware.

10 Includes an easy-to-use, industry and State standard report

writer and ad-hoc report writing capabilities

X

Infor EAM Advanced

Reporting Module is built on Cognos.

11 Navigation is primarily graphical, with consistently designed user interface screens and consistent keystroke functionality throughout the application

X

12 Allows an unlimited number of user-definable data fields

X

Although titled “custom fields”

these are standard to the software and

require front end configuration to

create.

13 System as delivered contains a significant number of facilities management features and asset reports

X

14 Ad hoc query capability includes the ability to query AutoCAD drawings for such things as vacant spaces or spaces with certain characteristics or occupancy

X

15 Has easy-to-use reporting tools that support generation of standard reports and the ability to generate ad-hoc queries that sort and filter data in a variety of ways

X

16 Strong query capability with a user-friendly interface X 17 Can be configured to provide a "notes" capability throughout the

application in order to record activities and actions taken which are not accommodated within the data structure itself

X

18 Users can construct and save customized queries X 19 Has the ability to use maps, drawings and photos to drill down to

critical data

X

20 System can be configured with web screens & pages to give them the State’s Web requirements and look & feel, i.e., using the State’s logo, ADA compliant colors and fonts

X

Changing the default colors would require

configuration using EAM Extensibility

Framework.

21 Capacity Need and scalability

24


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To F

lfill

22 The system will support 1.5x the peak number of concurrent users in the current system in order to provide sufficient capacity for growth. Current requirements anticipate up to 400 users.

X

23 System Auditing 24 The system will maintain a traceability log of all changes

made to any system item within the system (e.g., data element, business rule, process control, software program), which will include:

X

Audit trail function captures all of the

below items.

25 the ID of the person or process that made the change, X 26 the before images of the affected data records, X 27 the date and time the change was made. X 28 The system offers designated users the ability to query, view,

filter, and sort the system audit trail

X This is supported with User Group

Security.

29 Designated users will have the ability to store created queries in the system.

X Queries screen.

30 Error Handling 31 The system must write all errors to an error log. X 32 As part of the hosting services the vendor will provide to the

State, upon request, error log information.

X

33 Mobile Device Module – capable of and not limited to the following:

34 Run all modules on smart phones, mobile computers, or any State supported device that is browser-enabled.

X

Infor EAM presents and functions fully

in Mobile device browsers.

35 The system needs to allow for all system information to be interfaced between modules, for example financial information and project information. This is separated by each agency (DTMB, MDOT and DNR).

X

Integration would be needed.

Security Requirements 36 Security can be defined by agency, user and function X 37 Security can restrict user access to data views and to specified

reports or queries

X

38 Maintains a unique security profile for each user I.D. and groups of like users

X

39 May allow Contractors, as well as employees, based on defined roles and permissions/security configuration and requirements, to be system users without jeopardizing system security

X

Technical Requirements 40 System has tools (For example: taking in data from excel

spreadsheets) to interface with other systems, such as CMMS, HR or ERP systems, SIGMA (the state’s financial application)

X

41 Data migration for all identified existing systems X

42 Integration must include one single point of data entry. Duplicate data entry into multiple systems will not be necessary or permitted

X

25


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To F

lfill

43 System does not rely on proprietary software for either graphical display or navigation, for database functionality or for report development

X

44 Web interface supports a state standard web browser such as Microsoft Internet Explorer

X

45 Modules are tightly integrated and share a common data structure and data tables

X

46 Exports and imports data to/from spreadsheets, databases and other standard Microsoft products

X

47 Has disaster recovery (DR) capabilities and documented DR plan X 48 Incorporates interface with AutoCAD and Revit from Autodesk

rather than with a proprietary drawing system

X

49 All modules share common tables, use similar start up screens, use standard interface capabilities throughout and are written in a consistent language and development environment throughout

X

50 Allows multiple users to access the various modules at the same time without noticeable negative impact on the computer network response time or product functionality.

X

51 Provides integrated Intranet/Internet connectivity with similar security and "look and feel" as local access

X

52 Has a menu driven interface with pick lists and help text X 53 Has the ability to handle large volumes of data, to archive data

and to import/export data in all tables

X

54 System has an out-of-the-box fully documented data schema X 55 System has the ability to extend the features of the existing

application (Extensibility)

X

56 System does not rely on any third party software for any purpose X Space and Occupancy Management Requirements

57 Tracks space and occupancy for multiple sites and buildings X 58 Produces predefined space utilization reports on demand X 59 Can track rental and operating costs per SF by space types X 60 Can track space and the space occupant to different

organizational entities

X

61 Tracks attributes for rooms such as wall finishes, floor finishes, lighting conditions, etc.

X

62 Tracks conference room characteristics such as AV equipment, room set-up and capacity

X

63 Tracks the assignment of spaces to divisions, departments and employees

X

64 Ability to classify all spaces by user defined codes for categories of occupancy and assignment

X

65 Calculates space charge backs to definable occupant groups X 66 Supports the ability to assign different rent rates for different

types of space (for example: labs, data centers, offices, warehouse)

X

67 Supports the ability to assign different rent rates based on the condition of the building and the need for renovation

X

68 Incorporates functional stacking and blocking capability

X 69 Ability to store and analyze space utilization data for each facility X

26


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To F

lfill

70 Ability to monitor user-defined space standards by employee type or job function

X

71 System can compare actual space standards to space allocations

X

72 Both graphical display and text reporting of vacant, underutilized or over utilized spaces

X

73 Supports user defined space uses and space types X 74 Tracks organizational hierarchy by department and division roll-

up

X

75 Bi-directional link to AutoCAD and Revit for area calculations, space labeling and graphic displays of database queries

X

76 Allows for a distinction between occupancy and ownership of spaces

X

77 Supports prorating of building common and primary circulation space

X

78 Ability to generate preliminary restacking plans and to save various versions of a plan for graphical review

X

79 Tools to allow a user to implement the appropriate measures to ensure there is consistent documentation and good tracking for handling of space requests

X

80 Tools to allow a user to develop recommendations for the appropriate utilization of space, based on data collected

X

81 Ability to provide "net usage" square footage value by division or department

X

82 Ability to attach photographs of the property to the property record

X

83 Has multiple, flexible, detailed data fields for properties and buildings

X

84 Has the ability to add additional fields as required X 85 Provides space use management capabilities X 86 Can be configured to associate personnel with assigned building

parking spaces

X

87 Ability to configure building space terminology based on existing state of Michigan standards

X

88 Ability to mass upload data information through an Excel spreadsheet, Access database, and .txt file automatically

X Excel spreadsheet

Lease Space and Real Estate Requirements 89 Includes management of real property assets X 90 Manages building leases as well as maintenance and

management contracts for leased buildings, including contacts and contact information

X

91 Generates electronic tickler reminders for upcoming lease expirations

X Alert Management

92 Can be configured to track leases through the approval process X Case Management 93 Can be configured to track real property through the appraisal &

purchase process

X Case Management

94 Leases can include non-building elements which are leased - e.g. parking spaces

X

95 Ability to analyze lease costs and run rent stream report totals

X Reporting Tool

27


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To F

lfill

96 Ability to relate lease records with individual departments X 97 Ability to search for lease by geography: 98 State X 99 County X 100 City X 101 Address X 102 Lease Number X 103 Lessor X 104 Department X 105 Any other user defined field X 106 Ability to track the following: 107 Execution date X 108 Possession date X 109 Start date X 110 Expiration date X 111 Option date X 112 Termination date X Asset Management Requirements 113 Tracks assets to organizational entities and to individual

employees

X

114 Tracks the location of assets or equipment, both in the software database and on an AutoCAD or Revit drawing

X

115 Ability to create an asset catalogue that includes digital photographs, maintenance procedures and other text documents

X

116 Performs asset counts automatically X 117 Can be configured to track assets and equipment warranties with

alerts for warranties due to expire within a user specified time period

X

Start Center KPIs/Inboxes

118 Tracks employee ownership of equipment such as laptops, pagers and cell phones, used both off-site and on-site

X

119 Can zoom and print drawings, either 8 ½ x 11 or 11 x 14, to show asset or equipment locations within rooms

X

120 Tracks asset costs and depreciation X 121 Ability to track assets throughout the purchase, use and

retirement process

X

122 Integrates with bar coding systems using industry standard formats

X

123 Maintains accurate inventories of assets in a warehouse X 124 Capable of interacting with handheld barcode readers X 125 Ability to track lease occupancy percentage of building X 126 Ease of navigation between records X 127 Ability to associate more than one lease per address

X 128 Employee count by Department and location Ability to define

what is a critical date X

129 Ability to calculate lease timing in years, months and days

X 130 Logging of the user, time and date of any and all new input and

changes

X

28


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To F

lfill

131 Ability to integrate with standard mapping programs, such as OpenStreets or Bing, etc.

X Out-of-the-box bi- directional

integration to ESRI.

132 Ability to display all active leases and/or assigned projects on aforementioned standard mapping program, may require additional configuration

X

133 Ability to display multiple locations being considered for selection X

Move Management Requirements 134 Move Requests can be saved to the database without updating

the current employee record

X

135 Can handle large planned moves, as well as simple one at a time moves

X

136 Ability to construct and compare multiple move schemes, to find and reserve space for pending moves, and to estimate move costs

X

137 Ability to set up multiple pending move design schemes and to electronically compare them based on varying user-defined criteria

X

138 Can generate and track move work orders, Additional configuration may be required

X

139 System can track multiple moves on a single move work order X 140 Can create and modify move commitment dates and schedule

required resources

X

141 Move work orders can be sent to various departments with their specific responsibilities itemized on the work order

X

142 Supports the creation of a web-enabled move work orders that provide all required information for move planning

X

143 Move work orders have built-in intelligence about the user based on user ID and supports customer-entered data through pull- down lists or other point and click formats where possible

X

144 Move work orders incorporate automatic routing to the appropriate Move Coordinator based on the location of the requestor

X

145 Move work orders can incorporate a requirement for Supervisor approval prior to the Request being routed to Planning

X

146 Supports entry of contents of work spaces that are to be moved with the employee

X

147 Can store and report on move history, move costs and move trends over user-defined time periods

X

148 Can generate move schedules and tasks X 149 Tracks all associated move costs X 150 Tracks the standard costs of various types of moves X 151 Shows move details on AutoCAD floor plans X 152 All involved support departments can be notified about pending

move plans

X

153 Move work order process can include punch list items to be completed before close-out

X

154 Creates customer survey to automatically solicit employee rating of move experience

X With optional survey application

29


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To F

lfill

155 Ability to crosshatch floor plans in scenario planning by future department locations

X

156 Can display future occupants’ names on floor plans X AutoCAD Drawing Interface Requirements

157 Bi-directional interface between AutoCAD and the system database

X

158 Does not use a proprietary drawing system to display graphic information

X

159 Native AutoCAD drawings can be viewed over the web in read- only format

X

160 New AutoCAD layers can be created and viewed X 161 Incorporates space standards and monitors occupancy against

those standards

X

162 Can incorporate scanned AutoCAD drawings for reference purposes

X

163 Graphically displays spaces by occupancy status, i.e., vacant, occupied, over capacity, under capacity, etc.

X

164 Graphically displays spaces that are shared by one or more organizational entities and includes a user determined percentage of the space in space reports

X

165 Displays space query results in color-coded or hatched formats X 166 Can create, name and save graphical queries for future use, only

users with administrator rights X

167 Can run automatic graphical queries across several or all floor plans

X

168 Calculates exact space footage from accurate scaled AutoCAD drawings and changes the square footage calculation instantly if the drawing is altered

X

169 Can produce a report of spaces that are on the drawings but missing from the database

X

AutoCad rendering can display an

indicator where WorkSpace Code

equals code in Database. Those

without “matched” indicator are not in the database. This

can be printed.

170 PDF’s of floor plans can be added to the system X 171 Links space boundaries (polylines) on drawings to space records

in the database

X

172 Recommended polylining process accounts for all space in the square footage calculations

X

173 Ability to generate usable and rentable square footage reports per BOMA (Building Owners and Managers Association) standards after the polylining process.

X

174 Displays the location of people and assets on drawings based on locations recorded in the database

X

175 Can integrate furniture vendor layout drawings into the system as a separate AutoCAD layer

X

30


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To F

lfill

176 Produces automatic legends on floor plans for color-coded department occupancy

X

177

Can zoom and print scaled drawings in a variety of sizes including 8 ½ x 11 or 11 x 14 to show asset or equipment locations within rooms

X

OpenCAD allows the printing of

drawings through printer devices that are currently used by the client PC

when the OC plugin has been installed.

178 Drawings act as graphic reports, displaying text from the database on the drawing

X

Transaction and Project Management Requirements 179 Ability to integrate facilities maintenance transactions to existing

projects. For instance, when a maintenance Work Request is submitted, the system allows to browse all planned, in-flight, and closed projects in that facility.

X

180 Ability to provide a form for electronic work requests X 181 Ability for management to assign, manage and/or reject work

requests from customers electronically within the application

X

182 Ability to view active project workload by; 183 Requestor X 184 Department X 185 Employee Classification X 186 Geographic Location X 187 Ability to measure Project Managers performance based on; 188 Task Duration

X 189 Project Type

X 190 Project Duration

X 191 Ability to view project portfolio data across the State of Michigan

Departments, Agencies and Counties. X

192 Ability to review and access both active and completed projects. X 193 Ability to extract archive information for both leases and closed

projects

X

194 Ability to initiate project requests by customers

X 195 Ability to create and modify workflows X 196 Ability to set user roles and access based on system admin

authorization

X

197 Ability for manager to move and reassign tasks as needed X 198 Ability to store attachments X 199 Ability to provide side by side comparisons of bidder

submissions, deals and other scenarios X

200 Ability to add comments and notes on projects X 201 Ability to link projects to the following:

X 202 Lease records X 203 Buildings X 204 Departments X 205 Regions X 206 Provide streamlined project workflows X 207 Ability to set, monitor and approval points for key tasks X

31


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To F

lfill

208 Ability to provide automatic reminders and emails on critical dates and workflow activities

X

209 Notification when critical date has been changed X 210 Notification when a work order status has been changed X 211 Notification when a workflow has been changed X 212 Ability to track record changes for audit purposes X 213 Ability to pull from fields to create a contract order, contract

change order, modifications change orders, bid tabulations (for contracting) and the ability to identify types of contractors, for every type of contract with SFA to match SFA’s contracting requirements, and all projects can be separated by project director and field representative.

X

Document Management Requirements 214 Need to be able to store multiple types of files including but not

limited to: all Microsoft Office suite type documents along with jpeg, pdf and tif

X

215 Ability to attach a default document to tasks X 216 Ability to save, attach and send photographs and images X 217 Ability to store project records X 218 Ability to attach templates to tasks X 219 Ability to upload scanned documents to the application, X 220 Ability to submit parts requests through an automated approval

path utilizing user-defined roles and approval paths

X

221 Ability to submit parts requests from a work order that would then, once approved, automatically role up the parts expenses to the work order

X

Parts Inventory Requirements 222 Ability to define inventory of part types X 223 Ability to define inventory of parts X 224 Ability to define a unit cost per part X 225 Ability to define a manufacturer per part X 226 Ability to define a model per part X 227 Ability to define a part number per part X 228 Ability to define the quantity of a given part X 229 Ability to define the reorder threshold for a given part X 230 Ability to see the current quantity available for a given part X 231 Ability to link one or more parts to a service ticket with a quantity X 232 Ability to link one or more parts to a preventive maintenance

record with a quantity

X

233 Ability to decrement the quantity of a given part when the part is linked to a service ticket (including service tickets generated by a PM)

X

234 Ability to submit part orders X 235 Ability to link one or more parts to a parts order along with a

quantity

X

236 Ability to increment the quantity of a given part by the number identified in a part order

X

237 Ability to increment the quantity of a given part when a service ticket is cancelled

X

32


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To F

lfill

238 Ability to forecast when parts will be needed based on proposed usage thru PM cycle time/units and existing inventory for a given date range (today into the future 6 months, 12 months, etc.)

X

239 Ability to view part usage over time (date range) by part type X 240 Ability to view part usage over time (date range) by individual part X 241 Ability to view part usage over time (date range) by ticket type

(PM vs. on demand) X

242 Ability to link one or more parts to an equipment record (i.e. IB Building Equipment)

X

243 Ability to define quantity per unit (i.e. 1 pack contains 5 items) X 244 Ability to define preferred vendor for reordering X 245 Ability to remove parts from the system X 246 Ability to define a part description X 247 Ability to define inventory locations X 248 Ability to define stock parts per location X 249 Ability to define min/max per part X 250 Ability to increment/decrement quantity on hand per part X 251 Ability to view who incremented/decremented quantity on hand

per part

X

252 Ability to send min/max notifications per part, per location X 253 Ability to transfer parts between inventory locations X 254 Ability to link parts to work orders and employees X 255 Ability to link one or more parts to employees X 256 Ability to decrement the quantity of a given part when the part is

linked to an employee

X

257 Ability to increment the quantity of a given part when the employee returns the part

X

258 Ability to track and change part order status (submittal, approval, estimated delivery date, receipt)

X

259 Ability to view who performed each status change on a part order X 260 Ability to submit part orders for parts not in inventory X 261 Ability to view part usage over time (date range) by employee X 262 Ability to view part usage over time (date range) by inventory

location

X

Reporting Requirements 263 Be able to create standard report templates X 264 Be able to create ad hoc reports X 265 Calculated fields included in the reports X 266 Exportable into MS Excel X 267 Dashboard Views X 268 Management X 269 Project Manager X 270 Customer X 271 Limit to their own projects X 272 Report Writer Requirements: 273 Incorporates an industry standard report writer X 274 Compatible with multiple printer types X

33


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To F

lfill

275 Reports can be printed to the screen, to a printer or to a file X 276 Reports can be previewed on screen before being sent to a

printer

X

277 System is delivered with a large number of standard space- related reports

X

There are a number of space related reports. Others can be delivered through custom

reports.

278 System allows user to select paper size, color versus black and white and orientation as part of the report design

X Yes, because

Windows Print Pop Up renders

containing those parameters.

279 Ad hoc query functionality is user friendly X 280 Reports can draw on information from all system modules X 281 Users can create and save an unlimited number of custom

reports with specified permission and access rights

X

282 Users can create and save ad hoc queries X 283 Reports and queries can be accessed, created and saved via

the web access

X

284 System has report export capabilities with .pdf, Excel, web archive and .xml formats

X PDF, Excel, HTML

285 Standard reports, custom reports and queries can be shared with all users, including web users

X

286 Reports can be limited to certain users based on security conditions

X

287 Report appearance can be customized to include user logo, colors, fonts, etc.

X

288 Ability to seamlessly use industry standard third party report writers if necessary

X

289 Data can be exported in a variety of formats X 290 System provides comparative analysis and tickler type

reporting capabilities

X

291 Users may construct and save customized queries, in the form of either screens, forms, and/or reports

X

Customized queries can be viewed in a list

view or saved as Excel.

Contact Management Requirements 292 Delineated by Lessor, Lessee, and customer information

X 293 Associate single or multiple contacts

X 294 Contacts should include: 295 Name X 296 Address X 297 Email X 298 Phone(s) numbers X 299 Not less than 20 additional user-definable fields per contact X

34

Statement of Work Attachment A2 – Approved Third Party and Open-Source Components

The table below lists approved third-party and open source components:

Software Version(s) Description Is it Open Source? Apache Tomcat 8.x HTTP, Servlet 2.5 and JSP 2.1 Yes Apache HTTP 2.4.x HTTP server Yes Aspektwerkz 2 AOP for Java Yes Asterisk 0.3.1 PBX server Yes Axis2 1.6 Apache extensible Interaction System Yes Castor 0.x Data binding framework Yes GDataXML 1.x iOS XML library Yes IBM Cognos ReportNet V10 IBM Cognos Report Net No iText 1.1 Library to create PDFs Yes Jakarta commons Various Reusable Java components Yes JAX-B 2.1.7 XML Binding for Java Yes JAX-RPC 1.x Remote Procedure Call for Java Yes JBoss 8.x J2EE Application Server Yes JRE 1.8.x Java Runtime Environment No jTDS 1.3 JDBC 3.0 driver for Microsoft SQL No JUnit 4.x Framework for repeatable tests Yes Log4j 1.x Logging library Yes Neethi 2.0.5 WS Policy Yes Novel LDAP 1.x LDAP library Yes OpenAM 9.x SSO library Yes Saxon-B 8.x XSLT 2.0, XPath 2.0 and XQuery 1.0 Yes Struts 1.x Java MVC framework Yes Xerces2 1.4.x XML parser Yes XMLSecurity 1.4.2 XML signature and encryption Yes WSTX 3.2.9 XML processor (JSR-173) Yes

35

Schedule D – Pricing

Cost Table 1: Base Years Cost Summary

Item Total Invoice Timing Perpetual Enterprise License 1,356,712.00 After providing and activating the Software. Software Maintenance & Support 1,653,899.52 Year 1: After providing and activating the Software. Annually

from that date thereafter. Phase One – Needs Analysis & Design 597,030.00 Each milestone may be invoiced after formal acceptance of all

milestone deliverables.

Phase Two – Implementation 1,456,290.00 Each milestone may be invoiced after formal acceptance of all milestone deliverables.

TOTAL (FIVE YEAR COST) $5,063,931.52

*Total Five-Year Costs do not reflect the optional Phase 2 Milestones (MS 22-27). If exercised those optional milestones would increase the total cost per the amounts specified in those exercised milestone options. Cost Table 2: Phase One and Two Milestone Costs

Phase One Milestones Cost

MS 1: Project Initiation 87,810.00 MS 2: Software Installation (EAM, OpenCAD, GIS) 99,420.00 MS 3: Global Configuration Business Process Design and Validation 146,360.00 MS 4: Data Migration 146,360.00 MS 5: Proof of Concept / Conference Room Pilot 117,080.00 Total $597,030.00

Phase Two Milestones Cost

MS 1: Phase 2 Project Initiation 140,300.00 MS 2: Global Asset Management Module 88,874.00 MS 3: Project Management Module 88,874.00 MS 4: Lease Management Module 88,874.00 MS 5: Work Order Module 44,437.00 MS 6: Move Management Module 44,437.00 MS 7: OpenCAD/BOA Module 92,368.50 MS 8: Health and Safety Module 22,218.50 MS 9: GIS Module 57,298.50 MS 10: Mobile Application 22,218.50 MS 11: Barcoding Setup 70,150.00 MS 12: Train the Trainer 70,150.00 MS 13: Integrated System Testing 75,000.00 MS 14: System Test Support 35,080.00 MS 15: User Acceptance Testing 39,000.00 MS 16: User Acceptance Test Support 35,080.00 MS 17: Knowledge Transfer 70,160.00 MS 18: End-User Training 70,160.00 MS 19: Security Setup 70,150.00 MS 20: Deploy to Production 70,160.00 MS 21: Close and Holdback Release 161,300.00 TOTAL $1,456,290.00

Optional Add-On Phase Two Milestones Cost

Optional MS 22: State-Led Roll- Out Support for Agency 2 35,080.00 Optional MS 23: State-Led Roll- Out Support for Agency 3 35,080.00

36

Optional Add-On MS 24: Infor-Led Roll-Out for Agency 2 94,497.00 Optional Add-On MS 25: Infor-Led Roll-Out for Agency 3 94,496.00 Optional Add-On MS 26: Close and Additional Holdback Release for Agency 2

10,500.00

Optional Add-On MS 27: Close and Additional Holdback Release for Agency 3

10,500.00 TOTAL $210,000.00

*MS 21: Close and Holdback Release will apply only to DTMB-SFA/Global Environment unless either DNR or MDOT or Both choose to exercise their optional milestones before the Final Stage Exit of Hybrid Design/Build Milestones (found in Phase 2 – MS 11). Follow on agencies (outside the three on this contract) will have their own holdback/release associated to either a State led or an Infor led model.

Contractor shall implement and deploy the Global configuration to additional agencies (beyond Agency 3) at the prices listed above for up to 3 years from the Phase 1 start date (kickoff date), where the contractor will be onsite for the State of Michigan, provided there is mutual agreement they are of similar size and scope. Prices will increment 3% per year after 3 years from contract execution.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 171-180000000017 . between

THE STATE OF MICHIGAN and

CO

NTR

AC

TOR

Infor Public Sector, Inc.

STA

TE

Prog

ram

M

anag

er Logan Mathews DTMB

13560 Morris Road, Suite 4100 517-284-7913

Alpharetta, GA 30004 [email protected]

Barry Fisk

Con

tract

Adm

inis

trato

r Jarrod Barron DTMB

847-224-5204 517-284-7045

[email protected] [email protected]

3642

CONTRACT SUMMARY

DESCRIPTION: Enterprise Facilities and Real Estate Management System INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE OPTIONS

EXPIRATION DATE BEFORE CHANGE(S) NOTED BELOW

10/16/2017 10/15/2022 5, 1-Year 10/15/2022 PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

N/A MISCELLANEOUS INFORMATION This Enterprise Facilities and Real Estate Management System contract is established per Request for Proposal # 007116B0009085.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $5,344,091.52

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

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CONTRACT TERMS COTS Software Contract

This Software and Services Contract (this “Contract”) is entered into as of October 16, 2017 (the “Effective Date”), by and between the State of Michigan (the “State”) and Infor Public Sector, Inc. (“Contractor”) and covers software, professional services, training, documentation, maintenance and support and supplemental products and services reasonably related to the Infor EAM application as an integrated facilities and real estate management system. The State and Contractor may be referred to herein as the party or the parties.

This Contract is effective from the date first written above, and shall initially expire on October 15, 2022 (the “Term”). The State may renew this Contract in one-year periods until October 15, 2027. Any renewal will extend the Term of this Contract. After October 15, 2027, the parties may mutually agree to extend the Term of the Contract.

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

“Affiliate” means any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of a Person.

“Allegedly Infringing Materials” has the meaning set forth in Section 22.2(b)(ii).

“Approved Open-Source Components” means Open-Source Components that may be included in or used in connection with the Software and are specifically identified in an exhibit to the Statement of Work, and approved by the State.

“Authorized Users” means all Persons authorized by the State to access and use the Software under this Contract, subject to the maximum number of users specified in the applicable Order Form.

“Business Day” means a day other than a Saturday, Sunday or other day on which the State is authorized or required by Law to be closed for business.

“Business Owner” is the individual appointed by the agency buyer to (a) act as the agency’s representative in all matters relating to the Contract, and (b) co-sign off on notice of Acceptance for the Software, as may 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.

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“Confidential Information” has the meaning set forth in Section 17.1.

“Configuration” means State-specific changes made to the Software without Source Code or structural data model changes occurring.

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

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) for the State, approve any Change Notices under this Contract.

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

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

“Contractor Personnel” means all employees of Contractor or any Permitted Subcontractors involved in the performance of Services hereunder.

“Deliverables” means the deliverables that Contractor is required to or otherwise does provide to the State in connection with any Services, including all items specifically identified as Deliverables in the Statement of Work.

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

“Documentation” means the then-current Contractor-provided operating and technical documentation relating to the features, functions and operation of the Software.

“Documented Defect” means a material deviation between the then-current, general release version of the Software and its Documentation, for which nonconformity the State has given Contractor enough information for Contractor to replicate the deviation on a computer configuration which is both substantially similar to the Equipment and is under Contractor’s control.

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

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

“Equipment” mean the hardware and/or systems software configuration (e.g., the computer, computer platform, operating systems and/or data base management system) specified in the Order Form, or, in the absence of any such specification in the Order Form, the hardware and/or systems software configuration on which Contractor generally supports use of the Software.

“Fees” means collectively, the License Fees Services Fees, and Support Services Fees.

“Financial Audit Period” has the meaning set forth in Section 24.1.

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

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“Harmful Code” means any: (a) virus, trojan horse, worm, backdoor or other software or hardware devices intended 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 prevent, restrict or impede the State's or any Authorized User's use of such software.

“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 (including, where applicable, all derivative works of the foregoing).

“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 or other requirement or rule of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

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

“Loss or Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance and Support Schedule” means the schedule attached as Schedule B, setting forth the service level agreement for Support Services and the parties' additional rights and obligations with respect thereto.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Software, including any updated Documentation, that Contractor may generally provide to its licensees from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software.

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

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“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.

“New Version” means any new version of the Software that the Contractor may from time to time introduce as part of its Support Services, as may be indicated by Contractor's designation of a new version number.

“Nonconformity” or “Nonconformities” means any failure or failures of the Configurations to conform to the requirements of this Contract, including any applicable Documentation.

“Open-Source Components” means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

“Open-Source License” has the meaning set forth in Section 4.

“Order Form” means each written order form (including all Software Supplements) executed by both parties incorporating the terms of this Contract that sets forth the Software, associated fees and User Restrictions, among other terms. The only person authorized to sign an Order Form on behalf of the State is the State’s Contract Administrator.

“Permitted Subcontractor” has the meaning set forth in Section 6.5.

“Person” means (i) the State’s employees; and (ii) contractors authorized by the State to access the Software who, prior to obtaining access to the Software, have executed a non-disclosure agreement that protects Contractor’s Confidential Information to the same extent as this Contract, in each case registered in the Software’s database with a unique UserID and a unique password.

“Pricing” means any and all fees, rates and prices payable under this Contract, including pursuant to any Schedule or Exhibit hereto.

“Pricing Schedule” means the schedule attached as Schedule D, setting forth the License Fees and Service Fees, and any other fees, rates and prices payable under this Contract, except for Support Services Fees (which are covered under the Maintenance and Support Schedule).

“Project Manager” is the individual appointed by each party to (a) monitor and coordinate the day-to-day activities of this Contract, and (b) for the State, to co-sign off on its notice of Acceptance for the Deliverables. Each party’s Project Manager will be identified in the Statement of Work.

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

“RFP” means the State’s request for proposal designed to solicit responses for Services and Software under this Contract.

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“Service Fees” has the meaning set forth in Section 13.2.

“Services” means any of the implementation and/or other professional services Contractor is required to or otherwise does provide under this Contract, as specified in a Statement of Work, but not including Support Services.

“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 the Software.

“Software” means Contractor’s software set forth in the Order Form.

“Software Supplement” means, with respect to a Software, the addendum attached to the applicable Order Form that contains additional terms, conditions, limitations and/or other information pertaining to that Software. The Software Supplement must be attached to a signed Order Form executed by both parties.

“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which the Software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of, and to develop computer programs compatible with, the Software.

“Specifications” means, the requirements set forth in the Statement of Work.

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 16.1.

“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.

“State Resources” has the meaning set forth in Section 7.1(a).

“Statement of Work” means any statement of work for Services entered into by the parties and attached as a schedule to this Contract. The initial Statement of Work is attached as Schedule A, and subsequent Statements of Work shall be sequentially identified and attached as Schedules A-1, A-2, A-3, etc.

“Stop Work Order” has the meaning set forth in Section 20.

“Support Services” or “Support” means (a) access (via the Internet, telephone or other means established by Contractor) to Contractor’s support helpline, (b) when and if generally available, updates, enhancements or modifications to the then-current, general release version of such Software that are not separately priced or licensed as new products; and (c) Contractor’s use of reasonable efforts to correct or circumvent Documented Defects in accordance with the then-current Maintenance and Support service schedule, if applicable.

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“Support Services Fees” has the meaning set forth in Section 13.2.

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

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

“Third Party Licensor” means a third party whose software products (“Third Party Products”) have been made available to Infor for distribution and licensing under the terms of its agreement with Contractor (a “Third Party Agreement”).

User Data” means information provided, entered or uploaded for use by or with the Software by the State or its Authorized Users

“User Restriction” means any Software user restriction identified in an Order Form (for example, and without limitation, number of named or concurrent users).

“Warranty Period” means (i) for the Software, the twelve (12) month period commencing on the date of delivery of the Software and (ii) for the Services, the ninety (90) day period commencing on Final Acceptance of the final project milestone as detailed in the Statement of Work.

2. Statements of Work. Contractor shall provide Services and Deliverables pursuant to Statements of Work entered into under this Contract. No Statement of Work shall be effective unless signed by an authorized representative of each party, which for the State shall be the Contract Administrator. The term of each Statement of Work shall commence on the parties' full execution of the Statement of Work and terminate when the parties have fully performed their obligations or until such Statement of Work is terminated as set forth in Section 19. The terms and conditions of this Contract will apply at all times to any Statements of Work entered into by the parties and attached as a schedule to this Contract. The State shall have the right to terminate such Statement of Work as set forth in Section 19.

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, as applicable;

(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 to be implemented, including the Specifications:

(e) an Implementation Plan, including all Milestones, the corresponding Milestone Dates and the parties’ respective responsibilities under the Implementation Plan, as applicable;

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(f) the payment structure for provision of Services, more specifically, whether such services will be billed on a fixed price or a time and materials basis;

(g) the due dates for payment of Fees and any invoicing requirements, including any Milestones on which any such Fees are conditioned (as applicable), and such other information as the parties deem necessary;

(h) disclosure of 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;

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

2.2 Change Control Process. Either party may at any time request in writing (each, a “Change Request”) changes to the Statement of Work, including changes to the Services and Implementation Plan (each, a “Change”). Upon either party’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 2.2.

(a) As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forth:

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

(ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services under the Statement of Work;

(iii) any additional State Resources Contractor deems necessary to carry out such Changes; and

(iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change.

(b) Within 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 Contractor’s authorized representative, 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, either party may:

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(i) require performance of the Services under the Statement of Work without the Change;

(ii) require the other party to continue to negotiate a Change Notice;

(iii) initiate a Dispute Resolution Procedure; or

(iv) notwithstanding any provision to the contrary in the Statement of Work, terminate this applicable Statement of Work under Section 19.2.

(d) No Change will be effective until the parties have executed a Change Notice. Except as the parties may otherwise mutually agree 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 all commercially reasonable efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice.

(e) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its 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 License. Contractor hereby grants to the State and its Authorized Users the right and license to use the Software and Documentation in accordance with the terms and conditions of this Contract and the License Agreement set forth in Schedule E (the “License Agreement”).

4. Open-Source Licenses. Any use hereunder of Open-Source Components shall be governed by, and subject to, the terms and conditions of the applicable open-source license (“Open-Source License”). Contractor shall identify and describe each of the Approved Open-Source Components of the Software, and include an exhibit attaching all applicable Open-Source Software Licenses or identifying the URL where these licenses are publicly available.

5. Software Implementation.

5.1 Implementation. Contractor will install, configure, and/or integrate the Software on or prior to the applicable Milestone Date(s) (if any), and in accordance with the criteria, as may be set forth in the Statement of Work.

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5.2 Site Preparation. Unless otherwise set forth in the Statement of Work, the State is responsible for ensuring the relevant Operating Environment is set up and in working order to allow Contractor to deliver and install the Software 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 the Software to give the State sufficient time to prepare for Contractor’s delivery and installation of the Software. 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.

6. Performance of Services. Contractor will provide all Services and Deliverables in a professional and workmanlike manner and in accordance with the terms, conditions, and Specifications set forth in this Contract and the Statement of Work.

6.1 State Standards.

(a) The Contractor must adhere to all applicable existing standards as described within the comprehensive listing of the State’s existing technology standards at http://www.michigan.gov/dmb/0,4568,7-150-56355-108233--,00.html, as identified by the State and delivered to Contractor in writing.

(b) To the extent that Contractor has access to the State’s computer system, Contractor must comply with the State’s Acceptable Use Policy, which is available at http://www.michigan.gov/dtmb/0,5552,7-150-56355_56579_56755---,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.

6.2 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 (where such Contractor Personnel are providing Services from within the United States);

http://www.michigan.gov/dmb/0,4568,7-150-56355-108233--,00.html

http://www.michigan.gov/dtmb/0,5552,7-150-56355_56579_56755---,00.html

http://www.michigan.gov/dtmb/0,5552,7-150-56355_56579_56755---,00.html

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(ii) upon request, require such Contractor Personnel to execute written agreements 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

(iii) upon request, perform background checks on all Contractor Personnel that will have access to State systems or facilities prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks on Contractor Personnel.

(c) Contractor and all Contractor Personnel will comply with all rules, regulations, and policies of the State that are communicated to Contractor in writing, regarding 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 for good cause (good cause shall include, without limitation, Infor Personnel (including contractors) poor performance, failure to comply with Licensee’s security requirements or other rules and regulations applicable to the conduct of the State employees and contractors). 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.

6.3 Contractor’s Project Manager. Unless otherwise specified in the applicable Statement of Work, throughout the Term of this Contract, as applicable and solely with respect to Services hereunder, Contractor must maintain a Contractor employee acceptable to the State to serve as Contractor’s Project Manager, who will be considered Key Personnel of Contractor. Contractor’s Project Manager will be identified in the Statement of Work as applicable.

(a) If applicable, 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.

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(c) Contractor will maintain the same Project Manager throughout the Term of this Contract, 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; or

(iv) Contractor provides at least thirty (30) days’ advance written notice to the State.

(d) Contractor will promptly replace its Project Manager on the occurrence of any event set forth in Section 6.3(c). Such replacement will be subject to the State's prior written approval.

6.4 Contractor’s Key Personnel.

(a) To the extent the Statement of Work identifies Key Personnel, the State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any such 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) Contractor will not remove any Key Personnel from their assigned roles on this Contract without providing at least thirty (30) days’ advance written notice to the State. The Contractor may remove a Key Personnel without providing such advance written notice to the State 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.

6.5 Subcontractors. Contractor will not, without the prior written approval of the State, which consent may not be unreasonably withheld, engage any Third Party to perform substantive Services. 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 Deliverables, shall be deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees;

(b) be responsible for all fees and expenses payable to, by or on behalf of each Permitted Subcontractor in connection with this Contract, including, if applicable, withholding of income taxes, and the

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payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits; and

(c) notify the State of the location (city and state) of the Permitted Subcontractor and indicate if it is located within the continental United States.

7. State Obligations.

7.1 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.

8. Testing; Acceptance. Testing and Acceptance of any Configurations to the Software, and any related Services will be set forth in the applicable Statement of Work.

9. Training. Contractor shall provide training on all uses of the Software permitted hereunder in accordance with the times, rates, locations and other terms set forth in the Statement of Work. Upon the State's request, Contractor shall timely provide training for additional Authorized Users or other additional 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 the parties may mutually agree.

10. Maintenance Releases; New Versions

10.1 Maintenance Releases. Provided that the State is current on its Support Services Fees, during the Term, Contractor shall provide the State, at no additional charge, with all Maintenance Releases, each of which will constitute Software and be subject to the terms and conditions of this Contract.

10.2 New Versions. Provided that the State is current on its Support Services Fees, during the Term, Contractor shall provide the State, at no additional charge, with all New Versions, each of which will constitute Software and be subject to the terms and conditions of this Contract.

10.3 Installation. The State has no obligation to install or use any Maintenance Release or New Version. If the State wishes to install any Maintenance Release or New Version, the State shall have the right to have such Maintenance Release or New Version installed, in the State's discretion, by Contractor or other authorized party as set forth in the Statement of Work. Contractor shall provide the State, at no additional charge, Documentation for installation of the Maintenance Release or New Version. The State’s decision not to install or implement a Maintenance Release or New Version of the Software will not affect its right to receive Support Services throughout the Term of this Contract.

11. Support Services

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11.1 Support Services. Contractor shall provide the State with the Support Services described in the Maintenance and Support Schedule. Such Support Services shall be provided for so long as the State elects to receive Support Services for the Software, in consideration of the State's payment of Support Services Fees in accordance with Section 13.

11.2 Third Party Products. With respect to Third Party Products, Contractor’s provision of Support Services will be limited to providing the State with the support that the Third-Party Licensor provides to Contractor for such Third-Party Products.

11.3 Restrictions. Contractor shall have no obligation to provide Support Services if the State fails to pay the applicable fees or is otherwise in breach of this Contract. Contractor shall have no obligation to provide Support Services for any Software on any hardware or systems software configuration other than the Equipment, or if the Software has been modified other than in accordance with this Contract. In addition, the State agrees to provide Contractor with access to such facilities and equipment as are reasonably necessary for Contractor to perform its obligations hereunder, including remote access to the Equipment. Support Services provided hereunder does not include related services, if any, required by the State, including, without limitation, installation or implementation of the Software.

12. Source Code Escrow. The parties may enter into a separate intellectual property escrow agreement. Such escrow agreement will govern all aspects of Source Code escrow and release.

13. Fees

13.1 License Fee. In consideration of, and as payment in full for, the rights and license to use the Software and Documentation as provided in this Contract and the License Agreement, the State shall pay to Contractor the license fees (the “License Fee”) set forth on the Order Form, subject to and in accordance with the terms and conditions of this Contract and the License Agreement.

13.2 Services Fees. In consideration of, and as payment in full for, Contractor’s provision of the Services as provided in this Contract and the Statement of Work, the State shall pay to Contractor the Services fees (the “Services Fees”) set forth on the Statement of Work, subject to and in accordance with the terms and conditions of this Contract, including the applicable timetable and other provisions of the Statement of Work and this Section 13.

13.3 Support Services Fees. In consideration of Contractor providing the Support Services as required under the Maintenance and Support Schedule, the State shall pay to Contractor the Support Services fees (the “Support Service Fees”) set forth in the Order Form, subject to and in accordance with the terms and conditions of this Contract, including the applicable provisions of the Maintenance and Support Schedule and this Section 13.

13.4 Firm Pricing/Fee Changes. All Pricing relating to License Fees and Support Services Fees set forth in this Contract is firm and will not be increased during the Term, except as otherwise expressly provided in the Pricing Schedule.

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13.5 Administrative Fee And Reporting.

(a) The Contractor must remit an administrative fee of 1% on all payments remitted to Contractor under the Contract including transactions with the State (including its departments, divisions, agencies, offices, and commissions). Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales.

(b) Itemized purchasing activity reports must be mailed to DTMB-Procurement and the administrative fee payments shall be made by check payable to the State of Michigan and mailed to:

The Department of Technology, Management and Budget Cashiering P.O. Box 30681 Lansing, MI 48909

(c) The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each quarter.

14. Invoices and Payment.

14.1 Invoices. Contractor will invoice the State for Fees in accordance with the requirements set forth in the Order Form or Statement of Work, as applicable, 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 electronic format to [email protected] or such other location as the State may designate from time to time. Each separate invoice must:

(a) clearly identify the Contract (including the applicable Order Form or Statement of Work) to which it relates, in such manner as is required by the State;

(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.

14.2 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


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with the State at http://www.michigan.gov/budget/0,4538,7-157-79033---,00.html to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

14.3 Taxes. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services or Software purchased under this Contract are for the State’s exclusive use. Notwithstanding the foregoing, all Fees are inclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract. The State is responsible for paying all taxes for which it has not provided Contractor a tax-exempt certificate.

14.4 Payment Disputes. The State may withhold from payment any and all payments and amounts the State disputes in good faith, pending resolution of such dispute, provided that the State:

(a) timely renders all payments and amounts that are not in dispute;

(b) notifies Contractor of the dispute prior to the due date for payment, specifying in such notice:

(i) the amount in dispute; and

(ii) the reason for the dispute set out in sufficient detail to facilitate investigation by Contractor and resolution by the parties;

(c) works with Contractor in good faith to resolve the dispute promptly; and

(d) promptly pays any amount determined to be payable by resolution of the dispute.

Contractor shall not withhold any Services or fail to perform any obligation hereunder by reason of the State's good faith withholding of any payment or amount in accordance with this Section 14.4 or any dispute arising therefrom.

15. Intellectual Property Rights

15.1 Ownership Rights in Software

(a) Subject to the rights and licenses granted by Contractor in this Contract and the License Agreement, and the provisions of Section 15.1(b):

(i) Contractor reserves and retains its entire right, title and interest in and to all Intellectual Property Rights arising out of or relating to the Software; and

(ii) none of the State or Authorized Users acquire any ownership of Intellectual Property Rights in or to the Software or Documentation as a result of this Contract.

http://www.michigan.gov/budget/0,4538,7-157-79033---,00.html

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(b) as between the State, on the one hand, and Contractor, on the other hand, the State has, reserves and retains, sole and exclusive ownership of all right, title and interest in and to User Data, including all Intellectual Property Rights relating thereto.

15.2 Rights in Open-Source Components. Ownership of all Intellectual Property Rights in Open-Source Components shall remain with the respective owners thereof, subject to the State's rights under the applicable Open-Source Licenses.

15.3 Services and Deliverables. Contractor owns and will own all right, title and interest to the Services and Deliverables and any inventions, ideas, discoveries, developments, improvements, innovations, works of authorship, trademarks, and know-how, whether or not patentable; copyrightable works; trade secrets, computer software, including source code and object code; compositions of matter; procedures; and experimental results conceived, discovered, authored, invented, developed or reduced to practice in the performance of the Services or Deliverables (collectively, “Work Product”), and the State will execute and deliver to Contractor any documents reasonably necessary to vest in Contractor all right, title and interest therein. Subject to the terms and conditions of this Contract, Contractor grants the State a perpetual, non-exclusive, non-transferable license (without the right to sublease or sublicense) to use and copy for use the Work Product for the State’s own internal computing operations.

16. State Data.

16.1 Ownership. The State’s data (“State Data”), which will be treated by Contractor as Confidential Information, includes: (a) User Data; and (b) any other data collected, used, processed, stored, or generated by the State in connection with the Services, including but not limited to (i) 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 (ii) 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 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 survives termination or expiration of this Contract.

16.2 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

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the State’s prior written consent. Notwithstanding the foregoing, this Section is not intended to prevent (i) Infor from using residual knowledge, subject to any Intellectual Property Rights of Licensee, or (ii) with the State’s prior written consent, Infor from using aggregated data regarding the use of the Services to provide reports or analytics to Licensee or to improve the performance of Infor’s products, provided such data does not contain any PII regarding Licensee, its employees, customers or Authorized Users or any identifiable State Confidential Information. This Section survives termination or expiration of this Contract.

17. 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 17 survives termination or expiration of this Contract.

17.1 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) in the possession of the State and 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.

17.2 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 or 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.

17.3 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

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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.

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

17.5 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) Business 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) Business Days from the date of termination to the other party.

18. ADA Compliance. Contractor’s EAM Software is required to be compliant with the Americans with Disabilities Act of 1990 (ADA). The Contractor’s Solution will 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.

19. Termination, Expiration, Transition. Either party may terminate this Contract, an Order Form, the Support Services, or any Statement of Work in accordance with the following:

19.1 Termination for Cause. In addition to any right of termination set forth elsewhere in this Contract:

(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 State Systems, State Data, or the State’s facilities or personnel; (ii) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; or (iii) breaches any of its material duties or obligations under this Contract (except that where Contractor breaches any provision of this Contract or any Statement of Work or Order Form as applicable only to the Services, Software, or Support Services, as the case may be, the State’s right of termination shall be limited to the right to terminate only the applicable Statement of Work or Order Form relating to such Services, Software, or Support Services). The State must give Contractor written notice of its intent to terminate for cause, and if capable of being cured, must give Contractor at least thirty (30) days to cure such breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material. Termination of the Support Services will be

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without prejudice to the terminating party’s other rights and remedies hereunder. Termination of the Support Services shall also terminate all Order Forms hereunder but only insofar as such Order Forms relate to Support. For the avoidance of doubt, termination of the Support Services shall not terminate licenses granted pursuant to this Contract unless such licenses are terminated pursuant to the terms of this Contract.

(b) Contractor may terminate this Contract, a Statement of Work, or Order Form (as applicable) for cause, in whole or in part, if the State as determined by Contractor: (i) materially breaches any obligation in this Contract, Statement of Work, or an Order Form (including, without limitation, any obligation to pay license and Support Services fees), and fails to remedy such breach (if such breach can be remedied) within thirty (30) days of receipt of written notice of such breach; or (ii) misappropriates the Software.

(c) If the State terminates this Contract under this Section 19.1, the State will issue a termination notice specifying whether Contractor must: (a) cease performance after the period to cure has expired, 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 19.2.

(d) The State will only pay for amounts due to Contractor for Services accepted by the State on or before the date of termination. Contractor must promptly reimburse to the State any Fees prepaid by the State prorated to the date of such termination, including any prepaid Support Services Fees. Further, Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, court costs and transition costs. Notwithstanding the foregoing, Contractor’s liability for costs associated with termination shall not exceed $100,000.00.

19.2 Termination for Convenience. The State may terminate this Contract in whole or in part, without penalty and for any reason, including but not limited to, appropriation or budget shortfalls, upon thirty (30) days’ advance written notice to Contractor. The termination notice will specify whether Contractor must: (a) cease performance immediately upon expiration of the notice period, or (b) continue to perform for a specified period of time beyond expiration of the notice period. The State shall pay to Contractor any undisputed fees for Services actually rendered, up to and including the date of the Termination for Convenience. The State shall also return any undisputed sums held back as retainage from the fees previously paid to Contractor within 30 days of the Termination for Convenience. The State will not pay for any Services, Contractor’s lost profits, or any additional compensation during a stop work period

19.3 Survival. This Section 19 survives termination or expiration of this Contract.

20. 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. 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 (which may require the execution of a Change Notice), or (b) terminate the

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applicable Statement of Work. The State shall pay to Contractor any undisputed fees for Services actually rendered, up to and including the date of the applicable Stop Work Order. The State shall also return any undisputed sums held back as retainage from the fees previously paid to Contractor within 30 days of the Stop Work Order. The State will not pay for any Services, Contractor’s lost profits, or any additional compensation during a stop work period.

21. Contractor Representations and Warranties.

21.1 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.

21.2 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 entity 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, 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.

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21.3 Software Representations and Warranties. Contractor further represents and warrants to the State that:

(a) it is the legal and beneficial owner of the entire right, title and interest in and to the Software, including all Intellectual Property Rights relating thereto; the exclusive remedy for breach of this warranty is Contractor’s obligation to provide and indemnity as specified in Section 22.

(b) it has, and throughout the license term, will retain the unconditional and irrevocable right, power and authority to grant and perform the license hereunder;

(c) the Software, and the State's use thereof, is and throughout the license term will be free and clear of all encumbrances, liens and security interests of any kind;

(d) neither its grant of the license, nor its performance under this Contract does or to its knowledge will at any time:

(i) conflict with or violate any applicable Law;

(ii) require the consent, approval or authorization of any governmental or regulatory authority or other third party; or

(iii) require the provision of any payment or other consideration to any third party;

(e) when used by the State or any Authorized User in accordance with this Contract and the Documentation, the Software or Documentation as delivered or installed by Contractor does not or will not:

(i) infringe, misappropriate or otherwise violate any Intellectual Property Right or other right of any third party; or

(f) it has used commercially reasonable best efforts utilizing generally accepted industry tools and practices to provide Software that does not contain any:

(i) Harmful Code; or

(ii) Open-Source Components or operate in such a way that it is developed or compiled with or linked to any Open-Source Components, other than Approved Open-Source Components specifically described in the Statement of Work.

(g) all Documentation is and will be complete and accurate in all material respects when provided to the State such that at no time during the license term will the Software have any material undocumented feature; and

21.4 Performance Warranty and Limited Remedy.

(a) Contractor warrants that during the Warranty Period:

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(i) when used in the Equipment (or any successor thereto) in accordance with the Documentation, all Software as provided by Contractor, will be fully operable, and function in all material respects, in conformity with the Documentation; and

(ii) no Maintenance Release or New Version, when properly installed in accordance with this Contract, will have a material adverse effect on the functionality or operability of the Software.

(b) If the Contractor breaches any of the warranties set forth in this Section 21.4, Contractor will, upon written notice from the State and at Contractor’s sole cost and expense, remedy such breach in accordance with the Maintenance and Support Schedule, including the time periods set forth in such schedule. In the event Contractor fails to remedy such breach on a timely basis, subject to the limitations set forth in Section 23 of this Contract, the State may pursue its remedies at law to recover direct damages resulting from the breach of the applicable warranty. The remedies in this Section are exclusive and in lieu of all other remedies, and represent Contractor’s sole obligations, for a breach of the warranties in this Section. The State must provide notice to Contractor of any warranty claim within the Warranty Period. Nothing in this Section 21.4 limits the State’s right to indemnification under Section 22.

21.5 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS CONTRACT, CONTRACTOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS CONTRACT.

21.6 THE PROVISIONS OF SECTIONS 23.3 AND 23.4 ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THE PARTIES INTEND FOR THEM TO APPLY TO THE FULLEST EXTENT POSSIBLE. ACCORDINGLY, EACH PARTY AGREES THAT UCC 2-719(2) SHALL NOT APPLY TO THIS AGREEMENT.

22. 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 third party: actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any 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 occurring wholly or in part due to negligence by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

22.1 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, all solely 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. If Contractor does not agree with the State’s

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position regarding settlement or control of the defense, Contractor no longer has any indemnification obligation. Any litigation activity on behalf of the State or any of its subdivisions, under this Section, 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.

22.2 Infringement Remedies.

(a) The remedies set forth in this Section 22.2 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. Notwithstanding anything to the contrary herein, to the extent that a third-party claim of copyright infringement concerns a Third Party Product that is subject to a more limited indemnification protection under a Third Party Agreement than specified herein, Contractor’s obligations hereunder will be further limited accordingly.

(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, 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 the portion of the license fee paid to the Contractor for the Software giving rise to the infringement claim, less a charge for use by the State based on straight line depreciation assuming a useful life of five (5) years, provided that the State has returned or destroyed and discontinued its use of such Software; and

(d) the State may terminate this Contract for cause under Section 19.1

(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;

(ii) modification of the Software proposed by the State; or

(iii) the use or combination of the Software with any computer, computer platform, operating system and/or data base management system other than the Equipment.

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

23. Damages Disclaimers and Limitations.

23.1 Disclaimer of Damages. NEITHER PARTY WILL BE LIABLE, 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.

23.2 The State’s Limitation of Liability. IN NO EVENT WILL THE STATE’S AGGREGATE LIABILITY TO CONTRACTOR 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 MAXIMUM AMOUNT OF FEES PAYABLE UNDER THIS CONTRACT.

23.3 Contractor’s Limitation of Liability with Respect to the Support Services. IN NO EVENT WILL CONTRACTOR’S AGGREGATE LIABILITY TO THE STATE UNDER THIS CONTRACT IN CONNECTION WITH SUPPORT SERVICES, 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 MAXIMUM AMOUNT OF FEES PAID TO CONTRACTOR FOR SUPPORT SERVICES FOR THE TWELVE-MONTH CONTRACT PERIOD IN WHICH SUCH LIABILITY FIRST AROSE.

23.4 Contractor’s Limitation of Liability with Respect to the Services. EXCEPT WITH RESPECT TO CONTRACTOR’S OBLIGATIONS UNDER SECTION 22 OF THIS CONTRACT, IN NO EVENT WILL CONTRACTOR’S AGGREGATE LIABILITY TO THE STATE UNDER THIS CONTRACT IN CONNECTION WITH SERVICES, 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 FEES PAID TO CONTRACTOR UNDER THE APPLICABLE STATEMENT OF WORK.

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

24.1 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 four (4) years after the latter of termination, expiration, or final payment under this Contract or any extension (“Financial Audit Period”). If an audit, 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.

24.2 Right of Inspection. Within ten (10) calendar days of providing notice, the State and its authorized representatives or designees have the right to examine, copy, and audit all records related to this Contract. Contractor must cooperate and provide reasonable assistance within regular business hours. If financial

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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.

24.3 Application. This Section 24 applies to Contractor, any Affiliate, and any Permitted Subcontractor that performs Services in connection with this Contract.

25. Insurance

25.1 Required Coverage.

(a) Insurance Requirements. 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 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 a 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 their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement

Umbrella or Excess Liability Insurance

Minimal Limits: $5,000,000 General Aggregate

Coverage must follow form.

Automobile Liability Insurance

Minimal Limits: $1,000,000 Per Occurrence

Workers' Compensation Insurance

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

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

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Employers Liability Insurance

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

Professional Liability (Errors and Omissions) Insurance

Minimal Limits: $3,000,000 Each Occurrence $3,000,000 Annual Aggregate Deductible Maximum: $50,000 Per Loss

Policy includes Cyber liability

(b) 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.

(c) If any of the required policies provide claim-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 not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

(d) Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or purchase order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section; (c) notify the Contract Administrator within 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.

25.2 Non-waiver. This Section 0 is not intended to and is not be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

26. Dispute Resolution.

26.1 Unless otherwise specified in the Statement of Work, the parties will endeavor to resolve any Contract dispute in accordance with Section 26 (the “Dispute Resolution Procedure”). The initiating party will reduce its description of the dispute to writing (including all supporting documentation) and deliver it to the responding party’s designated representative. The responding party’s designative representative must

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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 State’s Contract Administrator or a Vice President of Contractor as applicable.

26.2 Litigation to resolve the dispute will not be instituted until after the dispute has been elevated to the State’s Contract Administrator or an Officer of Contractor, and either 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 26 does not limit the State’s right to terminate this Contract.

27. General Provisions

27.1 Force Majeure.

(a) Force Majeure Events. Subject to Subsection (b) below, neither party will be liable or responsible to the other party, or be deemed to have defaulted under or breached this Contract, for any failure or delay in fulfilling or performing any term hereof, when and to the extent such failure or delay is caused by: acts of God, flood, fire or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Contract, national or regional emergency, or 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: (a) such event is outside the reasonable control of the affected party; (b) the affected party gives prompt written notice to the other party, stating the period of time the occurrence is expected to continue; (c) the affected party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

(b) State Performance; Termination. In the event of a Force Majeure Event affecting Contractor’s performance under this Contract, the State may suspend its performance hereunder until such time as Contractor resumes performance. The State may terminate this Contract by written notice to Contractor if a Force Majeure Event affecting Contractor’s performance hereunder continues substantially uninterrupted for a period of thirty (30) Business Days or more. Unless the State terminates this Contract pursuant to the preceding sentence, any date specifically designated for Contractor’s performance under this Contract will automatically be extended for a period up to the duration of the Force Majeure Event.

27.2 Further Assurances. Each party will, upon the reasonable request of the other party, execute such documents and perform such acts as may be necessary to give full effect to the terms of this Contract.

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27.3 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 has authority to contract for or bind the other party in any manner whatsoever.

27.4 Media Releases. Contractor shall be permitted to reference this Contract in one or more press releases; otherwise, no public statements concerning the existence or terms of this Contract will be made or released to any medium except with the prior approval of both parties or as required by law.

27.5 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.

If to Contractor: 40 General Warren Blvd

Suite # 110 Malvern, PA 19355 FAX: 678-319-8949 Email: [email protected] Attention: Gregory Giangiordano, General Counsel

If to State: Jarrod Barron PO Box 30026 Lansing, MI 48909-7526 Email: [email protected] Attention: Jarrod Barron, Contract Administrator

Notices sent in accordance with this Section 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 e-mail (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) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

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

27.7 Assignment. Contractor may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Contract, without the State’s prior written consent, not be unreasonable withheld, provided, however that Contractor may, upon prompt written notice to the State but without the State’s consent, assign all of Contractor’s rights and obligations under this Contract in connection with a merger, reorganization, sale or transfer of substantially all of the capital stock or assets of Contractor or its applicable operating division. The terms and conditions of this Contract are binding on any heirs, successors, transferees, and assigns. If such successor is given a new tax identification number, it is Contractor’s or its successor’s obligation to re-register with the State’s EFT system in order to receive payment. Any purported assignment, delegation, or transfer in violation of this Section 27.7 is void.

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27.8 No Third-party Beneficiaries. This Contract is for the sole benefit of the parties and their respective successors and permitted assigns. Nothing herein, 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.

27.9 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, and for the State by the State’s 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.

27.10 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 provision is invalid, illegal or unenforceable, the parties hereto will 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 contemplated hereby be consummated as originally contemplated to the greatest extent possible.

27.11 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.

27.12 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.

27.13 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.

27.14 Schedules All Schedules that are referenced herein and attached hereto are hereby incorporated by reference. The following Schedules are attached hereto and incorporated herein:

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Schedule A Statement of Work

Schedule B Maintenance and Support Schedule

Schedule C Order Form

Schedule D Pricing

Schedule E Software License Agreement

27.15 Counterparts. This Contract may be executed in counterparts, each of which will be deemed an original, but all of which together are deemed to be one and the same agreement and will become effective and binding upon the parties as of the Effective Date at such time as all the signatories hereto have signed a counterpart of this Contract. A signed copy of this Contract delivered by facsimile, e-mail or other means of electronic transmission (to which a signed copy is attached) is deemed to have the same legal effect as delivery of an original signed copy of this Contract.

27.16 Compliance with Laws. Contractor and its Representatives must comply with all Laws in performing the Services.

27.17 Non-Exclusivity. Nothing contained in this Contract is intended nor is to be construed as creating any requirements contract with Contractor. This Contract does not restrict the State or its agencies from acquiring similar, equal, or like Services or Software from other sources.

27.18 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.

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Schedule A – Statement of Work

1.000 Project Summary Contractor shall implement the Infor EAM application as an integrated facilities and real estate management system. The Software will provide the ability to plan, track, monitor, analyze, and report on facilities operations, information, assets, and investments. Contractor will configure the EAM application to meet the requirements in the Statement of Work Attachment A1 Requirements Matrix. Contractor shall implement the following applications listed in section 1.101 below in accordance with the scope and assumptions in this Statement of Work. The Scope includes implementation to deliver the capabilities per Statement of Work Attachment A1. Phased Delivery Contractor will deliver the Services as defined in the project phases below:

1. Phase One: Needs Analysis (Global Design for DTMB, DNR and MDOT).

2. Phase Two: Implementation (at State’s sole option).

Agency Specific Technical Environment

1. Desktop Workstations: Windows 7 and above as well as future State Standard

2. Browser: IE 11 and future State Standard

3. Windows Server 2012 and above

4. For wireless functionality, the contractor will adhere to the current State of Michigan Standard’s for versioning for Apple IOS9 and above/Android Marshmallow 6.0 and above, for all wireless devices/platforms utilized by the State. For alarm notification from state equipment, using an email as the prompt, the system must have the capability to generate a work request with the specific e-mail content automatically, without human intervention.

Extended Purchasing Any State agency, MiDeal member, or other State or public entity may leverage this contract, obtaining any of the goods or services detailed herein for the pricing detailed herein.

1.100 Work and Deliverables

1.101 DETAILED PROJECT APPROACH State approved, Infor Deployment Methodology (IDM) will be used as the overall governing methodology for all project related work for the Licensee project activities associated with implementing the scope described herein. The State will produce any required SUITE documentation, which Contractor will review, advise and sign off after it is made mutually agreeable. Phase 1 Approach Phase One (P1) of the project is the Global Design of the Infor EAM solution for DTMB, DNR and MDOT. Contractor will conduct Business Review Workshops to confirm the requirements provided by the State in the standard Future State processes with the Infor software. The State will provide Future State Process diagrams as an input to this process. Contractor will review the diagrams and map them to EAM software. The Business Review Workshops will also document identified exceptions to the Global Design for MDOT and DNR. As a result of Phase One, Contractor will validate the proposed Phase 2 Plan and project schedule, generate a Risk Log for the project, document the results of the Needs Analysis and Requirements Gathering, document the high-level design, develop the initial Prototype and generate a Phase Two Statement of Work. Prototype is the set of deliverables as defined within the Statement of Work.

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1. Contractor will utilize process diagrams and relevant documentation where required, provided by the State as

the requirements for the “to be processes”. Contractor will then map the “to be process” to the functionality within the Infor EAM software.

2. Conduct Conference Room Pilot. The Conference Room Pilot (CRP) will provide users with insight into how the EAM application functions, and allows those users to confirm that requirements will be satisfied by the EAM application. It will also provide the project team with a formal check-point that the progressive configuration of the new system is on track, and will help highlight any significant issues that need corrective action. The CRP will use the State installed environment to communicate Infor’s understanding of the requirements to the FREM project team, and the teams will follow scenarios and day-in-the-life examples. It will take place onsite, and will utilize Infor resources, the State Core Team, and State SMEs as applicable. The CRP will last roughly one week. Any variance between the business requirements and the capability or features of the application system that are necessary to meet that requirement (gaps) and remediation options, will be documented by Contractor. Both parties will mutually agree on a final remediation plan after gap analysis.

3. The Global Design for Phase One will include DTMB, DNR, and MDOT. Exceptions for MDOT and DNR will be identified.

4. Contractor estimates Phase 1 being a 12-13-week duration.

5. Phase 1 Outputs will include: a. Validation of the proposed Phase two project plan and schedule b. Risk log and mitigation plan c. Needs Analysis d. Phase 2 Statement of Work e. High Level Design Document f. Initial Prototype g. Functional Design

Phase 2 Approach Phase Two (P2) of the project is the implementation of Infor EAM for the State in accordance with the Global Design created in P1. Contractor will implement the following Component Systems for the State during Phase 2:

Part # (if applicable)

Component Systems

COG-DS7I-REPAU Infor EAM Enterprise Edition Advanced Reporting Author COG-DS7I-REPCS Infor EAM Enterprise Edition Advanced Reporting Consumer EEN-DS7I-ALM Infor EAM Alert Management EEN-DS7I-BAR Infor EAM Enterprise Edition Barcoding EEN-DS7I-GISMD Infor EAM Enterprise Edition GIS Module EEN-DS7I-LGMN Infor EAM Enterprise Edition Language Manager EEN-DS7I-MOB Infor EAM Enterprise Edition Mobile EEN-DS7I-OCADM Infor EAM OpenCAD EEN-DS7I-REQ Infor EAM Enterprise Edition Requestor EEN-DS7I-RRQST Infor EAM Rapid Request EEN-DS7I-SQL Infor EAM Enterprise Edition – Modules contained herein align

with the technical requirements of the Statement of Work Attachment A1 - Requirements SQL

EEN-DS7I-SUST Infor EAM Asset Sustainability EEN-DS7I-SUST-DV Infor EAM Asset Sustainability Device EEN-DS7I-WEBCL Infor EAM Enterprise Edition Web Services Connector License EEN-DS7I-WEBTK Infor EAM Enterprise Edition Web Services Toolkit

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Contractor will provide test scripts and results report. The Contractor will develop 100 User Acceptance Test (UAT) scripts. The State will develop all remaining UAT scripts and conduct the user acceptance testing. Contractor will provide support during the testing activities. Contractor will provide a “train the trainer” workshop and materials for up to 60 State-identified personnel. Contractor will conduct 10 all day workshops to train State trainers on the State’s configured EAM application. Contractor will develop a "Train-the-Trainer" and "System Administration" training agenda with input from the State Project Manager so that training will include appropriate topics to provide State resources with sufficient knowledge of the system to teach other users. Contractor will utilize existing project documentation (to-be process maps, design documentation, and product manuals) as training materials and documentation for the train-the-trainer training. The State’s trainers will be responsible for all end user training and the generation of any end-user training material. The following data sources are in scope for Contractor conversion:

a. DTMB i. AutoCAD Drawings ii. X3/eMaint iii. Archibus iv. 2 Access Databases v. PIMS

b. DNR i. 5 Access databases ii. 2 .NET databases

c. MDOT i. Access databases ii. Bentley iii. X3/eMaint

The project scope will include enabling delivered integrations for ESRI/GIS and Barcodes. No other interfaces are in scope for the project.

Contractor will provide up to 80 hours of support for report development activities.

Contractor will provide 2 weeks of Go-Live support for each agency the State opts to deploy. Optional Phase Two Services: DNR and MDOT Deployment Once the Go-live for DTMB is complete, the State will have the option whether to deploy Infor EAM to DNR and MDOT. If the State opts to deploy Infor EAM to DNR, MDOT or both, the State shall have the option to choose either State-led or Infor-led deployments for either agency. Whichever party the State opts to lead these deployments shall be responsible for Data Migration, Testing, Training and Go-Live Support associated with each subsequent agency’s deployment. In the event the State opts to lead either subsequent agency’s deployment, Contractor consultants will support the State process owners and key users with resolution of process questions and provide application advice and guidance for each such State-led deployment.

Project Governance Project governance is a key element of effective project management. The following governance processes and assumptions shall apply for this Project:

1. Project Sponsorship and Executive Involvement: The State will assign a single Sponsor and will designate a Steering Committee. The role of the Executive Sponsor and Steering Committee will be to lead setting the goals and scope of the Project, and over-arching Project leadership and decision-making, including: a. Assume ultimate responsibility for the State Project Team’s success. b. Communicate Project directives and objectives. c. Provide timely and effective resolution to issues escalated by the Project team.

d. Designate and assure commitment of resources throughout the Project to ensure Project success.

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e. Determine Project priorities and approve all changes to Project scope.

f. Provide final review and approval of Project deliverables and milestones.

g. Monitor Project quality and integrity with respect to business goals.

h. Provide positive leadership and ongoing support to all Project team members.

i. Identify and communicate any issues of concern throughout the course of the Project.

j. Participate in monthly Steering Committee meetings. k. Be available to the Project to resolve issues that the Project management team cannot resolve in a timely

manner. l. Throughout life of the Contract, Steering Committee will be the approver/facilitator for all configuration

changes. 2. Monthly Steering Committee Reports and Meetings: Steering Committee meetings comprised of Contractor

and State Steering Committee Members will occur on a minimum monthly frequency and upon request by Contractor within two (2) weeks of notice to review the status of the Project and provide escalation and decision-making as needed. A Steering Committee Status Report may outline high level Project progress, health, status, risks, issues, and decisions and barriers requiring the attention of the Steering Committee.

3. Project Issue Escalations: From time-to-time, issues that are negatively impacting Project progress will arise that require urgent State attention. The Contractor Project Manager will act as the point of escalation in these circumstances, and will expect the following turnaround times from Licensee’s Project team: a. Urgent questions/requests where Project progress is being negatively impacted but is not halted – 2 State

of Michigan business days. b. Critical questions/requests where Project progress is blocked – 1 business day. Either party may request, as necessary, escalation to senior business or technical/engineering staff, and then to higher management and/or senior management. Upon signing the Contract, each party shall designate escalation points of contact and shall provide contact information to the other party.

4. Project Change Control Process (in Scope Management Plan): Deviations that arise during the proposed

Project will be managed using the Change Control Process outlined in Contract Terms Section 2.2. The graphic below depicts the phased project approach:

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1.102 MILESTONES, ACTIVITIES AND DELIVERABLES The tables below detail the activities and deliverables of each project milestone. The acceptance criteria for each deliverable type are stated in Section 1.103. PHASE ONE

Milestone Activity/ Result Associated Deliverables MS 1: Project Initiation • Approved Phase 1 project schedule in

Microsoft Project • Establish Risk and Issue

Management Log and Mitigation Plan

• Create Communication Plan • Resource Plan – Contractor Staffing,

Michigan Staffing, Workshop Scheduling (Excel file)



• IPM.070 Develop Project Management Plan (written deliverable)

• SCH.040 Develop & Baseline Project Schedule (project schedule)

• OCH.050 Project Kick-Off (written deliverable)

MS 2: Software Installation (EAM, OpenCAD, GIS)

• Installation of EAM 11.x for Global Configuration Business Process Design and Validation Sessions

• Installation of OpenCAD • Initial installation of GIS • Initial installation of Barcoding

• TRS.020 Installation Plan (installation deliverables)

• TAR.100 Prepare Initial Environments (installation deliverables)

• Installation EAM, OpenCAD, GIS, and Barcoding Software (installation

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deliverable) • TAR-105 Environment Review

Report (installation deliverable) MS 3: Global Configuration Business Process Design and Validation

• Review State of Michigan As-Is Processes

• Requirements-Gathering Workshops for Global Configuration Designs

• BRE.050 Review and Validate Business Processes – Draft (written deliverable)

• BRE.100 Prioritized Requirements – Draft (written deliverable)

MS 4: Data Migration • Review of Required Data • Identification of Global

Configuration Data Requirements

• DCO.010 Define Data Conversion Requirements (written deliverable)

• ANA.070 Conduct Data Quality Assessment (written deliverable)

MS 5: Proof of Concept / Conference Room Pilot

• Execution of Conference Room Pilot to include a representative subset of the configuration process design created in MS 3.

• MCO.030 Build Prototype Environment (configuration deliverable)

• MCO.050 Conduct Conference Room Pilot (configuration deliverable)

MS 6: Development of Draft Design Documentation

• Development and Delivery of Draft Phase 2 Implementation Plan to include Training Plan

• Development and Delivery of Draft Phase 2 Project Schedule (Gantt chart)

• Development and Delivery of Draft Phase 2 High-Level Data Conversion Plan


• Delivery of Draft Design Documentation (written deliverable)

• Delivery of Training Plan

MS 7: Delivery of Final Documentation

• Updates to State of Michigan Feedback

• Presentation of Phase 1 Deliverables

• DOC.070 Updates to Draft Documentation, Based on Core Team Feedback (written deliverable)

• Presentation of Final Phase 1 Documentation (written deliverable)

PHASE TWO

Milestone Activity/ Result Associated Deliverables MS 1: Phase 2 Project Initiation

• Approved P2 project schedule in Microsoft Project


• Communication Plan • Resource Plan – Contractor Staffing,

Michigan Staffing, Workshop Scheduling



• Review/Update IPM.070 Develop Project Management Plan (project schedule)

• Review/Update SCH.040 Develop & Baseline Project Schedule (project schedule)

• OCH.050 Kick-Off Meeting (written deliverable)

MS 2: Project Team Training

• Review of EAM with Michigan Core Team

• Develop Training Plan

• TRN.020 Prepare Project Team Training (training deliverable)

• TRN.030 Project Team Training (training

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deliverable) MS 3: Configurations

• Build of Configurations per Global Configuration Design Documents

• Deployment of Configurations in DEV Environment

• MCO.070B Application Setup Information (configuration deliverable)

• DES.020 Create Technical Design Specification (technical deliverable)

• MCO.070 Configure Applications (configuration deliverable)

MS 4: Data Migration • Conversion of Data per Global Configuration Design into EAM 11.x

• DCO.040 Perform Data Mapping (technical deliverable)

• DCO.120 Convert and Verify Data – DEV (configuration deliverable)

MS 5: Unit Test • Unit Test of Global Configurations • Unit Test of Data Conversion • Documentation of Unit Test Results

• Unit Test of Global Configurations (testing deliverable)

• Unit Test of Data Conversion (testing deliverable)

• Submission of Unit Test Scripts and Results Report (testing deliverable)

MS 6: GIS Setup and Implementation

• Setup and Implementation of GIS Functionality

• Implementation of GIS per Design Documentation Specification in Development Environment (configuration deliverable)

MS 7: OpenCAD Setup

• Setup and Implementation of OpenCAD Functionality

• Implementation of OpenCAD per Design Documentation Specification in Development Environment DEV (configuration deliverable)

MS 8: Barcoding Setup

• Setup and Implementation of Barcoding Functionality

• Implementation of Barcoding per Design Documentation Specification in Development Environment (configuration deliverable)

MS 9: Train the Trainer • Initial Input to State Testing Plan • Product Training for State System

and User Acceptance Testing Team • Follow-up Input to State Testing

Plan, based on participant feedback

• TES.130 Prepare Users for Testing (training deliverable)

• Delivery of Training for Identified Trainers (training deliverable)

MS 10: Integrated System Testing

• Develop Scripts for Integrated System Testing


• Integrated System Test Scripts • Defect Log

MS 11: User Acceptance Testing

• Updated IST Scripts for User Acceptance Testing


• User Acceptance Test Scripts (up to 100) • Defect Log

MS 12: System Test Support

• Support During System Testing • Resolution of Issues

• TES.150 Support System Integration Testing (testing deliverable)

MS 13: User Acceptance Test Support

• Support During User Acceptance Testing

• Resolution of Issues

• TES-150 Support User Acceptance Testing (testing deliverable)

MS 14: Knowledge Transfer

• Configuration Training for State of Michigan Super-Users and Core Team

• IT Knowledge Transfer for State of Michigan System Admins

• Overview of Advanced Reports • Knowledge Transfer of Advanced

Reports

• Delivery of Configuration Training to Identified Attendees (training deliverable)

• Delivery of IT Knowledge Transfer to Identified Attendees (training deliverable)

• Delivery of Advanced Reports Knowledge Transfer (training deliverable)

MS 15: End- User Training

• Deployment of TRAIN Global Configuration Environment

• Training Support

• Deployment of TRAIN Environment (installation deliverable)

• Training Support as Defined Per Statement of Work and Training Plan (training deliverable)

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MS 16: Security Setup

• Workshop to Review Security Requirements

• Setup of Security for Global Configuration

• MCO.080 Define Functional Security (configuration deliverable)

• Setup of Security Roles in PROD (configuration deliverable)

MS 17: Deploy to Production

• Final Data Migration • Deploy Global Configuration to

Production Environment • Post-Go-Live Support

• TAR.120 Prepare Production Environment (installation deliverable)

• TRS.060 Verify Production Readiness (written deliverable)

• TRS.070 Go Production for Global Configurations (written deliverable)

Optional MS 18.1: State-Led Roll- Out Support for Agency 2 This Milestone to be performed at State’s sole option.

• Assistance with Data Upload • User Acceptance Testing Assistance • Assistance with Security Setup

(Users) • Training Support • Post-Go-Live Support


Optional MS 19.1: State-Led Roll- Out Support for Agency 3 This Milestone to be performed at State’s sole option.

• Assistance with Data Upload • User Acceptance Testing Assistance • Assistance with Security Setup

(Users) • Training Support • Post-Go-Live Support


MS 20.1: Close and Holdback Release



OPTIONAL ADD-ON PHASE TWO MILESTONES

Milestone Activity/ Result Associated Deliverables Optional Add-On MS 18.2: Infor-Led Roll-Out for Agency 2 This Milestone to be performed at State’s sole option.

• Contractor Led: o Roll-out of Global Configuration

to Agency 2 o Data Upload o User Acceptance Testing

Assistance o Assistance with Security Setup

(Users) o Training Support o Post-Go-Live Support



Optional Add-On MS 19.2: Infor-Led Roll-Out for Agency 3 This Milestone to be performed at State’s sole option.

• Contractor Led: o Roll-out of Global Configuration

to Agency 3 o Data Upload o User Acceptance Testing

Assistance o Assistance with Security Setup

(Users) o Training Support o Post-Go-Live Support



Optional Add-On MS 20.2: Close and Holdback Release Agency 2



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Optional Add-On MS 20.3: Close and Holdback Release Agency 3



1.103 ACCEPTANCE CRITERIA The following acceptance criteria will apply to each deliverable type listed in Section 1.102 above:

Deliverable Type Acceptance Criteria Project Schedule • The project schedule will contain all the activities required to complete the project.

• Reasonable work estimates will be used at the activity level. • Activity dependencies will be established (predecessors/successors).

Written Deliverable • The Deliverable complies with the Contractor format using the State approved, Contractor standard templates.

• The Deliverable is consistent with other Deliverables already approved. • The Deliverable meets the general review criteria (e.g., pages numbered, free of

formatting and spelling errors, clearly written, no incomplete sections, etc.). • Procedures/documentation for the Deliverables comply with the technical/business

system design. • Train-the-Trainer documentation, the Deliverable must accurately reflect the State’s

business processes per the Global Configuration. • The Training Plan will define the strategies, tasks, and methods that will be used to

fulfill the State’s end-user training requirements. The Training Plan will reflect and require input from the State project team and SMEs, and will become the roadmap the project will use to define the curriculum, methods and tools, schedules, logistics, and support activities that will be required to allow the State’s trainers to provide end-users with the product and process knowledge required in the new FREM system. This plan is a working document, and is designed to be revised and updated throughout the project.

Technical Deliverable • Technical designs and all related Deliverables are in compliance with the Functional Design Specification.

• All Development meets the Technical Design Specifications, is complete and is free of material errors.

Training Deliverable • State participant surveys are completed and returned by class/workshop participants. • A follow-up plan based upon participant feedback is created by the State and

Contractor Project Managers and submitted to Contractor and the State’s Steering Committee for approval.

• Any mutually agreed upon follow-up plan has been properly executed. • State approval of the "Train-the-Trainer" training agenda and topics in advance of

training as signified by formal sign-off acceptance. • State approval of the "Train-the-Trainer" training sessions provided as signified by

formal Sign-off acceptance at the conclusion of each session. • Contractor has provided its standard evaluation form for each training session

delivered. • Evaluations must have an aggregate score of at least 75% for each training session.

For sessions that fall below 75%, Contractor must deliver a corrective action plan that will be reviewed and approved by the State.

Installation Deliverable • Completed installation exit document approved by the State.

Testing Deliverable • Tests have been executed per the Test Plan in compliance with the State-approved IDM and processes.

• Test results have been documented for all tested functionality. • Resolution approach documented for all Critical or High priority errors.

Configuration Deliverable • For all Configuration Deliverables, system configuration is complete per the application configuration documentation.

Acceptance Process

51

Upon completion of any deliverable set forth in this Section, Contractor shall provide a copy of the deliverable to the State. The State shall have five (5) business days after Contractor’s submission of the deliverable or completion of the activity (“Acceptance Period”) to give Contractor written notice specifying any deficiencies of such deliverable or activity against the description for such deliverable or activity specified in this Statement of Work in detail. Contractor shall cure any deficiencies within five (5) business days. After completing such cure, Contractor shall resubmit the deliverable or perform the activity for State review as set forth above (with a new 5-day Acceptance Period beginning). Licensee’s acceptance shall be in writing; however, if Licensee fails to provide written notice of any deficiencies (or written acceptance) within an Acceptance Period, as provided above, such deliverable or activity shall be deemed conclusively accepted at the end of the Acceptance Period. The parties may also mutually agree to alternative timeframes. Either party may request, as necessary, escalation to senior business or technical/engineering staff, and then to higher management and/or senior management. Upon signing the Contract, each party shall designate escalation points of contact and shall provide contact information to the other party.

1.200 Optional Supplemental Products and Services Upon mutual agreement of the parties, the Contractor will provide additional products and services to meet legislative mandates or changing business needs or to increase functionality reasonably related to the Services. In the event the parties opt to exercise this provision, Contractor will quote the requested products and/or services and the parties shall execute a Contract Change Notice. Assumptions

• Unless otherwise agreed to herein, Contractor will install the latest available release version, at the time of delivery, of the Licensed Software. This Statement of Work does not include performing any upgrades to the installed Licensed Software.

• Logging incidents with Contractor Support, as well as the application of fixes or patches that are made available by Contractor Support, are the responsibility of the State, and therefore the effort associated with these activities has not been included in Contractor’s estimates and scope of work.

• Unless otherwise noted, a single centralized configuration will be implemented for State, using single common configuration and business processes.

• For the applications installed on State hardware, Contractor will install the Licensed Software in two environments (Production and Non-Production). Contractor assumes that State will provide resources for knowledge transfer who, in turn, could support incremental future installations, where applicable.

• State will provide all required hardware and is responsible for ensuring that hardware procurement is completed consistent with the implementation schedule to prevent delays in the Project.

• State is responsible for the selection, sizing, installation, design and testing and deployment of any procured hardware.

• All operating system software must be installed and configured prior to any installation activities performed by Contractor’s.

• State is responsible for all technical architecture, networks, and hardware. • State will be responsible for deploying any infrastructure for, and executing, any business continuity plans. • Planning, design, installation or testing of disaster recovery environments are not included within the scope

of this Statement of Work. • Issues or problems related to third-party software / operating systems / database / network / hardware will

be the responsibility of State. • Contractor and State will manage the Project jointly, including work planning, activity and resource planning

and budgetary control. All Project Management tasks will be delegated appropriately between the Contractor and State Project Managers during planning.

• State will assign a full-time Project Manager. The State Project Manager will be responsible for ensuring the performance of the State Project team and for coordinating Project activities with the Contractor Project Manager.

• State Project Manager will coordinate all communication with State personnel and provide a central communication channel for the Project with the Contractor Project Manager.

• The State will extract and cleanse legacy data, and transform/map into prescribed formats provided by Contractor.

52

1.300 Roles and Responsibilities

1.301 CONTRACTOR STAFF, ROLES, AND RESPONSIBILITIES A. Key Personnel Contractor commits the following Key Personnel to this project: Contract Administrator

Barry Fisk 767 S. Middleton Ave Palatine, IL 60047 847-224-5204 [email protected]

Project Manager

Gerry Schoonmaker 50 Datastream Plaza Greenville, SC 29605 [email protected] (941) 662 8679

B. On Site Work Requirements

Location of Work: Work will be performed both on and offsite, as required. In general, aspects of installation, design, training, testing, and deployment activities are conducted onsite, while documentation and build activities are conducted offsite. The project managers will mutually agree during the planning of tasks on the onsite requirement to successfully complete that task. Hours of Operation: Normal State working hours are 8:00 a.m. to 5:00 p.m. EST, Monday through Friday. No overtime will be authorized or paid. The State is not obligated to provide State management of assigned work outside of normal State working hours. The State reserves the right to modify the work hours in the best interest of the project. Contractor shall observe the same standard holidays as State employees. The State does not compensate for holiday pay. 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.

1.302 STATE STAFF, ROLES, AND RESPONSIBILITIES The State will provide the following resources for the Contractor’s use on this project when Contractor resources are on site

• Work space • Printer • Access to copiers and fax machine

The State designates the following resources to this project: Contract Administrator

Jarrod Barron [email protected] 517-284-7045

Project Manager

Julie Proux




53

[email protected] 517-241-3472

Business Owner

For DTMB: Logan Mathews [email protected] 517-284-7913 For DNR: Daniel Lord [email protected] 517-290-5603 For MDOT: Zak Moussa [email protected] 517-241-4103




42

Statement of Work Attachment A1 – Requirements For every requirement listed in the table below:

1. An “X” in the Off-The-Shelf Column signifies the proposed solution will fully meet the requirement out-of-the-box without any configuration or customization.

2. An “X” in the Configuration Column signifies the proposed solution will fully meet the requirement through configuration.

3. An “X” in the Customization Column signifies the proposed solution will fully meet the requirement through customization (i.e., source code changes).

4. An “X” in the Unable to Fulfill Column signifies the proposed solution will NOT fully meet the requirement.

Contractor Responses below apply only to the current release (version 11.3) of the Infor EAM Software.


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To Fulfill

1 General Requirements 2 Solution includes space management, space planning, strategic

planning and move management, lease management, real estate management, facilities maintenance management, project/portfolio management and asset management capability.

X OpenCAD Module

3 System is web based with user access through a standard web browser

X 4 Includes chargeback functionality for detailed space accounting

to the space, cost center, division, department or building level

X 5 Supports industry standard area calculations (BOMA, IFMA,

FICM, etc.)

X 6 Individual rooms can be allocated to one or more organizational

entities

X 7 Includes both standard and user defined data for buildings, real

estate, sites and assets

X 8 Building data can be tracked by building, floor or room, and

component (e.g.; HVAC)

X 9

System links data to AutoCAD and Revit drawings X Auto CAD dwg drawings or Revit

saved as dwg.

43


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To Fulfill

10

Link to AutoCAD and Revit is seamless and bi-directional X

AutoCAD drawings are imported into EAM allowing an

interactive graphical interface. CAD drawings can be modified inside EAM through the

OpenCAD module. Revit drawings can be saved as CAD

drawings and imported. Bi-

directional Revit data integration

can be developed through either Web Services Toolkit or

Infor ION integration

middleware.

11 Includes an easy-to-use, industry and State standard report

writer and ad-hoc report writing capabilities

X

Infor EAM Advanced

Reporting Module is built on Cognos.

12 Navigation is primarily graphical, with consistently designed user interface screens and consistent keystroke functionality throughout the application

X

13

Allows an unlimited number of user-definable data fields X

Although titled “custom fields”

these are standard to the software and

require front end configuration to

create.

14 System as delivered contains a significant number of facilities management features and asset reports

X 15 Ad hoc query capability includes the ability to query AutoCAD

drawings for such things as vacant spaces or spaces with certain characteristics or occupancy

X

16 Has easy-to-use reporting tools that support generation of standard reports and the ability to generate ad-hoc queries that sort and filter data in a variety of ways

X

17 Strong query capability with a user-friendly interface X 18 Can be configured to provide a "notes" capability throughout the

application in order to record activities and actions taken which are not accommodated within the data structure itself

X

19 Users can construct and save customized queries X 20 Has the ability to use maps, drawings and photos to drill down to

critical data

X 21

System can be configured with web screens & pages to give them the State’s Web requirements and look & feel, i.e., using the State’s logo, ADA compliant colors and fonts

X

Changing the default colors would require

configuration using EAM Extensibility

Framework.

22 Capacity Need and scalability

44


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To Fulfill

23 The system will support 1.5x the peak number of concurrent users in the current system in order to provide sufficient capacity for growth. Current requirements anticipate up to 400 users.

X

24 System Auditing 25 The system will maintain a traceability log of all changes

made to any system item within the system (e.g., data element, business rule, process control, software program), which will include:

X Audit trail function captures all of the

below items.

26 the ID of the person or process that made the change, X 27 the before images of the affected data records, X 28 the date and time the change was made. X 29 The system offers designated users the ability to query, view,

filter, and sort the system audit trail

X This is supported with User Group

Security.

30 Designated users will have the ability to store created queries in the system.

X Queries screen. 31 Error Handling 32 The system must write all errors to an error log.

X 33 As part of the hosting services the vendor will provide to the

State, upon request, error log information.

X 34 Mobile Device Module – capable of and not limited to the

following:

35

Run all modules on smart phones, mobile computers, or any State supported device that is browser-enabled.

X

Infor EAM presents and functions fully

in Mobile device browsers.

36 The system needs to allow for all system information to be interfaced between modules, for example financial information and project information. This is separated by each agency (DTMB, MDOT and DNR).

X Integration would be needed.

37 Security Requirements 38 Security can be defined by agency, user and function X 39 Security can restrict user access to data views and to specified

reports or queries

X 40 Maintains a unique security profile for each user I.D. and groups

of like users

X 41 May allow Contractors, as well as employees, based on defined

roles and permissions/security configuration and requirements, to be system users without jeopardizing system security

X

42 Technical Requirements 43 System has tools (For example: taking in data from excel

spreadsheets) to interface with other systems, such as CMMS, HR or ERP systems, SIGMA (the state’s financial application)

X

44 Data migration for all identified existing systems

X 45 Integration must include one single point of data entry. Duplicate

data entry into multiple systems will not be necessary or permitted

X

45


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To Fulfill

46 System does not rely on proprietary software for either graphical display or navigation, for database functionality or for report development

X

47 Web interface supports a state standard web browser such as Microsoft Internet Explorer

X 48 Modules are tightly integrated and share a common data

structure and data tables X

49 Exports and imports data to/from spreadsheets, databases and other standard Microsoft products

X 50 Has disaster recovery (DR) capabilities and documented DR plan X 51 Incorporates interface with AutoCAD and Revit from Autodesk

rather than with a proprietary drawing system

X 52 All modules share common tables, use similar start up screens,

use standard interface capabilities throughout and are written in a consistent language and development environment throughout

X

53 Allows multiple users to access the various modules at the same time without noticeable negative impact on the computer network response time or product functionality.

X

54 Provides integrated Intranet/Internet connectivity with similar security and "look and feel" as local access

X 55 Has a menu driven interface with pick lists and help text X 56 Has the ability to handle large volumes of data, to archive data

and to import/export data in all tables

X 57 System has an out-of-the-box fully documented data schema X 58 System has the ability to extend the features of the existing

application (Extensibility)

X 58 System does not rely on any third party software for any purpose X 60 Space and Occupancy Management Requirements 61 Tracks space and occupancy for multiple sites and buildings X 62 Produces predefined space utilization reports on demand X 63 Can track rental and operating costs per SF by space types X 64 Can track space and the space occupant to different

organizational entities

X 65 Tracks attributes for rooms such as wall finishes, floor finishes,

lighting conditions, etc.

X 66 Tracks conference room characteristics such as AV equipment,

room set-up and capacity

X 67 Tracks the assignment of spaces to divisions, departments and

employees

X 68 Ability to classify all spaces by user defined codes for categories

of occupancy and assignment

X 69 Calculates space charge backs to definable occupant groups X 70 Supports the ability to assign different rent rates for different

types of space (for example: labs, data centers, offices, warehouse)

X

71 Supports the ability to assign different rent rates based on the condition of the building and the need for renovation

X 72 Incorporates functional stacking and blocking capability X 73 Ability to store and analyze space utilization data for each facility X

46


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To Fulfill

74 Ability to monitor user-defined space standards by employee type or job function

X 75 System can compare actual space standards to space

allocations

X 76 Both graphical display and text reporting of vacant, underutilized

or over utilized spaces X

77 Supports user defined space uses and space types X 78 Tracks organizational hierarchy by department and division roll-

up

X 79 Bi-directional link to AutoCAD and Revit for area calculations,

space labeling and graphic displays of database queries

X 80 Allows for a distinction between occupancy and ownership of

spaces

X 81 Supports prorating of building common and primary circulation

space

X 82 Ability to generate preliminary restacking plans and to save

various versions of a plan for graphical review

X 83 Tools to allow a user to implement the appropriate measures to

ensure there is consistent documentation and good tracking for handling of space requests

X

84 Tools to allow a user to develop recommendations for the appropriate utilization of space, based on data collected

X 85 Ability to provide "net usage" square footage value by division or

department

X 86 Ability to attach photographs of the property to the property

record

X 87 Has multiple, flexible, detailed data fields for properties and

buildings

X 88 Has the ability to add additional fields as required X 89 Provides space use management capabilities X 90 Can be configured to associate personnel with assigned building

parking spaces

X 91 Ability to configure building space terminology based on existing

state of Michigan standards

X 92 Ability to mass upload data information through an Excel

spreadsheet, Access database, and .txt file automatically

X Excel spreadsheet 93 Lease Space and Real Estate Requirements 94 Includes management of real property assets X 95 Manages building leases as well as maintenance and

management contracts for leased buildings, including contacts and contact information

X

96 Generates electronic tickler reminders for upcoming lease expirations

X Alert Management 97 Can be configured to track leases through the approval process X Case Management 98 Can be configured to track real property through the appraisal &

purchase process

X Case Management 99 Leases can include non-building elements which are leased - e.g.

parking spaces

X 100 Ability to analyze lease costs and run rent stream report totals X Reporting Tool

47


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To Fulfill

101 Ability to relate lease records with individual departments

X 102 Ability to search for lease by geography: 103 State

X 104 County

X 105 City

X 106 Address

X 107 Lease Number

X 108 Lessor

X 109 Department

X 110 Any other user defined field

X 111 Ability to track the following: 112 Execution date

X 113 Possession date

X 114 Start date

X 115 Expiration date

X 116 Option date

X 117 Termination date

X 118 Asset Management Requirements 119 Tracks assets to organizational entities and to individual

employees

X 120 Tracks the location of assets or equipment, both in the software

database and on an AutoCAD or Revit drawing

X 121 Ability to create an asset catalogue that includes digital

photographs, maintenance procedures and other text documents

X 122 Performs asset counts automatically X 123 Can be configured to track assets and equipment warranties with

alerts for warranties due to expire within a user specified time period

X Start Center KPIs/Inboxes

124 Tracks employee ownership of equipment such as laptops, pagers and cell phones, used both off-site and on-site

X 125 Can zoom and print drawings, either 8 ½ x 11 or 11 x 14, to show

asset or equipment locations within rooms

X 126 Tracks asset costs and depreciation X 127 Ability to track assets throughout the purchase, use and

retirement process

X 128 Integrates with bar coding systems using industry standard

formats

X 129 Maintains accurate inventories of assets in a warehouse X 130 Capable of interacting with handheld barcode readers X 131 Ability to track lease occupancy percentage of building X 132 Ease of navigation between records X 133 Ability to associate more than one lease per address X 134 Employee count by Department and location Ability to define

what is a critical date

X 135 Ability to calculate lease timing in years, months and days X 136 Logging of the user, time and date of any and all new input and

changes

X

48


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To Fulfill

137 Ability to integrate with standard mapping programs, such as OpenStreets or Bing, etc.

X Out-of-the-box bi-directional

integration to ESRI.

138 Ability to display all active leases and/or assigned projects on aforementioned standard mapping program, may require additional configuration

X

139 Ability to display multiple locations being considered for selection X Move Management Requirements

140 Move Requests can be saved to the database without updating the current employee record

X 141 Can handle large planned moves, as well as simple one at a time

moves

X 142 Ability to construct and compare multiple move schemes, to find

and reserve space for pending moves, and to estimate move costs

X

143 Ability to set up multiple pending move design schemes and to electronically compare them based on varying user-defined criteria

X

144 Can generate and track move work orders, Additional configuration may be required

X 145 System can track multiple moves on a single move work order X 146 Can create and modify move commitment dates and schedule

required resources

X 147 Move work orders can be sent to various departments with their

specific responsibilities itemized on the work order

X 148 Supports the creation of a web-enabled move work orders that

provide all required information for move planning

X 149 Move work orders have built-in intelligence about the user based

on user ID and supports customer-entered data through pull-down lists or other point and click formats where possible

X

150 Move work orders incorporate automatic routing to the appropriate Move Coordinator based on the location of the requestor

X

151 Move work orders can incorporate a requirement for Supervisor approval prior to the Request being routed to Planning

X 152 Supports entry of contents of work spaces that are to be moved

with the employee

X 153 Can store and report on move history, move costs and move

trends over user-defined time periods

X 154 Can generate move schedules and tasks X 155 Tracks all associated move costs X 156 Tracks the standard costs of various types of moves X 157 Shows move details on AutoCAD floor plans X 158 All involved support departments can be notified about pending

move plans

X 159 Move work order process can include punch list items to be

completed before close-out

X 160 Creates customer survey to automatically solicit employee rating

of move experience

X With optional survey application

49


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To Fulfill

161 Ability to crosshatch floor plans in scenario planning by future department locations

X 162 Can display future occupants’ names on floor plans X

AutoCAD Drawing Interface Requirements 163 Bi-directional interface between AutoCAD and the system

database X

164 Does not use a proprietary drawing system to display graphic information

X 165 Native AutoCAD drawings can be viewed over the web in read-

only format

X 166 New AutoCAD layers can be created and viewed X 167 Incorporates space standards and monitors occupancy against

those standards

X 168 Can incorporate scanned AutoCAD drawings for reference

purposes

X 169 Graphically displays spaces by occupancy status, i.e., vacant,

occupied, over capacity, under capacity, etc.

X 170 Graphically displays spaces that are shared by one or more

organizational entities and includes a user determined percentage of the space in space reports

X

171 Displays space query results in color-coded or hatched formats X 172 Can create, name and save graphical queries for future use, only

users with administrator rights

X 173 Can run automatic graphical queries across several or all floor

plans

X 174 Calculates exact space footage from accurate scaled AutoCAD

drawings and changes the square footage calculation instantly if the drawing is altered

X

175

Can produce a report of spaces that are on the drawings but missing from the database

X

AutoCad rendering can display an indicator where

WorkSpace Code equals code in

Database. Those without “matched” indicator are not in the database. This

can be printed.

176 PDF’s of floor plans can be added to the system X 177 Links space boundaries (polylines) on drawings to space records

in the database

X 178 Recommended polylining process accounts for all space in the

square footage calculations

X 179 Ability to generate usable and rentable square footage reports

per BOMA (Building Owners and Managers Association) standards after the polylining process.

X

180 Displays the location of people and assets on drawings based on locations recorded in the database

X 181 Can integrate furniture vendor layout drawings into the system as

a separate AutoCAD layer

X

50


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To Fulfill

182 Produces automatic legends on floor plans for color-coded department occupancy

X 183

Can zoom and print scaled drawings in a variety of sizes including 8 ½ x 11 or 11 x 14 to show asset or equipment locations within rooms

X

OpenCAD allows the printing of

drawings through printer devices that are currently used

by the client PC when the OC plugin has been installed.

184 Drawings act as graphic reports, displaying text from the database on the drawing

X Transaction and Project Management Requirements

185 Ability to integrate facilities maintenance transactions to existing projects. For instance, when a maintenance Work Request is submitted, the system allows to browse all planned, in-flight, and closed projects in that facility.

X

186 Ability to provide a form for electronic work requests X 187 Ability for management to assign, manage and/or reject work

requests from customers electronically within the application

X 188 Ability to view active project workload by; 189 Requestor

X 190 Department

X 191 Employee Classification

X 192 Geographic Location

X 193 Ability to measure Project Managers performance based on; 194 Task Duration X 195 Project Type X 196 Project Duration X 197 Ability to view project portfolio data across the State of Michigan

Departments, Agencies and Counties.

X 198 Ability to review and access both active and completed projects. X 199 Ability to extract archive information for both leases and closed

projects

X 200 Ability to initiate project requests by customers X 201 Ability to create and modify workflows X 202 Ability to set user roles and access based on system admin

authorization

X 203 Ability for manager to move and reassign tasks as needed X 204 Ability to store attachments X 205 Ability to provide side by side comparisons of bidder

submissions, deals and other scenarios

X 206 Ability to add comments and notes on projects X 207 Ability to link projects to the following: X 208 Lease records

X 209 Buildings

X 210 Departments

X 211 Regions

X 212 Provide streamlined project workflows X 213 Ability to set, monitor and approval points for key tasks X

51


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To Fulfill

214 Ability to provide automatic reminders and emails on critical dates and workflow activities

X 215 Notification when critical date has been changed

X 216 Notification when a work order status has been changed

X 217 Notification when a workflow has been changed

X 218 Ability to track record changes for audit purposes X 219 Ability to pull from fields to create a contract order, contract

change order, modifications change orders, bid tabulations (for contracting) and the ability to identify types of contractors, for every type of contract with SFA to match SFA’s contracting requirements, and all projects can be separated by project director and field representative.

X

Document Management Requirements 220 Need to be able to store multiple types of files including but not

limited to: all Microsoft Office suite type documents along with jpeg, pdf and tif

X

221 Ability to attach a default document to tasks X 222 Ability to save, attach and send photographs and images X 223 Ability to store project records X 224 Ability to attach templates to tasks X 225 Ability to upload scanned documents to the application, X 226 Ability to submit parts requests through an automated approval

path utilizing user-defined roles and approval paths

X 227 Ability to submit parts requests from a work order that would

then, once approved, automatically role up the parts expenses to the work order

X

Parts Inventory Requirements 228 Ability to define inventory of part types X 229 Ability to define inventory of parts X 230 Ability to define a unit cost per part X 231 Ability to define a manufacturer per part X 232 Ability to define a model per part X 233 Ability to define a part number per part X 234 Ability to define the quantity of a given part X 235 Ability to define the reorder threshold for a given part X 236 Ability to see the current quantity available for a given part X 237 Ability to link one or more parts to a service ticket with a quantity X 238 Ability to link one or more parts to a preventive maintenance

record with a quantity

X 239 Ability to decrement the quantity of a given part when the part is

linked to a service ticket (including service tickets generated by a PM)

X

240 Ability to submit part orders X 241 Ability to link one or more parts to a parts order along with a

quantity

X 242 Ability to increment the quantity of a given part by the number

identified in a part order

X 243 Ability to increment the quantity of a given part when a service

ticket is cancelled

X

52


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To Fulfill

244 Ability to forecast when parts will be needed based on proposed usage thru PM cycle time/units and existing inventory for a given date range (today into the future 6 months, 12 months, etc.)

X

245 Ability to view part usage over time (date range) by part type X 246 Ability to view part usage over time (date range) by individual part X 247 Ability to view part usage over time (date range) by ticket type

(PM vs. on demand) X

248 Ability to link one or more parts to an equipment record (i.e. IB Building Equipment)

X 249 Ability to define quantity per unit (i.e. 1 pack contains 5 items) X 250 Ability to define preferred vendor for reordering X 251 Ability to remove parts from the system X 252 Ability to define a part description X 253 Ability to define inventory locations X 254 Ability to define stock parts per location X 255 Ability to define min/max per part X 256 Ability to increment/decrement quantity on hand per part X 257 Ability to view who incremented/decremented quantity on hand

per part

X

258 Ability to send min/max notifications per part, per location X 259 Ability to transfer parts between inventory locations X 260 Ability to link parts to work orders and employees X 261 Ability to link one or more parts to employees X 262 Ability to decrement the quantity of a given part when the part is

linked to an employee

X

263 Ability to increment the quantity of a given part when the employee returns the part

X

264 Ability to track and change part order status (submittal, approval, estimated delivery date, receipt)

X

265 Ability to view who performed each status change on a part order X 266 Ability to submit part orders for parts not in inventory X 267 Ability to view part usage over time (date range) by employee X 268 Ability to view part usage over time (date range) by inventory

location

X

Reporting Requirements 269 Be able to create standard report templates X 270 Be able to create ad hoc reports X 271 Calculated fields included in the reports X 272 Exportable into MS Excel X 273 Dashboard Views X 274 Management

X 275 Project Manager

X 276 Customer

X 277 Limit to their own projects X 278 Report Writer Requirements: 279 Incorporates an industry standard report writer

X 280 Compatible with multiple printer types

X

53


Off-The-Shelf

Configuration

Custom

ization

Comments

Unable To Fulfill

281 Reports can be printed to the screen, to a printer or to a file

X 282 Reports can be previewed on screen before being sent to a

printer

X 283

System is delivered with a large number of standard space-related reports

X There are a number

of space related reports. Others can be delivered through custom

reports.

284 System allows user to select paper size, color versus black and white and orientation as part of the report design

X

Yes, because Windows Print Pop

Up renders containing those

parameters.

285 Ad hoc query functionality is user friendly

X 286 Reports can draw on information from all system modules

X 287 Users can create and save an unlimited number of custom

reports with specified permission and access rights

X 288 Users can create and save ad hoc queries

X 289 Reports and queries can be accessed, created and saved via

the web access

X 290 System has report export capabilities with .pdf, Excel, web

archive and .xml formats

X PDF, Excel, HTML 291 Standard reports, custom reports and queries can be shared

with all users, including web users

X 292 Reports can be limited to certain users based on security

conditions

X 293 Report appearance can be customized to include user logo,

colors, fonts, etc.

X 295 Ability to seamlessly use industry standard third party report

writers if necessary

X 295 Data can be exported in a variety of formats

X 296 System provides comparative analysis and tickler type

reporting capabilities

X 297

Users may construct and save customized queries, in the form of either screens, forms, and/or reports

X

Customized queries can be viewed in a list

view or saved as Excel.

298 Contact Management Requirements 299 Delineated by Lessor, Lessee, and customer information X 300 Associate single or multiple contacts X 301 Contacts should include: 302 Name

X 303 Address

X 304 Email

X 305 Phone(s) numbers

X 306 Not less than 20 additional user-definable fields per contact

X

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Statement of Work Attachment A2 – Approved Third Party and Open-Source Components The table below lists approved third-party and open source components:

Software Version(s) Description Is it Open Source? Apache Tomcat 8.x HTTP, Servlet 2.5 and JSP 2.1 Yes Apache HTTP 2.4.x HTTP server Yes Aspektwerkz 2 AOP for Java Yes Asterisk 0.3.1 PBX server Yes Axis2 1.6 Apache extensible Interaction System Yes Castor 0.x Data binding framework Yes GDataXML 1.x iOS XML library Yes IBM Cognos ReportNet V10 IBM Cognos Report Net No iText 1.1 Library to create PDFs Yes Jakarta commons Various Reusable Java components Yes JAX-B 2.1.7 XML Binding for Java Yes JAX-RPC 1.x Remote Procedure Call for Java Yes JBoss 8.x J2EE Application Server Yes JRE 1.8.x Java Runtime Environment No jTDS 1.3 JDBC 3.0 driver for Microsoft SQL No JUnit 4.x Framework for repeatable tests Yes Log4j 1.x Logging library Yes Neethi 2.0.5 WS Policy Yes Novel LDAP 1.x LDAP library Yes OpenAM 9.x SSO library Yes Saxon-B 8.x XSLT 2.0, XPath 2.0 and XQuery 1.0 Yes Struts 1.x Java MVC framework Yes Xerces2 1.4.x XML parser Yes XMLSecurity 1.4.2 XML signature and encryption Yes WSTX 3.2.9 XML processor (JSR-173) Yes

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Schedule B – Maintenance & Support Agreement A general explanation of the Infor Support plans is located at www.infor.com/support/support-plan-features/. This exhibit provides a more comprehensive description of Infor Support and supplements the explanation set forth in the link above. These descriptions are subject to change at Infor’s discretion; however, changes to these descriptions will not cause any material decrease in the Support provided to you during the annual period for which you have paid the applicable Support fee (“Contract Period”). These descriptions do not replace any rights or obligations set forth in the Support Agreement with Infor, but in the event of a conflict between the Support Agreement and this exhibit, this exhibit shall govern and control. Capitalized terms not defined herein shall have the meaning(s) set forth in the Support Agreement.

1. SUPPORT SERVICES

1.1 Telephone Technical Support

Generally, Infor will provide telephone support Monday through Friday, 8:00 a.m. to 5:00 p.m., local time, in the Licensee’s time zone, excluding holidays observed by Infor, which fall within the applicable coverage window. However, these hours vary based on Component System. Component System support hours are noted in specific knowledge base articles, on the Infor Support Portal, located at www.inforxtreme.com.

1.2 Electronic Support

Infor will provide 24x7x365 online access to the Infor Support Portal which contains services such as online incident logging, tracking and management, knowledge base articles, latest Component System release information, electronic software distribution, Component System upgrades and Component System Documentation.

1.3 24x5 Critical Incident Support

The Infor Support plan covers 24x5 Critical Incident Support for most Component Systems. “Critical Incident Support” is defined as the delivery of support via telephone for production down (Severity 1) situations, as defined in Section 2.2 below. When Licensee calls for technical assistance regarding a Severity 1 issue outside of Infor Support Services coverage hours or during locally observed holidays, the call will be routed to an open Infor Support center or to the on-call resource. Severity 1 incidents will be worked within the Licensee’s Infor Support plan terms, until the Component System(s) is operational, a commercially reasonable workaround is in place, or the incident severity can be lowered to Severity 2 or below. Notwithstanding the foregoing, the Severity 1 support incidents of Component Systems on an 8x5 Essential Support plan and all other severity levels will be logged for response the next local business working day. 24 x 5 coverage begins at 12:00 AM Monday through 11:59 PM Friday local time in Licensee’s time zone. For certain products, Critical Incident Support is available only during standard Support Services hours.

1.4 24 x7 Critical Incident Support Option

Should Licensee purchase an Infor Support plan with 24x7 Critical Incident Support (e.g. Premium or Elite Support), Infor will respond to Severity 1 support incidents 365 days a year and 24 hours per day. This service will also be available during holidays observed by Infor. This option is not available for all Component Systems.

1.5 Access to Updates and Service Packs

When generally available, and provided such release is issued during a paid Contract Period, Infor will provide Licensee with access to the next new release of the Component System, which may include migration tools to assist with the upgrade process.

http://www.infor.com/support/support-plan-features/

http://www.inforxtreme.com/

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Infor will provide Licensee with access to periodic scheduled service packs including modifications of the base product, localizations, and translated versions which are made available for certain Component Systems. These often include adjustments that require code changes to the applicable Component System for human resources, finance, and logistical areas, and may include country-specific localizations.

When generally available, Infor will provide Licensee with access to additional functionality or new functionality in applicable Component Systems, which may be issued as part of Support, as a result of enhancement requests from customers.

1.5.1 Critical Solution Notification

The Infor Support Portal enables each Licensee to develop a unique profile, which identifies the knowledge base articles that may be of particular interest. When Infor develops a knowledge base article for a critical incident, Licensee can receive notification about its availability and how to access it, which can help reduce the time it takes to receive the important updates required to remain current on the applicable Component System(s).

1.5.2 Recorded Briefings (Videos)

Infor provides Licensee with access to recorded Support Briefings (videos), which are recorded webinars, lasting an average of 5 – 15 minutes, designed to help Licensee become familiar with the latest Infor Component Systems functions and features.

2. Resolution of Support Incidents

2.1 Initiation of an Incident Licensee may contact Infor Support via telephone or may log an incident online via the Infor Support Portal to initiate an application support request referred to as an “incident”.

The general definition of a support incident is a single, reproducible issue, problem, or symptom. An “incident” for purposes of Infor Support is a request for assistance, or a question fully and accurately logged with the Infor Support Portal that is related to Infor Component System operation, software keys, or information requests about Infor Support plans.

To help ensure a timely response to a support incident, Licensee shall provide the following information: (a) the Infor Licensee number and contact details, (b) applicable Component System name and version number, including any applicable maintenance release number (c) severity level of support request, (d) details of the support request, including error messages and error reproduction steps if any, and applicable screen shots and output examples if logging online, (e) description of issue’s impact and frequency, and (f) applicable hardware, operating systems and third party software information.

2.2 Severity Levels

Licensee will use reasonable business judgment to identify the severity of the support incident according to the following severity level descriptions:

(a) Severity 1 – Production Down/Critical. Licensee’s production system, database or Component System is inoperable, a critical application failure has occurred, and business processes are halted. There is no workaround available. Severity 1 issues that occur after standard Infor Support hours must be reported by telephone.

(b) Severity 2 – High. A critical business process is impaired, causing a serious disruption of a major business function and is causing a serious impact on daily functions or processing, and there is no acceptable workaround.

(c) Severity 3 – Medium. Non-critical issues with the Component System. Licensee is able to run the Component System, and there is an acceptable workaround for the issue.

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(d) Severity 4 – Low. An inquiry and/or low impact issue that does not require immediate attention. This includes cosmetic issues on screens, errors in documentation, or a request regarding the use of the Component System.

2.3 Response

Infor shall use commercially reasonable efforts to meet the response targets below. Infor calculates “Response Targets” as the difference between the time an incident is appropriately logged into the Infor support system and the time of Infor’s first value-added communication.

For Severity 1 incidents, Infor will make commercially reasonable efforts to respond, within one (1) hour during scheduled business hours; for Severity levels 2-4, Infor will make commercially reasonable efforts to respond, within two (2) hours during scheduled business hours. For Licensees that have purchased the Infor Elite Support plan, Infor will make commercially reasonable efforts to respond to Severity 1 incidents within thirty (30) minutes during scheduled business hours; for Severity levels 2-4, Infor will make commercially reasonable efforts to respond within one (1) hour during scheduled business hours.

For Licensees that have purchased the Infor Elite Support plan, Infor will make commercially reasonable efforts to respond to Severity 1 incidents within thirty (30) minutes during scheduled business hours; for Severity levels 2-4, Infor will make commercially reasonable efforts to respond within one (1) hour during scheduled business hours.

2.4 Resolution

Incident resolution is often an investigative process that is iterative with many variables, and at times requires collaboration and troubleshooting by various teams within Infor and the Licensee to determine the root cause in order to help bring the incident to resolution. The nature of this process makes providing target resolution times difficult. Infor strives to allow Licensee to have the ability to continue doing business while Infor investigates the cause of an issue, and Infor works to provide regular updates, as Infor progresses through the troubleshooting process in an effort to resolve the issue. A resolution can be, without limitation, an answer that resolves an issue; a code fix; a software patch release; a change in an operational process; a commercially reasonable workaround; or the provision of steps that, upon completion, will lower the criticality of the situation.

2.5 Remote Access and Infor Support Assistant

When necessary, and with Licensee’s permission, Infor Support analysts may remotely access the systems associated with Infor Component Systems to help analyze and help resolve any complex issues that Licensee may be experiencing. Infor may also use information available through the use of the Infor Support Assistant to aid in the troubleshooting process. The Infor Support Assistant is not available for all Component Systems. In order to take advantage of remote access or the Infor Support Assistant, Licensee must maintain all software, hardware, and network equipment in the configuration recommended by the appropriate equipment vendor or by Infor guidelines.

2.6 Escalation

Escalation beyond standard procedures is reserved for issues that merit a higher degree of attention, and such escalation is not intended for issues that are well-suited to Infor’s standard operating procedures. If Licensee believes that an issue needs a higher level of attention, Licensee should contact the regional Infor Support Center and request that a Support Manager become involved. If merited, Infor will escalate Licensee’s issue and notify the appropriate Support Manager of the situation. The Support Manager will act promptly to assess the situation, contact Licensee to discuss the resolution plan, identify required resources, and implement the resolution plan.

3. Lifecycle Support Information Infor’s current support policy is to make available Infor Support for all Infor Component Systems for as long as it is commercially practical and technically feasible. However, Infor will periodically evaluate product families to

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determine whether there are an appropriate number of Licensee’s willing to invest in annual Infor Support contracts, and Infor will communicate any substantive Support changes to Licensee’s proactively. Enhancements, regulatory changes and technical environmental upgrades are generally applied only to the current release, while fixes for defects are generally applied to the latest two releases of the product. Licensee should contact Infor for the lifecycle information for Licensee’s specific Component System(s). This information is available on the Infor Support Portal.

4. Third Party Product Support The support of Third Party Products and databases used by Infor Component Systems can only be provided as long as such Third Party Products and databases are supported by support plans from their respective vendors which track with the then-current Infor Support plans, and further provided Infor maintains a contractual relationship with such vendors that permits Infor to provide the same level of support for such Third Party Products and databases that Infor then-currently offers for its own Component Systems.

5. Infor Support Scope Coverage Infor will respond to all Support incidents, however, Infor, at its sole discretion, will only spend up to fifteen (15) minutes on any incident that is outside the scope of Infor Support. Without limitation, this applies to the following areas:

• Implementation setup—-any implementation issue such as business flow processes, configurations or installation of 3rd party components such as databases and operating system (OS), benchmarking, training of users, etc.

• Application optimization —-assistance in analyzing, testing, or improving the performance of the Component System.

• Modified objects (custom software)—-Support of Infor’s standard (unmodified) code set. However, Support does not include analyzing the code of module customizations and/or customized reports.

• Hardware/operating system*—-any incident regarding assistance with the hardware configuration, operating system tuning, or database administration tasks.

• Data correction—-incidents related to data corrections or corruptions that are not caused by the malfunction of the unmodified standard Infor Component System.

• Training—-Requests for training and education are provided through the Infor Consulting Services organization. • Test or Development Server – troubleshooting issues regarding Component System functionality when

conducting a test on a test server or development server.

*Provided for some products – please refer to your contract with Infor If Licensee is unsure whether the issue is a Support incident or an issue which requires consulting services, Licensee may initiate a support incident request, and the support analyst will work with Licensee to determine the appropriate course of action

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Schedule C – Order Form As it relates to the Component Systems specified herein, this Order Form is subject to the terms of the COTS Software Contract between Infor (US), Inc. ("Infor") and State of Michigan (“Licensee”) with an effective date of October 16, 2017 (the "Master Software Agreement") and Schedule E to the Master Software Agreement (the “License Agreement”). As it relates to Support for the Component Systems, this Order Form is subject to Schedule B of the Master Software Agreement (the “Support Agreement”). The Master Software Agreement, the License Agreement, and related Support Agreement are referred to herein, collectively, as the “Agreement”. All terms of the Agreement are incorporated herein by reference. Capitalized terms not defined in this Order Form are defined in the Agreement.

The following terms have the meaning set forth below:

• “Component Systems” means the software products that are being licensed (and may be referred to in the Master Software Agreement as Software);

• “Support” means the maintenance and support services set forth on Schedule B and in accordance with the Support Level set forth in the table below;

• “Order Form” means this Schedule C; • “User Restriction” means the license restriction applicable to the Component System in addition to any

license restrictions in the Agreement; • “Annual Escalation Percentage Cap” means the maximum percentage increase in the annual Support Fee

on an annual basis.

Component Systems

PROD Lansing Part #

(if applicable) Component Systems

User

Restriction* Support Level**

Quantity Type 1 COG-DS7I-

REPAU Infor EAM Enterprise Edition Advanced Reporting Author

1 ET XTE

2 COG-DS7I-REPCS

Infor EAM Enterprise Edition Advanced Reporting Consumer

1 ET XTE

3 EEN-DS7I-ALM Infor EAM Alert Management 1 ET XTE 4 EEN-DS7I-BAR Infor EAM Enterprise Edition Barcoding 1 ET XTE 5 EEN-DS7I-GISMD Infor EAM Enterprise Edition GIS Module 1 ET XTE 6 EEN-DS7I-LGMN Infor EAM Enterprise Edition Language Manager 1 ET XTE 7 EEN-DS7I-MOB Infor EAM Enterprise Edition Mobile 1 ET XTE 8 EEN-DS7I-

OCADM Infor EAM OpenCAD 1 ET XT

9 EEN-DS7I-REQ Infor EAM Enterprise Edition Requestor 1 ET XTE 10 EEN-DS7I-RRQST Infor EAM Rapid Request 1 ET XTE 11 EEN-DS7I-SQL Infor EAM Enterprise Edition - SQL 1 ET XTE 12 EEN-DS7I-SUST Infor EAM Asset Sustainability 1 ET XTE 13 EEN-DS7I-SUST-

DV Infor EAM Asset Sustainability Device 1 ET XTE

14 EEN-DS7I-WEBCL Infor EAM Enterprise Edition Web Services Connector License

1 ET XTE

15 EEN-DS7I-WEBTK Infor EAM Enterprise Edition Web Services Toolkit 1 ET XTE Total License Fee: $ 1,356,712.00

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* If specified in the User Restriction field: “ET” = Enterprise - Allows unlimited use of the Component System by Authorized Users (as that term is defined under the Master Software Agreement). Such Enterprise licenses shall be subject to the license restrictions set forth in Section III.6 of this Order Form.

** Support Level: Descriptions of the Support levels can be found at http://www.infor.com/content/brochures/inforxtremesupportplanfeatures.pdf/. “XT” = Infor Essential (24x5) / “XTP” = Infor Premium (24x7) / “XTE”= Infor Elite (24x7) Plus.

II. Support Services

Year 1 Support Fee: $324,211.00***

***The Year 1 Support Fee specified above applies only to the Component Systems listed above and is in addition to any annual fees for Support that may be due and payable by Licensee or its Subsidiaries under any other ordering form or agreement (a “Separate Order Form”). If, under a Separate Order Form, Licensee or its Subsidiaries have previously or separately purchased a license to a Component System that is also listed in this Order Form (a “Separately Licensed Component System”), then Licensee or its Subsidiaries shall continue to be obligated to purchase or renew and pay for annual Support for such Separately Licensed Component System under such Separate Order Form. The Support fees herein are additive to the Support fees under any Separate Order Form with respect to any Separately Licensed Component System, and for so long as Licensee renews annual Support for a Separately Licensed Component System under this Order Form, Licensee shall ensure that it or its Subsidiaries purchase or renew and pay for annual Support for such Separately Licensed Component System under the Separate Order Form.

Initial Term of Support: Order Form Date through one (1) year from Order Form Date. Thereafter, Licensee shall provide written notice to Infor of renewal prior to the commencement of a twelve-month renewal period. For purpose of clarity, nothing in this section will obligate the Licensee to an automatic renewal and nothing in the agreement will obligate Infor to provide Support Services if Licensee does not renew. The State may renew support annually at the prices shown in Schedule D – Pricing, Cost Table 3.

Fee for Initial Term of Support: $ 324,211.00

Committed Term of Support: Order Form Date through one (1) year from Order Form Date.

Payment Terms: Unless otherwise specified all amounts

are in United States Dollar. Payment is due within 45 days of Order Form Date. Currency: USD

Licensee Account ID: 100058362

Infor GL ID: US0AB

Account Executive Name: Barry Fisk

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Location where equipment is located (if blank, the Delivery Address shall be the licensed Equipment location):

Delivery Address: Invoice Address: State of Michigan 400 South Pine Lansing, MI 48933 USA

DTMB – Financial Services Accounts Payable P.O. Box 30026 Lansing, MI 48909 or [email protected]

Contact Name: Julie Proux Contact Name: [email protected]

Contact Title: IT Manager Contact Title: Contact Phone: (517) 241-3472 Contact Phone: Contact email: [email protected] Contact email:

III. Additional Terms

1. The parties agree that no shipment shall be required for Component Systems previously licensed to the Licensee.

2. Licensee’s purchase of the licenses specified herein is not contingent or dependent upon the provision of any consulting services Licensee may choose to purchase from Infor contemporaneously with this Order Form or in the future.

3. The Mobile Software Supplement attached hereto and incorporated herein (the “Mobile Supplement”), sets forth additional terms and conditions applicable to Licensee’s access to and use of the Mobile Software described in this Order Form. The terms of the Agreement are hereby amended by the Mobile Supplement as it relates to the Mobile Software. In the event of a conflict between the terms and conditions of the Agreement and the provisions of the Mobile Supplement, the provisions of the Mobile Supplement shall govern and control.

4. Google Third Party Products:

a) Google, Inc. (“Google”) retains all ownership and intellectual property rights in any Google Third Party Products, including but not limited to applicable “Google Content” licensed with or otherwise accessible via any Subscription Services, Subscription Software or Component Systems provided or licensed hereunder. “Google Content” means any content provided by Google through any Google Third Party Products or services (whether created by Google or its third party provider licensors), including map and terrain data, photographic imagery, and traffic data; b) Licensee is prohibited from publication of benchmark tests run on any Google Third Party Products; c) Google is a third party beneficiary to this Order Form and any agreements between Licensee and Infor, which govern this Order Form; d) In connection with the Google Third Party Products, Licensee shall at all times comply with the then current terms located at the following URLs: (i) the Google Maps / Google Earth Additional Terms of Service at: http://maps.google.com/help/terms_maps.html; (ii) the Google Maps / Google Earth Legal Notices at: http://maps.google.com/help/legalnotices_maps.html; and (iii) the Google Service’s Acceptable Use Policy at: https://www.google.com/work/earthmaps/legal/universal_aup.html.

5. Committed Support Terms: i. The Support Fee and Annual Escalation Percentage Cap set forth below in Schedule D shall apply only to the Component Systems and number and types of users set forth above. ii. The parties agree the Support Fee in Schedule D is offered by Infor solely in reliance upon Licensee’s commitment to renew annual Support through the Committed Term of Support as specified in this Order Form. The support period specified herein is a binding term, and Support may not be canceled during this time. The parties agree this amount is a fair and reasonable estimation of Infor’s damages in the event Licensee breaches its obligation to maintain Support through the commitment period.




https://www.google.com/work/earthmaps/legal/universal_aup.html

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6. Enterprise License Grant: ET - “Enterprise License” shall be restricted to usage by a set number of Authorized Users (as that term is defined under the Master Software Agreement) based on the Licensed Employee Count (defined below). This restriction is for counting purposes only, and does not restrict non-employee Authorized Users from using the Component Systems. For purposes of this Order Form, “Licensee’s Employees” means all full time or part time employees of Licensee on a consolidated basis, “Initial Employee Count” means 65,000 Licensee’s Employees, and “Licensed Employee Count” means the aggregated quantity of Licensee’s Employees who are permitted to use the ET Component Systems, subject to increase as provided below. Not more than 90 days before and not less than 30 days before July 30th of each year, Licensee shall report and certify to Infor the then-current total number of Licensee’s Employees. If Licensee’s Employees exceeds the Licensed Employee Count, Licensee shall pay to Infor: (i) additional License Fees equal to 10% of the Total Licensee Fee hereunder and (ii) applicable additional annual XTE Support fees (collectively, such license and Support fees, the (“Additional Fees”); and the Licensed Employee Count shall be increased by 10% of the Initial Employee Count.

By way of example, if Licensee’s Employees is 65,001, Licensee shall pay to Infor an additional license fee of $135,671.20, plus additional annual XTE Support fees in the amount of $32,561.09 and the revised Licensed Employee Count shall be 71,500.00. Thereafter, Licensee will not owe Infor an additional license fee hereunder until Licensee’s Employees exceeds 71,500 at which time Licensee shall pay to Infor an additional license fee of $135,671.20, plus additional annual XTE Support fees in the amount of $32,561.09. All Additional Fees shall be memorialized in an Order Form executed by the parties. Additional Fees shall be due and payable forty-five (45) days after invoice date.

7. No changes or modifications of any kind to this Order Form shall be accepted after execution unless signed in writing by both parties.

8. Any purchase order or similar document (other than a mutually executed and delivered Order Form) that may be issued by the undersigned Licensee in connection with this Order Form does not modify this Order Form or the Agreement to which it pertains. No such modification will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Order Form (or as applicable, the Agreement).

9. By signing this Order Form, Licensee represents and warrants that it has obtained all necessary authorizations

and approvals including, but not limited to, appropriation of funds and budget approval.

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MOBILE SUPPLEMENT To the extent that Infor makes available an application (the “Mobile Application”) in connection with the Component Systems that can be downloaded on either an Apple device or Android device, the following additional terms in this Supplement shall apply. The Mobile Application may be available on either an Apple device or an Android device, as specified by Infor and Apple or Google. When available on an Apple device, the Mobile Application is separately distributed exclusively by Apple through the App Store pursuant to the Apple Terms of Use. When available on an Android device, the Mobile Application is separately distributed exclusively by Google through Google Play pursuant to the Google Terms of Service. In order to use the Mobile Application on an Apple device, Authorized Users must separately agree to the Apple Terms of Use prior to downloading the Mobile Application, and in order to use the Mobile Application on an Android device, Authorized Users must separately agree to the Google Terms of Service prior to downloading the Mobile Application. If Authorized Users do not agree to these separate terms, then use of the Mobile Application will not be permitted on the respective Apple-supported or Google-supported device. At the time of download of the Mobile Application from the App Store or Google Play, as applicable, either Authorized Users will be prompted to agree to the Apple Terms of Use or the Google Terms of Service by checking a box displayed at the end of these terms or by clicking an “Agree” or similar button where this option is provided, or Authorized Users will be deemed to have accepted such terms by using the Mobile Application. Any conflict between the terms of the Agreement and the terms of this Supplement will be resolved in favor of this Supplement.

1. Additional Definitions. “Apple” refers to Apple, Inc. and its majority-owned affiliates. “Apple Terms of Use” refers to the then-current additional terms and conditions of Apple (including the App Store Terms of Service and Apple Usage Rules set forth in the Apple App Store) and the end user license agreement that users must accept and agree to prior to using the Mobile Application on an Apple device. “App Store” means the electronic store branded, owned and/or controlled by Apple. “Google” refers to Google Inc. “Google Play” means the electronic store branded, owned and/or controlled by Google. “Google Terms of Service” refers to the then-current additional terms and conditions of Google (including the Google Play Terms of Service) and the end user license agreement that users must accept and agree to prior to using the Mobile Application on an Android device.

2. License. Subject to the terms and conditions of the Agreement (including any applicable User Restrictions set forth in the Order Form), during the Term, Infor grants Licensee and Authorized Users a non-exclusive, non-transferable, non-sub licensable, royalty-free, world-wide (subject to US export laws), license to run the Mobile Application on designated Apple or Android mobile devices solely for Authorized Users to access the Component Systems for Licensee’s own internal computing operations. Licensee and Authorized Users are not permitted to use the Mobile Application for any purpose except in connection with Licensee’s separate license to the Component Systems, consistent with the Infor-provided applicable documentation and only as permitted under the Agreement and the Apple Terms of Use and the Google Terms of Service, as applicable. If any Authorized Users cease to be affiliated with and otherwise authorized by Licensee to use the Mobile

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Application or Component Systems for any reason, Licensee will take appropriate steps to terminate access by such Authorized Users to the Mobile Application and the Component Systems. Infor may audit Licensee’s use of the Mobile Application to the same extent it is permitted to audit Licensee’s use of the Component Systems.

3. Support. Infor shall provide support for the Mobile Application, but shall have no obligation to offer technical support (including without limitation any wireless network connectivity support) in connection with any Apple or Android mobile device. Updates for the Mobile Application will be provided via the Apple App Store or Google Play, to be determined in Infor’s sole discretion. Neither Apple nor Google has any obligation to provide maintenance and support for the Mobile Application.

4. Limitations. Licensee and Authorized Users may not: (a) modify the Mobile Application; (b) provide or make the Mobile Application available to any third party; (c) decompile, disassemble or reverse engineer (except to the extent permitted by applicable law) the Mobile Application; (d) create derivative works based on the Mobile Application; or (e) use any Infor name, trademark or logo.

5. Disclaimer. The Mobile Application is licensed “as is,” without any warranty whatsoever. Infor explicitly disclaims all warranties of satisfactory quality, merchantability and of fitness for a particular purpose with respect to the Mobile Application. Infor expressly does not warrant that the Mobile Application, in whole or in part, will be error free, operate without interruption or meet Licensee’s requirements. Neither Apple nor Google has any warranty obligation with respect to the Mobile Application or the Component Systems.

6. Limitation of Liability. In no event shall Infor have any liability with respect to the compatibility of the Mobile Application and the Apple or Android Mobile Devices or any operating systems used therein or the performance or connectivity of any Apple or Android Mobile Devices in connection with the Component Systems or otherwise.

7. Termination. Infor may terminate the use of the Mobile Application by any Authorized User who fails to comply with any terms of this Supplement or the Apple Terms of Use or the Google Terms of Service, as applicable. Apple or Google (as applicable) may terminate access to and/or use of the Mobile Application by Licensee and Authorized Users at any time. Upon termination of the Agreement or the Apple Terms of Use or the Google Terms of Service (as applicable), in whole or in part, Licensee and Authorized Users will discontinue further use of the Mobile Application and delete all copies of the Mobile Application on the applicable Apple or Android mobile devices.

8. Miscellaneous. Licensee acknowledges and agrees that (a) this Supplement, as subject to the Agreement, is between Infor and Licensee, for itself and on behalf of Authorized Users, and that neither Apple nor Google is a party to this Supplement; (b) Apple has the right (and will be deemed to have accepted the right) to enforce the terms of the Apple Terms of Use against Licensee and Authorized Users as a third party beneficiary thereof but only if Licensee has accepted these terms and/or each Authorized Users has accepted the Apple Terms of Use as outlined above, and Google has the right (and will be deemed to have accepted the right) to enforce the terms of the Google Terms of Service against Licensee and Authorized Users as a third party beneficiary thereof but only if Licensee has accepted these terms and/or each Authorized Userhas accepted the Google Terms of Service as outlined above.

9. Changes. Apple may at any time modify the Apple Terms of Use and Google may at any time modify the Google Terms of Service, and Apple and Google may each impose new or additional terms and conditions on Licensee and Authorized Users relating to the Mobile Application. Continued use of the Mobile Application by Licensee and Authorized Users will constitute acceptance of these changes.

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Apple and App Store are trademarks of Apple Inc., registered in the U.S. and other countries. Android is a trademark of Google Inc. Any other trademarks identified herein are the property of their respective owners.

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Schedule D – Pricing Cost Table 1: Base Years Cost Summary

Item Total Invoice Timing Perpetual Enterprise License 1,356,712.00 After providing and activating the Software. Software Maintenance & Support 1,653,899.52 Year 1: After providing and activating the Software. Annually

from that date thereafter. Phase One – Needs Analysis & Design 655,580.00 Each milestone may be invoiced after formal acceptance of all

milestone deliverables.

Phase Two – Implementation 1,467,900.00 Each milestone may be invoiced after formal acceptance of all milestone deliverables.

TOTAL (FIVE YEAR COST) $5,134,091.52

Cost Table 2: Phase One and Two Milestone Costs

Phase One Milestones Cost MS 1: Project Initiation 87,810 MS 2: Software Installation (EAM, OpenCAD, GIS) 99,420 MS 3: Global Configuration Business Process Design and Validation 146,360 MS 4: Data Migration 146,360 MS 5: Proof of Concept / Conference Room Pilot 117,080 MS 6: Development of Draft Design Documentation 29,270 MS 7: Delivery of Final Documentation 29,280 Total $655,580

Phase Two Milestones Cost MS 1: Phase 2 Project Initiation 140,300 MS 2: Project Team Training 70,150 MS 3: Configurations 140,300 MS 4: Data Migration 140,300 MS 5: Unit Test 35,070 MS 6: GIS Setup and Implementation 35,080 MS 7: OpenCAD Setup 70,150 MS 8: Barcoding Setup 70,150 MS 9: Train the Trainer 70,150 MS 10: Integrated System Testing 75,000 MS 11: User Acceptance Testing 39,000 MS 12: System Test Support 35,080 MS 13: User Acceptance Test Support 35,080 MS 14: Knowledge Transfer 70,160 MS 15: End-User Training 70,160 MS 16: Security Setup 70,150 MS 17: Deploy to Production 70,160 Optional MS 18.1: State-Led Roll- Out Support for Agency 2 35,080 Optional MS 19.1: State-Led Roll- Out Support for Agency 3 35,080 MS 20.1: Close and Holdback Release 161,300 TOTAL $1,467,900

Optional Add-On Phase Two Milestones Cost Optional Add-On MS 18.2: Infor-Led Roll-Out for Agency 2 94,497 Optional Add-On MS 19.2: Infor-Led Roll-Out for Agency 3 94,496 Optional Add-On MS 20.2: Close and Additional Holdback Release 10,500

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Optional Add-On MS 20.3: Close and Additional Holdback Release 10,500 TOTAL $210,000 Contractor shall implement and deploy the Global configuration to additional agencies (beyond Agency 3) at the prices listed above for up to 3 years from the Phase 1 start date (kickoff date), where the contractor will be onsite for the State of Michigan, provided there is mutual agreement they are of similar size and scope. Prices will increment 3% per year after 3 years from contract execution.

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Cost Table 3: Software

Item Products Included Year 1 Year 2 Year 3 Year 4 Year 5 Total

Perpetual Enterprise License (up to 65,000 users)

• Infor EAM Enterprise Edition Advanced Reporting Author

• Infor EAM Enterprise Edition Advanced Reporting Consumer

• Infor EAM Alert Management • Infor EAM Enterprise Edition Barcoding • Infor EAM Enterprise Edition GIS

Module • Infor EAM Enterprise Edition Language

Manager • Infor EAM Enterprise Edition Mobile • Infor EAM OpenCAD • Infor EAM Enterprise Edition Requestor • Infor EAM Rapid Request • Infor EAM Enterprise Edition – SQL • Infor EAM Asset Sustainability • Infor EAM Asset Sustainability Device • Infor EAM Enterprise Edition Web

Services Connector License • Infor EAM Enterprise Edition Web

Services Toolkit

1,356,712.00 1,356,712.00

Software Maintenance & Support

All Perpetual Enterprise License products listed above 324,211.00 324,211.00 327,453.11 334,002.17 344,022.24 1,653,899.52

Total $3,010,611.52

Item Products Included Year 6 Year 7 Year 8 Year 9 Year 10 Total

Software Maintenance & Support

All Perpetual Enterprise License products listed above 354,342.90 364,973.19 375,922.39 387,200.06 398,816.06 1,881,254.60

Total $1,881,254.60 Annual Escalation Percentage Cap (effective after Year 10): 3% or the then-current year-over-year increase in the Consumer Price Index (CPI-U),

whichever is lesser.

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Cost Table 4: Labor Rates for Optional Supplemental Services

Upon request, Contractor shall provide services at the following fully-loaded hourly rates. Travel and other expenses will not be reimbursed. Contractor shall use these rates for quoting Optional Supplemental Services. Infor will offer, via the change order process, alternative resource role(s) as applicable to meet the revised requirements and/or schedule. Alternate role(s) will be charged at the hourly rate aligned with those roles listed in the table below.

Staffing Category Hourly Rate ICS Consultant, Sr. $292 ICS Consultant, Principal $306 ICS Consultant, Sr. Principal $318 ICS Consultant, Principal $318 ICS Solution Architect $316 ICS Solution Architect, Sr. $316 ICS Solution Architect, Principal $316 ICS Solution Architect, Sr. Principal $316 ICS Project Manager, Assoc. $306 ICS Project Manager $318 ICS Project Director $358 ICS Sr. Project Director $396 ICS Training/EUA Consultant $275 ICS Training/EUA Consultant, Sr. $292 ICS Training/EUA Consultant, Principal $306 ICS Business Consultant $275 ICS Business Consultant, Sr. $292 ICS Business Consultant, Principal $306 ICS Business Consultant, Sr. Principal $318 ICS Business Director $330 ICS Business Sr. Director $351 ICS OCM Consultant $223 ICS OCM Consultant, Sr. $251 ICS OCM Consultant, Principal $286 COE Consultant India Offshore $58 COE Sr Consultant India Offshore $91 COE Pr Consultant India Offshore $105 COE Project Manager India Offshore $91 COE Project Director India Offshore $115 COE Training/EUA Consultant India Offshore $81

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Schedule E – Software License Agreement

SOFTWARE LICENSE AGREEMENT AGREEMENT NUMBER: THIS SOFTWARE LICENSE AGREEMENT (the “Agreement”) is made between Infor Public Sector, Inc. (“Infor”) and State of Michigan (“Licensee”) as of the Effective Date. The parties agree as follows:

1. Definitions.

(a) “Affiliate” means any entity, directly or indirectly, controlling, controlled by, or under common control with, Infor.

(b) “Component System” means any one of the

computer software programs which is identified in the applicable Order Form as a Component System. “Component Systems” refers, collectively, to every Component System listed in the applicable Order Form between the parties.

(c) “Confidential Information” shall have the same

meaning as provided in the Contract. (d) “Contract” means Licensee’s COTS Software

Contract having the same effective date as this Agreement.

(e) “Delivery Address” means the Licensee

shipping address set forth in the applicable Order Form as the Delivery Address.

(f) “Delivery Date” means, for each Component

System, the earliest of (a) the date that Infor places the Component System with a shipping agent, F.O.B. Shipping Point, for shipment to the Delivery Address or such other address Licensee specifies, (b) the date Infor provides Licensee electronic access to the Component System by, for example, providing Licensee a URL, where the Component System is available for immediate electronic download along with access codes permitting download and access to the Component System, or (c) the date that Licensee actually receives the Component System.

(g) “Discloser” means the party providing

Confidential Information hereunder. (h) “Documentation” shall have the same meaning

as provided in the Contract. (i) “Documented Defect” means a material

deviation between the then-current, general release

version of the Component System and its Documentation, for which Documented Defect Licensee has given Infor enough information for Infor to replicate the deviation on a computer configuration which is both substantially similar to the Equipment and is under Infor’s control.

(j) “Effective Date” means the date identified on

the signature page of this Agreement as the Effective Date.

(k) “Equipment” mean the hardware and/or systems

software configuration (e.g., the computer, computer platform, operating systems and/or data base management system) specified in the Order Form, or, in the absence of any such specification in the Order Form, the hardware and/or systems software configuration on which Infor generally supports use of the Component System.

(l) “Intellectual Property Rights” means any and

all rights in patents, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks (including, where applicable, all derivative works of the foregoing).

(m) “Licensee Employees” shall have the same

meaning as Person in the Contract. (n) “Object Code” means computer programs

assembled, compiled, or converted to magnetic or electronic binary form, which are readable and useable by computer equipment.

(o) “Order Form” shall have the same meaning as

provided in the Contract. (p) “Order Form Date” means the date identified on

the applicable Order Form as the Order Form Date. (q) “Recipient” means the party receiving

Confidential Information hereunder. (r) “Software Supplement” shall have the same

meaning as provided in the Contract.

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(s) “Source Code” means computer programs

written in higher-level programming languages and readable by humans.

(t) “Third Party Licensor” shall have the same

meaning as provided in the Contract. (u) Third Party Products” shall have the same

meaning as provided in the Contract. (v) “Third Party Agreement” shall have the same

meaning as provided in the Contract. (w) “User Restriction” shall have the same

meaning as provided in the Contract. 2. License. Subject to the terms and conditions of

this Agreement and the applicable Order Form (including, without limitation, with respect to termination), Infor grants Licensee a perpetual (unless otherwise specified on the Order Form), non-exclusive, non-transferable license (without the right to sublease or sublicense) to use the Component Systems (including any updates, enhancements or modifications to such Component Systems that Infor provides under the Contract) on the Equipment for Licensee’s own, internal computing operations. The computer readable media containing the Component Systems may also contain software programs for which Licensee is not granted a license for use. Licensee may not make any use of any such software programs for which Licensee is not expressly obtaining a license for use under this Agreement. Any rights not expressly granted in this Agreement are expressly reserved.

(a) Documentation. Except as otherwise provided in

the applicable Software Supplement, Licensee may make a reasonable number of copies of the Documentation for each Component System for its internal use in accordance with the terms of this Agreement.

(b) Additional Restrictions on Use of the Component

Systems. Licensee’s use of the Component Systems is subject to any User Restrictions specified in the applicable Order Form. Except to the extent contrary to applicable law, Licensee is prohibited from causing or permitting the reverse engineering, disassembly or de-compilation of the Component Systems. Licensee is prohibited from using the Component Systems to provide service bureau data processing services or to otherwise provide data processing services to third parties. Licensee will not allow the Component Systems to be used by, or disclose all or any part of

the Component Systems to, any person except Licensee Employees. Licensee acknowledges and agrees that U.S. export control laws and other applicable export and import laws govern its use of the Component Systems and Licensee will neither export or re-export, directly or indirectly, the Component Systems, nor any direct product thereof in violation of such laws, or use the Component Systems for any purpose prohibited by such laws. Licensee acknowledges that a special security program or code (“Key”) may be required to operate the Component System. Any such Key may prevent the Component System from operating (i) on any configuration other than the Equipment or (ii) for more than the maximum number of users specified in an Order Form.

(c) Intellectual Property Rights Notices. Licensee is

prohibited from removing or altering any of the Intellectual Property Rights notice(s) embedded in or that Infor otherwise provides with the Component Systems. Licensee must reproduce the unaltered Intellectual Property Rights notice(s) in any full or partial copies that Licensee makes of the Component Systems.

(d) Notice. To use any of the Component Systems,

Licensee may also need to obtain, install and maintain Infor-supported versions of certain software products, database software products and certain software/hardware peripherals. By this notice, Infor is advising Licensee that Licensee should request information about such necessary software products, database software products and software/hardware peripherals.

(e) Source Code. Unless otherwise explicitly

provided in an Order Form, Licensee has no license to access or use, or any other rights in or to, the Source Code for a particular Component System. If the Order Form grants Licensee a license to use Source Code for a particular Component System, then Licensee has the limited right to use such Source Code to modify such Component System for its own, internal computing operations. Subject to the foregoing, Licensee will not disclose all or any part of the Source Code for a Component System to any person except Licensee Employees who, before obtaining access to the Source Code, have been informed by Licensee in writing of the non-disclosure obligations imposed on both Licensee and such Licensee Employees under this Agreement. Infor will own all right, title and interest to all derivative works of the Component System (“Derivative Works”), even if solely created by Licensee pursuant to a license to use Source Code hereunder. Licensee hereby assigns to Infor absolutely all of its rights, title and interest in and to

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any Derivative Works created by the Licensee together with all Intellectual Property Rights therein. Subject to the terms and conditions of this Agreement, Infor grants Licensee (if licensed to use Source Code hereunder) a perpetual (unless otherwise specified in the Order Form), non-exclusive, non-transferable license (without the right to sublease or sublicense) to use and copy for use the Derivative Works created by Licensee or created by Infor at Licensee’s request and payment, for Licensee’s own, internal computing operations. Upon Infor’s request, Licensee will provide Infor with a copy (including all documentation related thereto) of all Derivative Works created by Licensee and will execute and deliver to Infor any documents reasonably necessary to vest in Infor all right, title and interest therein.

3. Delivery. Except as otherwise provided in the

applicable Order Form, the Delivery Date shall not be later than thirty (30) days after the Order Form Date.

4. Confidential Information. Except as otherwise

permitted under this Agreement, the Recipient will not disclose to any third party, or make any use of the Discloser’s Confidential Information. The Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser’s Confidential Information that it uses to maintain the confidentiality of its own Confidential Information, but in no event less than reasonable care. Except in connection with the Component Systems and any software programs provided with the Component Systems, the non-disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential Information in Recipient’s possession for a period of ten (10) years after Recipient’s receipt of that item. However, Licensee’s obligations to maintain both the Component Systems and any software programs provided with the Component Systems and in Licensees possession, including all algorithms, methods, techniques, code and processes revealed therein, as confidential will survive in perpetuity.

5. Term and Termination. (a) Right of Termination. If either party materially

breaches any material obligation in this Agreement or an Order Form (including, without limitation, any obligation to pay license fees), and fails to remedy such breach (if such breach can be remedied) within thirty (30) days of receipt of written notice of such breach, the other party may terminate this Agreement (including all Order Forms hereunder). Notwithstanding the foregoing, to the extent such

material breach cannot be remedied through efforts of the breaching party, the other party has the right to terminate this Agreement (including all Order Forms hereunder) on less than thirty days’ written notice. Notice to Infor of an alleged breach of warranty will not constitute a notice of termination of this Agreement.

(b) Effect of Termination. Upon termination of this

Agreement by either party, Licensee will discontinue further use of the Component Systems, and will promptly return to Infor or (at Infor’s request) destroy all copies of the Component Systems, and will certify to Infor in writing, over the signature of a duly authorized representative of Licensee, that it has done so. Termination of this Agreement will not relieve either party from making undisputed payments which may be owing to the other party under the terms of this Agreement.

(c) Termination Without Prejudice to Other Rights

and Remedies. Termination of this Agreement will be without prejudice to either party pursuing any other remedies available to it.

6. Assignment. Licensee may not assign or

otherwise transfer any of its rights or obligations under this Agreement, whether by law or otherwise, and any attempt at such assignment will be void without the prior written consent of Infor. For purposes of this Agreement, “assignment” shall include use of the Component Systems for benefit of any third party to a merger, acquisition and/or other consolidation by, with or of Licensee, including any new or surviving entity that results from such merger, acquisition and/or other consolidation.

7. No Waiver. A party’s failure to enforce its rights

with respect to any single or continuing breach of this Agreement will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach.

8. LIMITATIONS OF LIABILITY. (a) LIMITED LIABILITY OF INFOR. THE

TOTAL LIABILITY OF INFOR, ITS AFFILIATES AND THIRD PARTY LICENSORS IN CONNECTION WITH THE COMPONENT SYSTEMS, THIS LICENSE OR ANY OTHER MATTER RELATING TO THIS AGREEMENT (WHATEVER THE BASIS FOR THE CAUSE OF ACTION) SHALL NOT EXCEED THE FEE THAT LICENSEE ACTUALLY PAID TO INFOR (OR, IF NO DISCRETE FEE IS IDENTIFIED IN THE APPLICABLE ORDER FORM, THE FEE

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REASONABLY ASCRIBED BY INFOR) FOR THE COMPONENT SYSTEM GIVING RISE TO THE LIABILITY.

(b) EXCLUSION OF DAMAGES. IN NO

EVENT SHALL INFOR, ITS AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT INFOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Audit Rights. Subject to Licensee’s security

policies and procedures, Infor (including any third party auditor retained by Infor) may audit the records and systems of Licensee to ensure compliance with the terms of this Agreement and each applicable Order Form(s). Infor will notify Licensee in writing at least ten (10) business days prior to any such audit. Any such audit will be conducted during Licensee’s regular business hours at Licensee’s location and will not interfere unreasonably with Licensee’s business activities. Infor may audit Licensee no more than once in any twelve (12) month period. If an audit reveals that Licensee is using a Component System beyond the scope of the license granted herein (such as for example, for a number of users greater than those that Licensee licensed pursuant to this Agreement), then Licensee will promptly pay Infor the underpaid license fees therefore and associated fees for Support (as defined in the Contract), based on Infor’s then-current list rates. Licensee’s prompt payment of license fees and associated fees for Support will be Infor’s sole and exclusive remedy with respect to Licensee’s use of a Component System beyond the scope of the license granted.