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2.170Transition Responsibilities – Deleted NA312.180Stop Work2.181 Stop Work Orders2.182 Cancellation or Expiration of Stop Work Order2.183 Allowance of Contractor Costs313131312.190Dispute Resolution2.191 In General2.192 Informal Dispute Resolution2.193 Injunctive Relief2.194 Continued Performance32323232322.200Federal and State Contract Requirements2.201 Nondiscrimination2.202 Unfair Labor Practices2.203 Workplace Safety and Discriminatory Harassment2.204 Prevailing Wage32323333332.210Governing Law2.211 Governing Law2.212 Compliance with Laws2.213 Jurisdiction333333342.220Limitation of Liability2.221 Limitation of Liability34342.230Disclosure Responsibilities2.231 Disclosure of Litigation2.232 Call Center Disclosure2.233 Bankruptcy343434342.240Performance2.241 Time of Performance2.242 Service Level Agreement2.243 Liquidated Damages – Deleted NA2.244 Excusable Failure35353535352.250Approval of Deliverables2.251 Delivery of Deliverables2.252 Contractor System Testing2.253 Approval of Deliverables, In General2.254 Process for Approval of Written Deliverables2.255 Process for Approval of Custom Software Deliverables2.256 Final Acceptance363636373838392.260Ownership2.261 Ownership of Work Product by State – Deleted NA2.262 Vesting of Rights – Deleted NA2.263 Rights in Data2.264 Ownership of Materials – Deleted NA39393939392.270State Standards2.271 Existing Technology Standards2.272 Acceptable Use Policy2.273 Systems Changes393939402.280Extended Purchasing2.281 MiDEAL (Michigan Delivery Extended Agreements Locally2.282 State Employee Purchases4040402.290Environmental Provision2.291 Environmental Provision40402.300Deliverables2.301 Software2.302 Hardware2.303 Equipment to be New2.304 Equipment to be New and Prohibited Products42424242422.310Software Warranties422.311 Performance Warranty2.312 No Surreptitious Code Warranty2.313 Calendar Warranty424243

2.314 Third-party Software WarrantySee IPLA, Section 12, “Third Party Notices”2.315 Physical Media WarrantySee IPLA, Section 8, “Warranty and Exclusions”434343432.320Software Licensing2.321 Cross-License, Deliverables Only, License to Contractor2.322 Cross-License, Deliverables and Derivative Work, License to Contractor2.323 License Back to the StateSee IPLA, Section 3, “License Grant”2.324 License Retained by ContractorSee IPLA, Section 3, “License Grant”2.325 Pre-existing Materials for Custom Software Deliverables43434343434343432.330Source Code Escrow – Deleted NA44Attachment B: Cover Document For Changes To IBM Licensing Agreements45Attachment C: Glossary46Attachment D: Copy of October 2010 Software & Services Special Option Agreement48Attachment E: IBM International Program License Agreement65Attachment F: IBM International Passport Advantage Agreement83

Form No. DMB 234 (Rev. 1/96)AUTHORITY: Act 431 of 1984COMPLETION: RequiredPENALTY: Contract will not be executed unless form is filedSTATE OF MICHIGANDEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGETPURCHASING OPERATIONSP.O. BOX 30026, LANSING, MI 48909October 1, 2010OR530 W. ALLEGAN, LANSING, MI 48933NOTICEOFCONTRACT NO.071B1300071betweenTHE STATE OF MICHIGANandTELEPHONE 248-552-6896Bill CrockerNAME & ADDRESS OF CONTRACTORIBM CORPORATIONNew Orchard DriveArmonk, NY 10504-1722CONTRACTOR NUMBER/MAIL CODEBUYER/CA (517) 373-3993Email: crockerw@us.ibm.com Dale N. ReifContract Compliance Inspector: Patty BogardSoftware Maintenance and SupportCONTRACT PERIOD: 3 yrs. 5 one-year optionsTERMSF.O.B.N/AFrom: October 1, 2010SHIPMENTN/ASHIPPED FROMMINIMUM DELIVERY REQUIREMENTSN/AMISCELLANEOUS INFORMATION:TOTAL ESTIMATED CONTRACT VALUE: 15,516,450.00To: September 30, 2013N/AN/A

Form No. DMB 234 (Rev. 1/96)AUTHORITY: Act 431 of 1984COMPLETION: RequiredPENALTY: Contract will not be executed unless form is filedSTATE OF MICHIGANDEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGETPURCHASING OPERATIONSP.O. BOX 30026, LANSING, MI 48909OR530 W. ALLEGAN, LANSING, MI 48933CONTRACT NO.071B1300071betweenTHE STATE OF MICHIGANandTELEPHONE 248-552-6896Bill CrockerNAME & ADDRESS OF CONTRACTORIBM CORPORATIONNew Orchard DriveArmonk, NY 10504-1722CONTRACTOR NUMBER/MAIL CODEBUYER/CA (517) 373-3993Email: crockerw@us.ibm.com Dale N. ReifContract Compliance Inspector: Patty BogardSoftware Maintenance and SupportCONTRACT PERIOD: 3 yrs. 5 one-year optionsTERMSF.O.B.N/AFrom: October 1, 2010SHIPMENTSHIPPED FROMN/AMINIMUM DELIVERY REQUIREMENTSTo: September 30, 2013N/AN/AN/AMISCELLANEOUS INFORMATION:The terms and conditions of this Contract are those of the Request For Proposal084R0200103 and this Contract Agreement. In the event of any conflicts between thespecifications, terms and conditions indicated by the State and those indicated by thevendor, those of the State take precedence.Estimated Contract Value: 15,516,450.00THIS IS NOT AN ORDER: Orders for delivery will be issued directly by the Department ofTechnology, Management and Budget through the issuance of a Purchase Order.All terms and conditions of the Request for Proposal are made a part hereof.FOR THE CONTRACTOR:IBM CorporationFirm NameAuthorized Agent SignatureAuthorized Agent (Print or Type)FOR THE STATE:SignatureSergio Paneque, Senior DeputyDirectorName/TitleBusiness Services AdminsitrationDivision

DateDate

STATE OF MICHIGANDepartment of Technology, Management and BudgetPurchasing OperationsBuyer Name: Dale N. ReifTelephone Number: (517) 373-3993E-Mail Address: reifd@michigan.govContract Number: 071B1300071IBM Software, Maintenance and SupportRev: 6-01-2010Page 124 of 218

Table of ContentsArticle 1 – Statement of Work (SOW)1291.000Project Identification1.001 Project Request1291291.100Scope of Work and Deliverables1.101 In Scope1.102 Out Of Scope1.103 Environment1291291291301.200Roles and Responsibilities1.201 Contractor Staff, Roles, And Responsibilities1.202 State Staff, Roles, And Responsibilities1321321321.300Project Plan1.301 Project Plan Management – Deleted NA1.302 Reports1321321321.400Project Management – Deleted NA1321.500Acceptance – Deleted NA1321.600Compensation and Payment1.601 Compensation And Payment133133Article 2 - Terms and Conditions2.001 Contract Term2.002 Options to Renew2.003 Legal Effect2.004 Attachments & Exhibits2.005 Ordering2.006 Order of Precedence2.007 Headings2.008 Form, Function & Utility2.009 Reformation and ents and Approvals2.011 No Waiver of Default2.012 Survival1351351352.020Contract Administration2.021 Issuing Office2.022 Contract Compliance Inspector2.023 Project Manager-A2.024 Change Requests2.025 Notices2.026 Binding Commitments2.027 Relationship of the Parties2.028 Covenant of Good Faith2.029 ral Provisions2.031 Media Releases2.032 Contract Distribution2.033 Permits2.034 Website Incorporation2.036 Freedom of Information2.037 Disaster Recovery – Deleted NA1371371381381381381382.040Financial Provisions2.041 Fixed Prices for Services/Deliverables – Deleted NA2.042 Adjustments for Reductions in Scope of Services/Deliverables2.043 Services/Deliverables Covered2.044 Invoicing and Payment – In General2.045 Pro-ration2.046 Antitrust Assignment2.047 Final Payment2.048 Electronic Payment 051 Employment Taxes139139

2.052Sales and Use Taxes1392.060Contract Management2.061 Contractor Personnel Qualifications2.062 Contractor Key Personnel2.063 Re-assignment of Personnel at the State’s Request2.064 Contractor Personnel Location2.065 Contractor Identification2.066 Cooperation with Third Parties2.067 Contract Management Responsibilities2.068 Contractor Return of State 0Subcontracting by Contractor2.071 Contractor full Responsibility2.072 State Consent to delegation2.073 Subcontractor bound to Contract2.074 Flow Down2.075 Competitive Selection1411411411421421422.080State Responsibilities2.081 Equipment2.082 Facilities1421421422.090Security2.091 Background Checks2.092 Security Breach Notification2.093 PCI DATA Security Requirements1421421431432.100Confidentiality2.101 Confidentiality2.102 Protection and Destruction of Confidential Information2.103 Exclusions2.104 No Implied Rights2.105 Respective Obligations1431431441441441442.110Records and Inspections2.111 Inspection of Work Performed2.112 Examination of Records2.113 Retention of Records2.114 Audit Resolution2.115 Errors1441441451451451452.120Warranties2.121 Warranties and Representations2.122 Warranty of Merchantability – Deleted NA2.123 Warranty of Fitness for a Particular Purpose – Deleted NA2.124 Warranty of Title2.125 Equipment WarrantyEquipment to be New2.127 Prohibited Products2.128 Consequences for 131 Liability Insurance2.132 Subcontractor Insurance Coverage2.133 Certificates of Insurance and Other Requirements1471471481492.140Indemnification2.141 General Indemnification2.142 Code Indemnification2.143 Employee Indemnification2.144 Patent/Copyright Infringement Indemnification2.145 Continuation of Indemnification Obligation2.146 Indemnification ncellation.2.151 Notice and Right to Cure2.153 Termination for Convenience2.154 Termination for Non-Appropriation2.155 Termination for Criminal Conviction2.156 Termination for Approvals Rescinded2.157 Rights and Obligations upon Termination2.158 Reservation of Rights150150150151151151151152

2.160Termination by Contractor2.161 Termination by Contractor1521522.170Transition Responsibilities – Deleted NA1522.180Stop Work2.181 Stop Work Orders2.182 Cancellation or Expiration of Stop Work Order2.183 Allowance of Contractor Costs1521521521522.190Dispute Resolution2.191 In General2.192 Informal Dispute Resolution2.193 Injunctive Relief2.194 Continued Performance1531531531531532.200Federal and State Contract Requirements2.201 Nondiscrimination2.202 Unfair Labor Practices2.203 Workplace Safety and Discriminatory Harassment2.204 Prevailing Wage1531531541541542.210Governing Law2.211 Governing Law2.212 Compliance with Laws2.213 Jurisdiction1541541541552.220Limitation of Liability2.221 Limitation of Liability1551552.230Disclosure Responsibilities2.231 Disclosure of Litigation2.232 Call Center Disclosure2.233 Bankruptcy1551551551552.240Performance2.241 Time of Performance2.242 Service Level Agreement2.243 Liquidated Damages – Deleted NA2.244 Excusable Failure1561561561561562.250Approval of Deliverables2.251 Delivery of Deliverables2.252 Contractor System Testing2.253 Approval of Deliverables, In General2.254 Process for Approval of Written Deliverables2.255 Process for Approval of Custom Software Deliverables2.256 Final Acceptance1571571571581591591602.260Ownership2.261 Ownership of Work Product by State – Deleted NA2.262 Vesting of Rights – Deleted NA2.263 Rights in Data2.264 Ownership of Materials – Deleted NA1601601601601602.270State Standards2.271 Existing Technology Standards2.272 Acceptable Use Policy2.273 Systems Changes1601601601612.280Extended Purchasing2.281 MiDEAL (Michigan Delivery Extended Agreements Locally2.282 State Employee Purchases1611611612.290Environmental Provision2.291 Environmental Provision1611612.300Deliverables2.301 Software2.302 Hardware2.303 Equipment to be New2.304 Equipment to be New and Prohibited Products1631631631631632.310Software Warranties163

2.311 Performance Warranty2.312 No Surreptitious Code Warranty2.313 Calendar Warranty2.314 Third-party Software WarrantySee IPLA, Section 12, “Third Party Notices”2.315 Physical Media WarrantySee IPLA, Section 8, “Warranty and Exclusions”1631631641641641641642.320Software Licensing2.321 Cross-License, Deliverables Only, License to Contractor2.322 Cross-License, Deliverables and Derivative Work, License to Contractor2.323 License Back to the StateSee IPLA, Section 3, “License Grant”2.324 License Retained by ContractorSee IPLA, Section 3, “License Grant”2.325 Pre-existing Materials for Custom Software Deliverables1641641641641641641641642.330Source Code Escrow – Deleted NA165Glossary167

Contract No. 071B1300071Article 1 – Statement of Work (SOW)1.000Project Identification1.001 PROJECT REQUESTThe purpose of this Contract is to procure IBM software licenses (see Appendix A), maintenance andsupport.Over the past three years, the State has purchased 4.4 million in new IBM software licenses and 2.8 million in software maintenance and support. The responsive bidder must have the ability toprovide a minimum discount equal or greater than federal General Services Administration (GSA)Schedules for all of the listed IBM Products in Appendix A, without an upfront volume commitmentfrom the State of Michigan.The State makes no estimates as to the quantity or type of software that may be purchased duringthe term of the Contract. However the Contractor will be required to furnish all such products as maybe ordered during the Contract period. Quantities specified in Appendix A are estimates based onprior purchases and the State is not obligated to purchase any quantities.This Contract is available to MiDEAL purchasing members as identified in Article 2, Section 2.281MiDEAL.1.100Scope of Work and Deliverables1.101 IN SCOPEThis is intended to be a mandatory use Contract. However, the State reserves the right to purchaselicenses, maintenance and support outside of the Contract when the State determines that an item’spricing is not competitive. This project consists of the following scope: Standard software products, defined as defined in Appendix A Software maintenance and technical support as defined in Section 1.104, B. The maintenanceand support is for products that fall under one of the following seven (7) categories: InfoSphere Lotus Rational WebSphere Tivoli FileNet Cognos Security NetworkThe State currently has a separate license agreement to purchase FileNet products which expires in2013. The State reserves the right to add FileNet products to this Contract in the future.1.102 OUT OF SCOPE Hardware Purchases Installation Integration Consulting Services129

Contract No. 071B1300071In the event of future IBM software product releases, they shall be considered in scope if theproduct(s) is branded by IBM as belonging to one of the in-scope categories, and is determined toexhibit functionality that supports the in-scope product suite’s core function.1.103 ENVIRONMENTContractor is required to review all applicable links provided below. The links provide information onthe State’s Enterprise IT policies, standards and procedures which includes security policy andprocedures, IT strategic plan, eMichigan web development and the State Unified InformationTechnology Environment (SUITE).Contractors are advised that the State has methods, policies, standards and procedures that havebeen developed over the years. Contractors are expected to conform to State IT policies andstandards. All services and products provided as a result of this Contract must comply with allapplicable State IT policies and standards in effect at the time the Contract is issued. The Contractorawarded the contract must request any exception to State IT policies and standards in accordancewith the Michigan Department of Technology, Management and Budget (MDTMB) processes. It willbe the responsibility of the State to deny the exception request or to seek a policy or standardsexception.Enterprise IT Policies, Standards and 9-34305---,00.htmlAll software and hardware items provided by the Contractor must run on and be compatible with theMDTMB Standard Information Technology Environment. Additionally, the State must be able tomaintain software and other items produced as the result of the Contract. Therefore, non-standarddevelopment tools may not be used unless approved by MDTMB. The Contractor must request, inwriting, approval to use non-standard software development tools, providing justification for therequested change and all costs associated with any change. The MDTMB Project Manager mustapprove any tools, in writing, before use on any information technology project.It is recognized that technology changes rapidly. The Contractor may request, in writing, a change inthe standard environment, providing justification for the requested change and all costs associatedwith any change. The State’s Project Manager must approve any changes, in writing, and MDTMB,before work may proceed based on the changed environment.Enterprise IT Security Policy and 9-34305-108216--,00.htmlThe State’s security environment includes: MDTMB Single Login. MDTMB provided SQL security database. Secured Socket Layers. SecureID (State Security Standard for external network access and high risk Web systems)IT Strategic 7-135173--,00.htmlIT eMichigan Web Development Standard Tools:http://www.michigan.gov/documents/Look and Feel Standards 2006 v3 166408 7.pdfThe State Unified Information Technology Environment (SUITE):Includes standards for project management, systems engineering, and associated forms andtemplates – must be followed: http://www.michigan.gov/suite130

Contract No. 071B13000711.104 Work And DeliverablesA. SoftwareContractor must be an aut

IBM WebSphere Transformation Extender with Command Server Processor Value Unit 529.64 105.93 D58TZLL E02QILL IBM WebSphere Transformation Extender Pack for X12 Application Instance 35,177.25 7,035.45 D5949LL E02URLL IBM WebSphere Transformation Extender