INFORMATION PROCESSING SYSTEM,

SERVICES AND LICENSE CONTRACT FOR

VOTER REGISTRATION SYSTEM

Between

THE STATE OF SOUTH DAKOTA

Acting by its

SECRETARY OF STATE

And

KNOWiNK, LLC
Introduction
This contract (the “Contract”) is made by and between, KNOWiNK, LLC (the “Contractor”) and the State of
South Dakota, acting by its Secretary of State (“SOS”).

The exhibits listed below are attached to this Agreement and by this reference incorporated herein as if set
forth in full. If there is a conflict among the documents comprising this Agreement, then the conflict shall be
resolved by utilizing the following order of precedence:

EXHIBITS

1. The terms of this Agreement as may be amended.

2. Vendor Hosted IT Contract Terms
3. Exhibit A – Service Level Agreement (SLA)
4. Exhibit B – South Dakota TotalVote Payment Schedule
5. Exhibit C – South Dakota SOW Exhibit C

The Contractor and the State agree as follows:

1. Definitions
The following definitions apply in this Contract, except to the extent modified in Exhibit A, in which
case Exhibit A controls.

a. Acceptance
Determination made by the SOS upon successful User Acceptance Test that the Deliverable
has satisfied the Acceptance Criteria itemized in the Statement of Work (SOW), performs to
the Specifications, and fulfills the business and technical requirements of the Contract.

b. Acceptance Criteria
SOS requirements for Deliverable Acceptance which may include Iterations, Sprint goals,
measurements of work in progress and other agile development criteria.

c. Acceptance Date

The date the SOS accepts a Deliverable or System in accordance with this Contract.

d. Administrator
A designated SOS representative who is responsible for managing the SOS’s User access to the
Hosting Environment. The Administrator shall be responsible for implementing a role-based
security policy process for access to the Hosting Environment.

e. Alteration
The modification, changing, refashioning, remodeling, remaking, revising or reworking of any part
of the System, any Deliverable or any associated process.

f. Business Day
 A day of the week recognized by the SOS as a workday, exclusive of Saturdays, Sundays and
any State or federal holiday.

g. Claims
All actions, suits, claims, demands, investigations, and proceedings of any kind, open, pending,
or threatened, whether mature, un-matured, contingent, known or unknown, at law or in equity in
any forum.

h. Client Agency
Any department, commission, board, bureau, agency, institution, public authority, office, council,
association, instrumentality or political subdivision of the State of South Dakota and non-profit
organization organized in this State who is authorized and chooses to make purchases under,
and pursuant to the terms of this Contract.

i. Client Agency Data

Any data or information of the SOS that Contractor receives or creates by any means and in any
form in connection with this Contract, Deliverables or Performance, including data and
information with respect to any one or more of the following: databases, systems, operations,
facilities, and regulatory compliance.

j. Confidential Information
Any name, number or other information that may be used, alone or in conjunction with any other
information, to identify a specific individual including, but not limited to, such individual's name,
date of birth, mother's maiden name, motor vehicle operator's license number and residential
address, Social Security number, employee identification number, employer or taxpayer
identification number, alien registration number, government passport number, health insurance
identification number, demand deposit account number, savings account number, credit card
number, debit card number or unique biometric data such as fingerprint, voice print, retina or iris
image, or other unique physical representation. Without limiting the foregoing, Confidential
Information shall also include any information that SOS classifies as “confidential” or “restricted.”
Confidential Information shall not include information that may be lawfully obtained from publicly
available sources or from federal, state, or local government records which are lawfully made
available to the general public.

k. Confidential Information Breach

Generally, an instance where an unauthorized person or entity accesses Confidential Information
in any manner, including but not limited to the following occurrences: (1) any Confidential
Information that is not encrypted or protected is misplaced, lost, stolen or in any way
compromised; (2) one or more third parties have had access to or taken control or possession of
any Confidential Information that is not encrypted or protected without prior written authorization
from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information
together with the confidential process or key that is capable of compromising the integrity of the
Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the SOS,
the Contractor, or State.

l. Contractor IP
Contractor’s materials and other intellectual property (1) in existence prior to this Contract, (2)
created, developed or acquired during the Term including, but not limited to, any such
development of software and the System exclusively for the State, or (3) identified as Contractor
IP in the applicable SOW; or (4) otherwise developed or acquired independent of this Contract
and employed by the Contractor in connection with the Deliverables, including, without limitation,
Contractor source code utilized in developing the Licensed Software, Deliverables and
 Improvements.

m. Contractor Parties
Contractor’s members, principals, directors, officers, shareholders, partners, managers,
representatives, agents, servants, consultants, employees or any one of them or any other
person or entity with whom the Contractor is in privity or with whom Contractor contracts to
Perform under this Contract in any capacity.

n. Corrective Action Plan, or CAP

A detailed written plan produced by Contractor at the request of the SOS to correct or resolve a
Breach identified by the SOS in accordance with the Breach section of this Contract.

o. Deliverable
Each (1) Good, Service, Maintenance Services, Improvement, Material, Documentation, System,
process or information of any type, whether stand-alone or intended as part of the integration of
the System with existing hardware or software of the State, and whether or not used for
administrative, maintenance, consulting, training, data warehousing, operations, support, hosting,
or fulfillment of Performance; and (2) warranty of a Deliverable(s) that is listed in the Exhibit B or
provided by Contractor as an element of Contractor’s overall approach and solution to the
requirements of this Contract. Any one of them or a combination of any of them may be
developed or produced by Contractor or by a third party as a supplier or subcontractor to
Contractor.

p. Deliverables Implementation Schedule

A schedule for Performance and delivery, including phases, the Go-Live Date, dates of
completion, and the procedures for Acceptance by the SOS, as applicable or appropriate, for
specific Deliverables to be provided pursuant to this Contract, or Statement of Work, as
applicable, subject to extension by the SOS in accordance with this Contract or Statement of
Work, as applicable, and subject to change upon completion of the gathering of detail
requirements.

q. Documentation
All Specifications; all technical, systems and user reference manuals; all System documentation
related to each component of the System, Deliverables and processes; and any Improvements to
any of them.

r. Electronically Stored Information (ESI)

Data, including Confidential Information that is collected, processed and hosted within the Hosting
Environment which data may include the SOS’s administrative, civil and criminal matters and
investigations, including any and all related written and electronic communications, voicemails,
audio and video files. Without limiting the foregoing, ESI shall include Freedom of Information
requests and responses.

s. Force Majeure Event

Strikes, lockouts, riot, sabotage, rebellion, insurrection, acts of war, acts of terrorism, failure of or
inadequate permanent power, fire, flood, earthquake, epidemics, natural disasters, and acts of
God.
 t. Goods
All things which are movable, including, but not limited to, supplies, materials, equipment, hardware,
software, specially manufactured things, a component incorporated into another thing and things
that are attached to real property and that may be severed from the real property without material
harm to the things.

u. Goods or Services
Goods, Services, or both, as specified in the Solicitation and set forth in Exhibit A.

v. Go-Live Date
The date of enterprise-wide installation of the System, upon and after which the System must
Perform enterprise-wide in accordance with the Documentation, as the date may be extended
from time to time in accordance with this Contract.

w. Hosting Environment
Collectively the platform, environment, and conditions on, in, or under which the Licensed
Software is intended to be installed and operate, as set forth in this Contract and the Contract
Exhibits, including such structural, functional and other features, conditions and components as
hardware, operating software, System architecture and configuration.

x. Hosted Services
The provision, management, operation, support, warranty and maintenance of the Licensed
Software within the Contractor’s setting or location including Contractor’s services identified in
Exhibit A.

y. Improvement
Any Contractor changes, patches, corrections, repairs, replacements, additions, modifications,
enhancements, updates, releases, revisions, error fixes, bug fixes or any new versions of
Deliverables, or any combination of the foregoing, that are to be or may be provided as a
Deliverable from time to time. An Improvement may serve any purpose. Improvements do not
include upgrades to software for which Contractor charges its customers, or upgrades by a
Licensor that is charging Contractor for such upgrade.

z. Iteration
A set of instructions or directions repeated in sequence a specified number of times or until a
condition is met. The outcome of each iteration is then the starting point of the next iteration.

aa. Licensed Software

Computer program(s) provided by Contractor in connection with the Deliverables, for which SOS
acquires a limited perpetual (during the term), personal, non-exclusive, non-transferable license
to access and use, but does not acquire the Licensor’s title to, such computer program(s).

bb. Licensor
The party who licenses all or any part of a Deliverable either to the State, in the case of the
Contractor, or to the Contractor, in the case of a third-party provider.
cc. Maintenance Services
The software and process support services described in this Contract, or a Statement of Work, as
applicable.

dd. Material
A level of significance that would have affected any decision of a reasonable person in the
SOS's position regarding whether to agree to a particular provision or would affect any decision
of a reasonable person in the SOS's position whether to enter into this Contract.

ee. Materials
Collectively, software programs, literary works, other works of authorship, documented
specifications, designs, analyses, processes, methodologies, concepts, inventions, know-how,
programs, program listings, program tools, Documentation, reports, drawings, data bases,
spreadsheets, machine readable text, models and work product, whether tangible or intangible.

ff. Performance
All acts and things of the Contractor and Contractor Parties, severally and collectively, that are
necessary or appropriate to fulfill or accomplish this Contract fully, including the Deliverables and
all other Contract obligations. The word “Perform” includes all parts of speech.

gg. Performance Criteria

Operation of the Deliverables in compliance with all Specifications and Documentation and
complying with the requirements of this Contract and a Statement of Work, as applicable.

hh. Price Schedule

Exhibit B to this Contract which when read in conjunction with Exhibit A and Exhibit C, lists the
Deliverables available under this Contract and establishes the components, unit pricing and price
schedules for each Deliverable.

ii. Purchase Order

A written or electronic document that the SOS issues for one or more Deliverables in accordance
with the terms of this Contract.

jj. Records
All working papers and such other information and materials furnished or prepared by the
Contractor in Performing including but not limited to, documents, data, plans, books,
computations, drawings, specifications, notes, reports, records, estimates, summaries,
memoranda and correspondence, kept or stored in any form.

kk. Replacement Deliverable

Any new Deliverable that replaces a previously accepted Deliverable.

ll. Services
The labor or work, necessary or appropriate for the Contractor to Perform.
mm. Service Level Agreement (SLA)
The description set forth in Exhibit A of the service level and maintenance and support
agreement or those performance standards, response times and associated obligation between
the parties, that may be set forth in this Contract or in a Statement of Work as applicable.

nn. Solicitation
A State request, in whatever form issued, inviting bids, proposals or quotes for Deliverables,
typified by, but not limited to, an invitation to bid, request for proposal, requests for information or
request for quotes. The Solicitation and this Contract shall be governed by the statutes,
regulations and procedures of SOS. The Solicitation is incorporated into and made a part of this
Contract as if it had been fully set forth in it if, but only if, the Solicitation is in the form of an
invitation to bid, request for information or request for quotes. A Solicitation in the form of a
request for proposal is not incorporated into this Contract in its entirety, but, rather, it is
incorporated into this Contract only to the extent specifically stated in Exhibit A.

oo. Solicitation Response

A submittal in response to a Solicitation.

pp. Source Code

The Licensed Software, including all corresponding programmer’s comments, data files and
structures, headers, files, macros, annotations, and documentation.

qq. Specifications
Contractor’s published technical and non-technical detailed descriptions of each Deliverable’s
capabilities, or intended use or both, as more fully set forth in this Contract or a Statement of
Work, as applicable.

rr. Sprint
A set period of time during which a certain project task or activity is completed and then reviewed.

ss. State
The State of South Dakota, including SOS, and any office, department, board, council,
commission, institution or other agency of the State.

tt. Statement of Work (“SOW”)

Statement issued in connection with a Purchase Order for a Deliverable available under this
Contract which sets forth all work and payment requirements for Contractor's Performance in
connection with said Purchase Order.

uu. System
Contractor furnished or otherwise supplied Deliverables that collectively and in an integrated
fashion fulfill the Performance Criteria and the business and technical requirements of this
Contract or SOW, as applicable.
 vv. Term
The original term of this Contract plus any extensions exercised under this Contract.

ww. Termination
An end to this Contract prior to the end of its Term.

xx. Title
All ownership, title, licenses, rights and interest, including, but not limited to, perpetual use, of and
to the Deliverable.

yy. Upgrade
A change to the primary version number of the Licensed Software, generally providing additional
features or functionality.

zz. Update
A change to the Licensed Software to correct bugs or defects, patches, or changes to enable the
Licensed Software to operate on new or upgraded operating platforms.

aaa. User
A SOS representative that may access the System. User access will be subject to role-based
security implemented by the SOS’s Administrator.

bbb. User Acceptance Test

Those procedures that permit the State to authenticate and test the functionality of a Deliverable
with real world scenarios to determine if the Deliverable performs in accordance with this
Contract.

ccc. Warranty Period

The period commencing upon the Acceptance Date for the System for the longer of 6 months or a
full election cycle, which includes a primary and general election.

2. Term of Contract; Contract Extension

This Contract will be in effect from the date approved by the SD SOS (June 3, 2024) through the
completion of the Warranty Period. The parties, by mutual agreement, may extend this Contract for
additional terms beyond the Term, prior to Termination or expiration, one or more times for a
combined total period not to exceed the complete length of the original Term, but only in accordance
with the Section in this Contract concerning Contract amendments.

3. Description of Deliverables
The Contractor shall Perform as set forth in Exhibit A, which sets forth and describes the Deliverables
and the SLA that are to be provided or made available to the State under this Contract or in a
 Statement of Work, as applicable, and the specific requirements and terms applicable to those
Deliverables.

4. Deliverables
Contractor shall sell, transfer, convey and license, as appropriate, to the State each Deliverable and
Perform in accordance with this Contract and the Statement of Work, as applicable. The Deliverables
are set forth in accordance with Exhibit A and shall be acquired (via license, where applicable,) through
duly issued Purchase Orders.

a. Any Purchase Order accepted by Contractor is subject to the terms of this Contract and shall
remain in effect until SOS accepts full Performance of all Deliverables contained in the applicable
Purchase Order, unless terminated sooner under the terms of this Contract. Neither party shall
be bound by any additional substantive terms that may appear in any Purchase Order. If a
Purchase Order includes any such terms, then they shall be void ab initio and have no effect.

b. Notwithstanding any other provision of this Contract, Contractor shall not make any material
change to the Deliverables that alters the nature or scope of the Deliverables or their intended
use without the prior written consent of SOS. SOS shall not give its consent unless the changed
Deliverables are of a similar nature and have a similar use as the original Deliverables.

c. No additions to or reductions in the Deliverables and prices for work completed in the
Performance of any Purchase Order shall be permitted unless the SOS issues a change order
in accordance with this Contract.

The SOS shall issue a Purchase Order when acquiring any Deliverable or Service available under
this Contract and, if appropriate, a Statement of Work mutually acceptable to the SOS and the
Contractor.

5. Price Schedule, Payment Terms and Billing and Price Adjustments

a. Price Schedule. Price Schedule under this Contract is set forth in Exhibit B.

b. Payment Terms and Billing:

1. Payment shall be made only after Acceptance of the System or Deliverables, as applicable,
and after SOS receives a properly completed invoice. Unless otherwise specified in this
Contract, payment shall be due within thirty (30) days after Acceptance. The invoice shall
include detailed information for the Accepted Deliverables. Any late payment charges shall
be calculated in accordance with the South Dakota General Statutes.

c. Price Adjustments

Software pricing shall remain firm for the duration of the Contract. Software license and support may
increase by up to 5% annually for the duration of this contract.

6. Payments and Credits

a. The SOS shall pay for Deliverables only upon Acceptance pursuant to this Contract and a SOW,
as applicable, and receipt of a properly documented invoice from the Contractor. At the SOS’s
request, Contractor shall submit to the SOS such documentation as the SOS deems it to be
necessary or appropriate to justify and support the Performance detailed in any invoice, prior to
the SOS approving the invoice for payment.

b. The SOS shall pay Contractor upon Acceptance within net thirty (30) days after acceptance
of the Goods or Services and receipt of Contractor’s properly documented invoice and
 supporting detail, whichever is the later date.

c. Contractor shall furnish separate invoices for each Purchase Order and shall itemize each
charge included in each invoice as a separate line item.

7. Cost Modifications
The parties may agree to a reduction in the cost of this Contract (with a corresponding reduction in
work to be performed and or Deliverables) at any time during which this Contract is in effect. Without
intending to impose a limitation on the nature of the reduction, the reduction may be hourly, staffing
or unit costs, the total cost of this Contract or the reduction may take such other form as the State
deems to be necessary or appropriate.

8. Order and Delivery

Subject to completion of the detail requirements gathering process, the Contractor shall Perform in
accordance with Exhibit A and at the prices set forth in Exhibit B.

Subject to the Sections in this Contract concerning Force Majeure, Termination and Open Market
Purchases, this Contract shall bind the SOS to order the Deliverables from the Contractor, and to pay
for the accepted Deliverables in accordance with Exhibit B.

9. Purchase Orders
This Contract itself is not an authorization for the Contractor to begin Performance in any way. The
Contractor may begin Performance only after it has received a duly issued Purchase Order against
this Contract for Performance.

The SOS shall issue a Purchase Order against this Contract directly to the Contractor and to no other
party.

All Purchase Orders shall be in written or electronic form, bear the Contract number (if any) and
comply with all other State and SOS requirements, particularly the SOS’s requirements concerning
procurement. Purchase Orders issued in compliance with such requirements shall be deemed to be
duly issued.

A Contractor Performing without a duly issued Purchase Order in accordance with this Section
does so at the Contractor’s own risk.

The SOS may, in its sole discretion, deliver to the Contractor any or all duly issued Purchase Orders
via electronic means only, such that the SOS shall not have any additional obligation to deliver to the
Contractor a “hard copy” of the Purchase Order or a copy bearing any hand-written signature or
other “original” marking.

10. Time of the Essence

Time is of the essence with respect to all provisions of this Contract that specify a time for
Performance by either Party; provided, however, that this provision shall not be construed to limit or
deprive either party of the benefits of any grace or use period allowed in this Contract.

11. Waiver
No waiver of any Breach of this Contract shall be interpreted or deemed to be a waiver of any other
or subsequent Breach. All remedies afforded in this Contract shall be taken and construed as
 cumulative, that is, in addition to every other remedy provided in this Contract or at law or in equity.

A party’s failure to insist on strict performance of any provision of this Contract shall only be
deemed to be a waiver of rights and remedies concerning that specific instance of Performance and
shall not be deemed to be a waiver of any subsequent rights, remedies, or Breach.

12. Deliverable Evaluation, Acceptance and Ownership

Any Deliverable furnished by Contractor under the terms of this Contract will be subject to User
Acceptance Testing. User Acceptance Testing (UAT) for each Deliverable begins as of the date the
SOS notifies the Contractor in writing that the Deliverable provided for UAT meets Acceptance Criteria
and has been successfully delivered and/or installed in the development and testing computer
environments. The following procedures will apply during UAT:

i. The SOS shall provide Contractor with (a) written notice of Acceptance of the
Deliverable or (b) a written statement which identifies in reasonable detail, with
references to the applicable requirements, the deficiencies preventing
Acceptance.

ii. Subject to State Responsibilities herein, Contractor shall complete documented

corrective actions to make the Deliverable conform in all material respects to the
applicable specifications within a mutually agreed upon time-period by the parties
in writing. The SOS shall review the corrected Deliverable and notify Contractor in
writing of acceptance or rejection in accordance with the foregoing provisions of
this Section.

a. The Acceptance Date for a Deliverable shall be the date of written notice of Acceptance of
the Deliverable from SOS to Contractor.

b. After Acceptance by the SOS of each of the Deliverables required under Exhibit A or a SOW, as
applicable, the SOS shall, subject to the State Responsibilities and the SOW perform UAT on
the System for Acceptance prior to implementing the System in the SOS’s production
environment. If UAT for the System is successfully completed, the SOS shall in writing notify the
Contractor of the SOS’s Acceptance of the System, and the date of such notice will be the
Acceptance Date for the System.

c. If requested by Contractor, SOS shall complete Contractor’s acceptance certificate, in a form

reasonably acceptable to SOS, so long as such certificate does not amend, alter or modify in
any way the terms of this Contract.

d. The State shall own all Deliverables provided by Contractor under this Contract, subject to
subparagraph g) below, and shall have the right to use, alter, modify for non-commercial
purposes any Deliverable acquired under this Contract including any and all configuration,
programming, inventions or improvements to computer programs or base software or both,
specifically developed by the Contractor and paid for by the SOS pursuant to this Contract.

e. Notwithstanding anything contained herein, Contractor shall own all enhancements to the
Contractor IP, including any such inventions or improvements to Contractor IP for State’s
own purposes. Nothing in this provision shall be construed as transferring to the State any
ownership interest or rights to Contractor IP.
f. Contractor shall have no restriction in utilizing, marketing to sell and or licensing the
Contractor IP to other third parties.
g. To the extent Contractor, or its successor in interest, ceases to exist, Contractor shall assign
to SOS its rights to the software designed specifically for SOS.
h. If the relationship between Contractor and SOS terminates, the State shall maintain a
perpetual limited license to use and maintain the System in its latest version as delivered to
the State; however, Contractor shall have no obligation to service and or maintain said
System in any manner. For avoidance of any doubt, the State shall only have the right to
 modify the source code of the System, upon the occurrence of said termination with no
existing contractual relationship with the Contractor. State acknowledges that it shall not use
the System for any commercial purposes.

i. The State shall have a nonexclusive, nontransferable, limited perpetual license (during the term)
to use (without the right to sublicense) Contractor IP in connection with the State’s business
needs and operations if Contractor IP is provided to the State by Contractor in order to Perform
any Services or provide any Deliverables required under this Contract.

j. If any Deliverable becomes the actual or prospective subject of any patent, copyright, license or
proprietary rights claim or proceeding, Contractor shall do one or more of the following at the
option of Contractor:

i. Modify the Deliverable or substitute another equally suitable Deliverable (provided that the
function of the modified or substitute Deliverable equals or exceeds that of the original
Deliverable);

ii. Obtain for the SOS the right to continued use of the Deliverable; or

iii. If neither 1 nor 2 above is commercially reasonable, SOS shall discontinue use of the
Deliverable subject to such claim or proceeding and the Contractor shall refund the SOS the
fees paid for the Deliverable.

Each party reserves for itself all proprietary rights not expressly granted to the other. Contractor shall
not be limited in developing, using or marketing services or products which are similar to the
Deliverables or Services provided under this Contract.

13. States License Rights during the term of the Contract:

Subject to the terms and conditions of this Contract and for so long as Contract is in effect, Contractor
grants to State a personal, nonexclusive, nontransferable, and limited license to use the Contractor IP
for the System. With this right to use, Contractor will provide State, and State will be permitted to use,
only the run-time executable code and associated support files of the software for State’s internal
requirements as part of the System. Only State and its authorized employees, agents or contractors
may use or access the System.

State may not modify or copy the System. State shall not cause or permit the adaptation, conversion,
reverse engineering, disassembly, or de-compilation of any software or attempt to derive the source
code thereof, subject only to the limited event set forth in Section 11 above.

The use, duplication, reproduction, release, modification, disclosure, or transfer of the System or
related software is restricted in accordance with the terms and conditions contained in this Contract. All
other use is prohibited. By using or receiving the System, the user agrees to the terms and conditions
contained in this Contract including the terms and conditions contained in this paragraph.

The Contractor represents that the design of the System and the software, and any and all related
patents, copyrights, trademarks, service marks, trade names, documents, logos, software, microcode,
firmware, information, ideas, concepts, know-how, data processing techniques, documentation,
diagrams, schematics, equipment architecture, improvements, code, source code, object code,
application data files, updates, trade secrets and material are the property of Contractor and its
licensors.

These provisions shall not modify the States rights under Section 12h , which shall govern upon
termination of State’s relationship with Contractor.
14. Data: Access and Ownership

Access to Contract and State Data

The Contractor shall provide to the SOS access to any data concerning the Contract and the
SOS that are in the possession or control of the Contractor upon demand and shall provide the
data to the SOS in a format prescribed by the SOS and the State Auditors of Public Accounts at
no additional cost.

Ownership of Data

All ownership, title, licenses, proprietary rights and interest (including, but not limited to, perpetual
use) (for purposes of this Ownership of Data Section, collectively, “Title”) of and to any and all
data, ("Data") that is uploaded, collected, stored, held, hosted, located or utilized by the SOS or
Contractor and Contractor Parties directly or indirectly in connection with this Contract at all times
is and will always remain vested in the State. At no time will Contractor have Title to such Data,
wherever located.

At no cost to the State, the Contractor and Contractor Parties shall, no later than thirty (30) days
after (i) receiving a written request from the SOS or (ii) Termination for any reason, deliver and
transfer possession to the SOS all of the Data, in a format acceptable to the State.

At no cost to the State, the Contractor and Contractor Parties shall, no later than thirty (30) days,
unless otherwise mutually agreed to in writing by the Parties, after (i) receiving a written request
from the SOS, (ii) receiving final payment from the SOS, or (iii) Termination for any reason, over-
write and securely delete all of the Data, such that the Data will be expunged in a manner to make
retrieval of the Data impossible.

The Contractor’s failure to deliver and transfer possession of the Data to a duly authorized agent
of the SOS shall constitute, without more, a de facto breach of this Contract. Consequently, the
Contractor shall indemnify and hold harmless the SOS and the State, as appropriate, for any and
all damages, costs and expenses associated directly or indirectly with such failure. The damages,
costs and expenses shall include, but not be limited to, those resulting from any corresponding
contracting for credit or identity protection services, or both, and from any subsequent non-State
use of any Data. If Contractor Parties will Perform for any purpose under this paragraph, the
Contractor represents and warrants that it shall cause each of the Contractor Parties to so Perform
and that each has vested in the Contractor plenary authority to cause the Contractor Parties to
Perform. For purposes of this Ownership of Data Section, “Perform” shall include, but not be
limited to, the obligations relating to the sale, transfer of Title, removal, and transfer of possession
of the Data and indemnifying and holding harmless the SOS and the State. The Contractor on its
own behalf and on behalf of the Contractor Parties shall also provide, no later than 30 days after
receiving a request by the SOS, such information as the SOS may identify to ensure, inthe SOS’s
sole discretion, compliance with the provisions of this Ownership of Data Section. This
Ownership of Data Section survives Termination.

15. Change Order Within Scope

The SOS may, at any time, with thirty (30) calendar days' advance written notice to Contractor,
request changes to the Deliverables that come within the scope of the Contract or the SOW, as
applicable subject to the payment of additional fees. Contractor shall not deny or delay approving the
request. The request may include, but is not limited to, modifications or other changes required to
correct System deficiencies, and changes required by new or amended State or federal laws and
regulations or both that are included in the Deliverables in Exhibit A. Contractor shall make any
changes to the Deliverables that are required due to Deliverable deficiencies or failure in accordance
with the requirements of this Contract, without charge. Contractor shall at its sole cost and expense
conduct any investigation necessary to determine the source of the problem requiring the change.
No additions or reductions in the Deliverables and prices for work completed in the Performance of
 any Purchase Order shall be permitted unless the SOS issues a change order in accordance with
this Section.

16. Maintenance and Support

a. Contractor represents and warrants that after Acceptance of the System by the SOS and
throughout the duration of the Warranty Period, Contractor shall provide the following
maintenance and support services at additional cost:

i. Assistance in accordance with the requirements of Exhibit A; or a SOW as applicable;

ii. Improvements related to any and all Deliverables; and

iii. Improvements to any and all Deliverables to cause each Deliverable to operate under new
versions or releases of the operating system(s), database system(s), application servers or
report servers that comprise the SOS’s computer operating environment.

b. Upon expiration of the Warranty Period, maintenance and support and on-going services shall be
provided by the Contractor on an annual basis if requested by the SOS and identified in Exhibit
B, Price Schedule. Contractor shall invoice the SOS in accordance with Exhibit B, Price
Schedule.

c. Provided the SOS is current on its maintenance and support and on-going services payments,
the Contractor shall provide Services itemized in a SOW in addition to the following:

i. Assistance in accordance with the requirements of Exhibit A; or a SOW as applicable;

ii. Improvements to any and all Deliverables to cause each to operate under new versions or
releases of the operating system(s), database system(s), application servers or report
servers that comprise the SOS’s computer operating environment at no additional cost.

d. Contractor shall provide a complete list of any platform requirements and specifications to provide
technical support services.

e. The SOS shall provide Contractor full and free access to each Deliverable for the limited
purpose of providing Services required under this Contract, subject to the SOS’s and the
applicable Site’s access policies.

f. Upon conclusion of the Term, provided State is in compliance with the Contract,
Contractor and State intend to enter into a Software License and Maintenance Agreement
which will set forth the parties continuing obligations in order for the State to maintain a
limited license (as further described within this Contract) to use the System.

17. Project Personnel

a. The parties shall complete, date and sign a project team member list identifying Key Contractor
Personnel assigned to the project and attach the list to the applicable Purchase Order or SOW, or
both. Contractor shall not remove any Key Contractor Personnel except in accordance with the
following:

i. If one or more of the Key Contractor Personnel, for any reason, becomes or is expected to
become unavailable for work for a continuous period exceeding 10 Business Days, or is
expected to devote substantially less effort to the work than anticipated at the time that they
were approved as Key Contractor Personnel, then the Contractor shall, subject to the
concurrence of the Project Administrator, replace that Key Contractor Personnel with
 personnel of at least equal ability and qualifications no later than 5 Business Days after being
notified or becoming aware of the Key Contractor Personnel's actual or expected
unavailability or the date agreed upon by the Project Administrator, whichever is earlier.

ii. For any reason, the SOS may demand, in writing, that the Contractor either remove one or
more Key Contractor Personnel, or, remove the Key Contractor Personnel and provide a
substitute. The request may, but need not, provide a detailed explanation of the
circumstances for the proposed removal. The Contractor shall deliver the resumes of the
proposed substitute Key Contractor Personnel to the Project Administrator for consideration
within 5 Business Days of receiving the substitution request. The Project Administrator shall
notify the Contractor of approval or disapproval in writing within 5 Business Days of receiving
the resumes. Once the SOS approves, the Contractor shall make the change in the Key
Contractor Personnel within 5 Business Days of the approval.

iii. Time is of the essence in the removal process of Key Contractor Personnel. Accordingly, the
Contractor shall do and perform all acts and things that are necessary or appropriate in order
to minimize or eliminate disruptions to the Performance.

b. If the project team member list will change, then the parties shall date and sign a revised project
team member list to reflect any changes to the Key Contractor Personnel. The parties will do so
no later than ten (10) Business Days after the effective date of the change and the parties will
indicate on the revised list that such revised list supersedes the list being revised. The revised
list will be deemed to be attached to the Purchase Order or SOW, or both, as of the date that the
last party signs it, without any further act necessary of either party.

c. If any Key Project Personnel are found to be residing in, teleworking from, contracting with, or
have any form of citizenship, membership, or employment in a prohibited entity as defined in
SDCL 5-18A-1(19A), they will be removed from the project and the SOS office notified of the
discovery.

18. Working and Labor Synergies

The Contractor shall be responsible for maintaining a tranquil working relationship between the
Contractor work force, the Contractor Parties, their work force, State employees, and any other
contractors present at the work site. The Contractor shall quickly resolve all labor disputes which
result from the Contractor's or Contractor Parties’ presence at the work site, or other action under
their control. Labor disputes shall not be deemed to be sufficient cause to allow the Contractor to
make any claim for additional compensation for cost, expenses or any other loss or damage, nor shall
those disputes be deemed to be sufficient reason to relieve the Contractor from any of its obligations
under this Contract.

19. Background Checks

The Contractor and Contractor Parties shall cooperate fully as necessary or reasonably requested
with the State and its agents in connection with such background checks.

20. Other Warranties

Contractor warrants that:

a. Each Deliverable installed by Contractor, an authorized agent of Contractor or installed by SOS

in accordance with Contractor’s instructions, will function according to the Specifications and
Performance Criteria on the Acceptance Date for such Deliverable;

b. Contractor shall provide each Deliverable within the time frames established under this Contract
or a SOW, as applicable.
 c. Subject to the terms of the license agreement which the parties herein intend to execute after
the successful completion of this Contract, Contractor does not exclude or modify the express
warranties of merchantability and fitness for a particular purpose concerning the Deliverables.

21. System Warranties

a. Contractor represents and warrants that the System shall conform to this Contract, the
Specifications, Performance Criteria, Documentation and as applicable, the SOW and that it shall
be free from defects in material and workmanship upon the Acceptance Date of the System and
through the Warranty Period, unless the Contract is Terminated earlier.

b. During the Warranty Period, Contractor shall, at no charge, make Improvements to the
Deliverables as necessary to maintain ongoing System reliability in accordance with the
Specifications, Performance Criteria, Documentation, and as applicable, the SOW.

22. Contractor Guaranties and Implied Warranties

a. Contractor shall:

i. Perform fully under this Contract;

ii. Guarantee the Goods or Services against defective material or workmanship and to repair any
damage or marring occasioned in transit or, at the SOS’s option, replace them;

iii. Furnish adequate protection from damage for all work and to repair damage of any kind, for
which its workers are responsible, to the Site, Goods, the Contractor’s work, or that of
Contractor Parties;

iv. With respect to the provision of Services, pay for all permits, licenses and fees and give all
required or appropriate notices.

v. Adhere to all Contractual provisions ensuring the confidentiality of Records that the Contractor
has access to and are exempt from disclosure under the State’s Freedom of Information Act or
other applicable law; and

23. Breach
a. If one party (the “Non-breaching Party”) determines that the other (the “Breaching Party”) has
failed to comply with any of the Breaching Party’s corresponding Contract obligations (a
"Breach"), then the Non-Breaching Party shall provide written notice of such failure specifying
the breach in detail to the Breaching Party in accordance with this Contract. The Non-
breaching Party must provide the Breaching Party an opportunity to remedy the Breach within
thirty (30) calendar days from the date of the notice. However, if Contractor is the Breaching
Party, then the SOS may set forth any remedy period in the notice, so long as that period is
otherwise consistent with the provisions of this Contract. The period set forth in the notice is
known as the “Remedy Period.” The Non- Breaching Party shall extend the Remedy Period if
it is satisfied that the Breaching Party is making a good faith effort to remedy the Breach, but
the nature of the Breach is such that it cannot be remedied within the Remedy Period.

b. If the SOS determines that the Contractor has committed a Breach, then the SOS may require
the Contractor to, and Contractor shall, prepare and submit to the SOS a CAP in connection with
the identified Breach. Contractor shall provide in the CAP a detailed explanation of the
deficiencies and other factors that contributed to the cited Breach, Contractor’s assessment, or
diagnosis of Breach (identifying the deficiencies and factors in reasonable detail, with references
to the applicable Specifications), and a specific proposal to remedy or resolve the Breach.
Contractor shall submit the CAP to the SOS within fifteen (15) Business Days following the
SOS’s request for the CAP for the SOS’s review and approval. Within fifteen (15) Business Days
of receiving the CAP, the SOS must either approve the CAP, or reject it by delivering to
 Contractor a written explanation for the rejection. If the SOS fails to accept or reject the CAP
within the fifteen (15) Business Days, then the CAP is deemed to have been approved, without
more. The SOS’s explanation for the rejection must include suggestions for changes to the CAP
and the Contractor shall address the suggestions in such a manner to make it likely that the SOS
will approve the CAP when the Contractor re-submits it to the SOS for review and approval. If the
SOS rejects a CAP, then the parties will repeat this submittal and review process until the earliest
of one of the following: (1) the SOS accepts a CAP, (2) the SOS waives its right to receive a
CAP, (3) Contractor remedies the Breach, (4) the SOS waives the Breach, or (5) the SOS makes
a determination to Terminate this Contract. After the first rejection, each of the parties will have
(5) Business Days, instead of (10) Business Days, within which to review the CAP. Each
subsequent revision and review will be for up to (3) Business Days each instead of (10) or (5)
Business Days.

c. If the SOS determines that the Contractor has Breached this Contract, then the SOS may only
withhold payment in the amounts which specifically relate to the specified breach pending
resolution of the Performance issue, provided that the SOS notifies Contractor in writing prior to
the date that the payment would have been due.

d. For purposes of the SOS determining whether there is a Breach under this Contract, or whether
any statement in the Representations and Warranties Section of this Contract is false or
misleading, the parties deem the Acts of the Contractor Parties to be the Acts of the Contractor
itself, as if the Contractor itself was the subject of the Acts which the SOS considers in
determining if there was a Breach, or an instance of false or misleading statements, or both.

e. Should Contractor determine that SOS has breached this contract, and thereafter SOS fails to
cure the Breach in accordance with subsection “a” of this section, Contractor will be entitled to
assert its claim against SOS for up to the total value of the contract less amounts paid..

f. The written notice of the Breach may include an effective Termination date. If the Contractor is
not making progress toward remedying the identified Breach, unless otherwise modified by the
Non- breaching Party in writing before such date, no further action shall be required of any
party to effect the Termination as of the stated date. If the notice does not set forth an effective
Termination date, then the Non-breaching Party shall provide the Breaching Party no less than
twenty-four (24) hours' prior written notice before terminating this Contract.

g. Notwithstanding any provisions in this Contract, SOS may terminate this Contract with no
Remedy Period for Contractor’s Breach or violation of any of the representations or warranties in
this Contract that cannot be cured and revoke any consent to assignments given as if the
assignments had never been requested or consented to, without liability to Contractor or
Contractor Parties or any third party. Termination under this Breach section is subject to the
provisions of the Termination Section of this Contract. In case of such revocation or Termination,
the SOS will have no liability or responsibility to Contractor or Contractor Parties or any third
party, or any of them, resulting from the Termination or revocation.

h. None of the State’s rights under this Breach Section diminishes the State’s rights under the
Termination Section of this Contract.

i. The waiver by either party of a breach or violation of any provision of this Contract shall not
operate as, or be construed to be, a waiver of any subsequent breach of the same or other
provision of this agreement.

24. Termination
a. Notwithstanding any provisions in this Contract, SOS, through a duly authorized employee, may
Terminate this Contract whenever SOS makes a written determination that such Termination is
in the best interests of the State. SOS shall notify the Contractor in writing of Termination
pursuant to this Section, which notice shall specify the effective date of Termination and the
 extent to which the Contractor must complete its Performance under this Contract prior to such
date.

b. Notwithstanding any provisions in this Contract, either party, through a duly authorized employee,
may, after making a written determination that the other party has Breached this Contract and has
failed to remedy the Breach, Terminate this Contract in accordance with the Breach Section of
this Contract.

c. Notices of Termination must be sent certified in accordance with the Notice Section of this
Contract. Upon receiving the Termination notice from SOS, the Contractor shall immediately
modify or discontinue all Performance affected in accordance with the terms of the notice,
undertake commercially reasonable efforts to mitigate any losses or damages and deliver to SOS
(as directed in the notice) all Records. The Records are deemed to be the property of the State
and the Contractor shall deliver them to SOS (as directed in the notice) no later than thirty (30)
days after the Termination of this Contract or fifteen (15) days after the Contractor receives a
written request from SOS for the Records. The Contractor shall deliver those Records that exist
in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not
limited to, ASCII or .TXT.

d. Except for any work which SOS directs the Contractor to Perform in the notice prior to the
effective date of Termination, and except as otherwise provided in the notice, the Contractor shall
terminate or conclude all existing subcontracts and purchase orders and shall not enter into any
further subcontracts, purchase orders or commitments The State shall pay Contractor in full for
all services and Deliverables as of the effective date of Termination less any additional costs to
the State because of Contractor’s breach, subject to Acceptance of the Performance. The SOS
shall, within thirty (30) days of the effective date of Termination for any reason, reimburse the
Contractor for its Performance rendered and accepted by the SOS in accordance with Exhibit A
or a SOW, as applicable, in addition to all actual and reasonable costs incurred after Termination
in completing those portions of the Performance which the notice required the Contractor to
complete. However, the Contractor is not entitled to receive, and the SOS will not tender to the
Contractor any payments for anticipated or lost profits. Upon request by the SOS, the Contractor
shall assign to the SOS, or any replacement contractor which the SOS designates, all
subcontracts, Purchase Orders and other commitments, deliver to the SOS all Records and other
information pertaining to its Performance, and remove from State premises, whether leased or
owned, all of Contractor’s property, equipment, waste material and rubbish related to its
Performance, all as SOS (as directed in the notice) may request.

e. Upon Termination of this Contract, all rights and obligations shall be null and void, so that no
party shall have any further rights or obligations to any other party, except with respect to the
Sections which survive Termination. All representations, warranties, agreements, and rights of the
parties under this Contract shall survive such Termination to the extent not otherwise limited in
this Contract and without each one of them having to be specifically mentioned in this Contract.

f. Termination of this Contract pursuant to this Section shall not be deemed to be a Breach of
contract by SOS.

25. Continued Performance

The Contractor and Contractor Parties shall continue to Perform their obligations under this Contract
while any dispute concerning this Contract is being resolved

26. Setoff
The State, in its sole discretion, may setoff and withhold any costs or expenses including, but not
limited to, costs or expenses such as overtime, that the State incurs resulting specifically from the
Contractor's specified unexcused Breach under this Contract and under any other agreement or
 arrangement that the Contractor has with the State. State shall not setoff or withhold unless it
provided Contractor with the specified unexcused Breach with an opportunity to cure pursuant to the
terms of the Contract.

27. Cross-Default
a. f the Contractor or Contractor Parties Breach, default or in any way fail to Perform satisfactorily
under this Contract, then SOS may, in its sole discretion, without more and without any action
whatsoever required of the State, treat any such event as a breach, default, or failure to perform
under any or all other agreements or arrangements (“Other Agreements”) that the Contractor or
Contractor Parties have with SOS. Accordingly, SOS may then exercise at its sole option any
and all of its rights or remedies provided for in this Contract or Other Agreements, either
selectively or collectively and without such election being deemed to prejudice any rights or
remedies of SOS, as if the Contractor or Contractor Parties had suffered a breach, default, or
failure to perform under the Other Agreements.

b. If the Contractor or Contractor Parties breach, default or in any way fail to Perform satisfactorily
under any or all Other Agreements with SOS or the State, then SOS may, in its sole discretion,
without more and without any action whatsoever required of the State, treat any such event as a
breach, default or failure to Perform under the Contract. Accordingly, the State may then exercise
at its sole option any and all of its rights or remedies provided for in the Other Agreements or this
Contract, either selectively or collectively and without such election being deemed to prejudice
any rights or remedies of SOS or the State, as if the Contractor or Contractor Parties had
suffered a breach, default, or failure to Perform under this Contract.

28. Sovereign Immunity

The parties acknowledge and agree that nothing in this Contract shall be construed as a modification,
compromise, or waiver by the State of any rights or defenses of any immunities provided by federal
law or the laws of the State of South Dakota to the State or any of its agencies, or officers and
employees, which they may have had, now have or will have with respect to all matters arising out of
this Contract. To the extent that this Section conflicts with any other Section, this Section shall
govern.

29. Representations and Warranties

Contractor represents and warrants to the State for itself and, as applicable, the Contractor Parties
that:

a. each is a duly and validly existing under the laws of each such entity’s respective states of
organization and authorized to conduct business in the State of South Dakota in the manner
contemplated by this Contract. Further, as appropriate, each has taken all necessary action to
authorize the execution, delivery and Performance of this Contract and have the power and
authority to execute, deliver and perform its obligations under this Contract;

b. each will comply with all applicable State and Federal laws and municipal ordinances in satisfying
its obligations to the State under and pursuant to this Contract.

c. the execution, delivery and Performance of this Contract will not violate, be in conflict with, result
in a Breach of or constitute (with or without due notice and/or lapse of time) a default under any of
the following, as applicable: (1) any provision of law; (2) any order of any court or the State; or
any indenture, agreement, document or other instrument to which it is a party or by which it may
be bound;

d. each is not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any governmental entity. Contractor
further agrees that it will immediately notify the State if during the term of this Agreement
Contractor or Contractor Parties become subject to debarment, suspension or ineligibility
from participating in transactions by the federal government, or by any state or local
 government department or agency;

e. as applicable, each has not, within the three years preceding the Effective Date of this Contract,
in any of their current or former jobs, been convicted of, or had a civil judgment rendered against
them or against any person who would Perform under this Contract, for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or Performing a transaction or
contract with any governmental entity. This includes, but is not limited to, violation of federal or
state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records or property, making false statements, or receiving stolen property;

f. each is not presently indicted for or otherwise criminally or civilly charged by any governmental
entity with commission of any of the offenses listed above;

g. they have notified SOS in writing whether they have had any contracts with any governmental
entity Terminated for cause within the three (3) years preceding the Effective Date;

h. none has employed or retained any entity or person, other than a bona fide employee working
solely for them, to solicit or secure this Contract and it has not paid or agreed to pay any entity or
person, other than a bona fide employee working solely for them, any fee, commission,
percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the
award or making of this Contract or any assignments made in accordance with the terms of this
Contract;

i. to the best of each entity’s knowledge, there are no Claims involving Contractor or Contractor
Parties that might reasonably be expected to materially adversely affect their businesses,
operations, assets, properties, financial stability, business prospects or ability to Perform fully
under this Contract;

j. each shall disclose, to the best of its knowledge, to the State in writing any Claims involving it that
would be required disclosure on Form 8-K of the Securities Exchange Act of 1934 no later than
ten (10) calendar days after becoming aware or after it should have become aware of any such
Claims. For purposes of the Contractor’s obligation to disclose any Claims to the State, the ten
(10) calendar days in the Section of this Contract concerning disclosure of Contractor Parties
litigation shall run consecutively with the ten (10) days provided for in this representation and
warranty;

k. each entity’s participation in the Solicitation process is not a conflict of interest.

l. the proposal submitted by Contractor in response to the Solicitation was not made in connection
or concert with any other person, entity or proposer, including any affiliate (as defined in the
Tangible Personal Property Section of this Contract) of the proposer, submitting a proposal for
the same Solicitation, and is in all respects fair and without collusion or fraud;

m. each is able to Perform under this Contract using their own resources or the resources of a party
who has not submitted a proposal;

n. if Contractor does not have plenary authority to make the representations and warranties in this
Section, as applicable, on behalf of Contractor Parties, then Contractor shall enter into a written
contract with Contractor Parties, in which contract Contractor Parties shall make all of the
applicable representations and warranties in this Section;

o. each has paid all applicable workers’ compensation second injury fund assessments concerning
all previous work done in South Dakota; they have a record of compliance with Occupational
Health and Safety Administration regulations without any unabated, willful, or serious violations;

p. none owes unemployment compensation contributions;

q. none is delinquent in the payment of any taxes owed, or, that they have filed a sales tax security
bond, and they have, if and as applicable, filed for motor carrier road tax stickers and have paid
 all outstanding road taxes;

r. all of each entity’s vehicles have current registrations and, unless such vehicles are no longer in
service, they shall not allow any such registrations to lapse; each Contractor Party has vested in
the Contractor plenary authority to bind the Contractor Parties to the full extent necessary or
appropriate to ensure full compliance with and Performance in accordance with all of the terms of
this Contract and that all appropriate parties shall also provide, no later than fifteen (15) days
after receiving a request from SOS, such information as SOS may require to evidence, in their
sole determination, compliance with this Section;

s. each either owns or has the authority to use all the Deliverables;

t. to the best knowledge of Contractor, the Deliverables do not infringe or misappropriate any
patent, copyright, trade secret or other intellectual property right of a third party;

u. to the best knowledge of Contractor, the SOS's use of any Deliverables in a manner consistent
with this Contract shall not infringe or misappropriate any patent, trade secret or other intellectual
property right of a third party;

v. if any party shall procure any Deliverables, they shall sublicense such Deliverables and that the
SOS shall be afforded the full benefits of any manufacturer or subcontractor licenses for the use
of the Deliverables; and

w. each shall assign or otherwise transfer to the SOS or afford the SOS the full benefits of any
manufacturer's warranty for the Deliverables, to the extent that such warranties are assignable or
otherwise transferable to the SOS.

30. Further Assurances

The parties shall provide such information, execute and deliver any instruments and documents and
take such other actions as may be necessary or reasonably requested by the other party which are
not inconsistent with the provisions of this Contract and which do not involve the vesting of rights or
assumption of obligations other than those provided for in this Contract, in order to give full effect to
this Contract and to carry out the intent of this Contract.

31. Advertising
The Contractor shall not refer to sales to the State for advertising or promotional purposes, including,
but not limited to, posting any material or data on the Internet, without SOS’ prior written approval.

32. Contractor Changes

The Contractor shall notify SOS in writing no later than ten (10) days from the effective date of any
change in:

a. its certificate of incorporation or other organizational document;

b. more than a controlling interest in the ownership of the Contractor; or

c. the individual(s) in charge of the Performance.

This change shall not relieve the Contractor of any responsibility for the accuracy and completeness
of the Performance. SOS, after receiving written notice by the Contractor of any such change, may
require such agreements, releases and other instruments evidencing, to SOS’ satisfaction, that any
individuals retiring or otherwise separating from the Contractor have been compensated in full or that
provision has been made for compensation in full, for all work performed under terms of this Contract.
The Contractor shall deliver such documents to SOS in accordance with the terms of SOS’ written
request. SOS may also require, and the Contractor shall deliver, a financial statement showing that
 solvency of the Contractor is maintained. The death of any Contractor Party, as applicable, shall not
release the Contractor from the obligation to Perform under this Contract; the surviving Contractor
Parties, as appropriate, must continue to Perform under this Contract until Performance is fully
completed.

33. Contractor Responsibility

a. The Contractor shall be responsible for the entire Performance under this Contract regardless of
whether the Contractor itself Performs. The Contractor shall be the sole point of contact
concerning the management of this Contract, including Performance and payment issues. The
Contractor is solely and completely responsible for adherence by the Contractor Parties to all
applicable provisions of this Contract.

b. The Contractor shall exercise all reasonable care to avoid damage to the State's property or to
property being made ready for the State's use, and to all property adjacent to any work site. The
Contractor shall promptly report any damage, regardless of cause, to the State.

34. State Responsibility

All Services performed by the Contractor include the State Responsibilities outlined and defined within
Exhibit A to ensure proper and timely completion of the same. The Contractor may adjust project scope,
deadlines, milestones, and Deliverables if SOS fails to remedy a Breach of its Exhibit A obligations during the
Remedy Period. Such an adjustment shall not be deemed to be a Breach on the part of Contractor.

35. Security and/or Property Entrance Policies and Procedures

Contractor shall adhere to established security and/or property entrance policies and procedures for
each SOS. It is the responsibility of Contractor to understand and adhere to the SOS’s policies and
procedures prior to entering the SOS Site to Perform under this Contract.

36. Disclosure of Contractor Parties Litigation

Contractor shall require that all Contractor Parties, as appropriate, disclose in writing to Contractor, to
the best of their knowledge, any Claims involving the Contractor Parties that might reasonably be
expected to materially adversely affect their businesses, operations, assets, properties, financial
stability, business prospects or ability to Perform fully under this Contract, no later than ten (10)
calendar days after becoming aware of or after they should have become aware of any such Claims.

37. Protection of Confidential Information

a. Contractor and Contractor Parties have a duty to and shall, at their own expense, protect from a
Confidential Information Breach any and all Confidential Information which they come to possess
or control, wherever and however stored or maintained, in a commercially reasonable manner in
accordance with the highest current industry standards and best practices, as they may be
amended from time to time.

b. Contractor and all Contractor Parties shall develop, implement, and maintain a comprehensive
written information security policy for the protection of Confidential Information that meets or
exceeds current industry standards and best practices as they may be amended from time to
time. The safeguards contained in the written information security policy must meet or exceed the
standards for the protection of Confidential Information, and information of a similar character, as
set forth in all applicable federal and State law and in written policy of SOS concerning the
confidentiality of Confidential Information. Such data-security program shall include, but not be
limited to, the following:

i. A security policy for employees related to the storage, access and transportation of data
containing Confidential Information;
 ii. Reasonable restrictions on access to records containing Confidential Information, including
access to any locked storage where such records are kept and an auditable electronic
system of logging and tracking the viewing, accessing or both of Confidential Information;

iii. A process for reviewing policies and security measures at least annually;

iv. Creating secure access controls to Confidential Information, including but not limited to
passwords; and

v. Encrypting of Confidential Information that is stored on laptops, portable devices, and storage
media or that is being transmitted electronically.

c. Contractor and Contractor Parties shall notify SOS as soon as practical, but no later than the
next Business Day, after they become aware of or suspect that any Confidential Information
which Contractor or Contractor Parties have come to possess or control has been subject to a
Confidential Information Breach. If a Confidential Information Breach has occurred which, in the
sole opinion of the SOS after consultation with the Attorney General, constitutes a breach of
security as defined in South Dakota Codified Law, or otherwise (Breach), the Contractor shall,
within three (3) Business Days after the notification, present a credit monitoring and protection
plan to the Secretary of the State for review and approval. Such credit monitoring and protection
plan shall be made available by the Contractor at its own cost and expense to all individuals
affected by the Confidential Information Breach. Such credit monitoring or protection plan shall
include, but is not limited to, reimbursement for the cost of placing and lifting one (1) security
freeze per credit file. Such credit monitoring or protection plans shall be approved by the State in
accordance with this Section and shall cover a length of time commensurate with the
circumstances of the Breach. Neither Contractor’s nor any Contractor Party’s costs and expenses
for the credit monitoring and protection plan shall be recoverable from SOS, or any State of
South Dakota entity or any affected individuals and shall be outside of any liability cap or
limitation contained in this Contract.

d. Contractor shall incorporate the requirements of this Section in all subcontracts requiring each
Contractor Party to safeguard Confidential Information in the same manner as provided for in this
Section.

e. Nothing in this Section shall supersede in any manner Contractor’s or Contractor Party’s
obligations pursuant to the provisions of this Contract concerning the obligations of the Contractor
to SOS
f. Contractor agrees to remove any employee or agent from performing work under this Agreement
that has or is suspected of having disclosed Confidential Information and to immediately notify
the State of such matter.

38. Confidentiality; Non-Disclosure

The State shall exercise at least the same degree of care to safeguard any trade secrets or
confidential information of Contractor as the State does its own property of a similar nature and shall
take reasonable steps to ensure that neither the confidential information of Contractor nor any part of
it will be disclosed for reasons other than its own business interests. Such prohibition on disclosures
does not apply to disclosures by the State to its employees, agents or representatives, provided such
disclosures are reasonably necessary to the State’s use of the Deliverable, and provided further that
the State will take all reasonable steps to ensure that the Deliverable is not disclosed by such parties
in contravention of this Contract. The State’s performance of the requirements of this Section shall be
subject to the State of South Dakota SDCL Chapter 1-27 Public Records and Files.

All Records, SOS Data, and any Data owned by the State in any form, in the possession of the
Contractor or Contractor Parties, whether uploaded, collected, stored, held, hosted, located or utilized
by Contractor and Contractor Parties directly or indirectly, must remain within the continental United
States.
39. Indemnification
a. Contractor shall indemnify, defend and hold harmless the State and its officers, representatives,
agents, servants, employees, successors and assigns from and against any and all (1) Claims
arising, directly or indirectly, in connection with this Contract for the acts of commission or
omission (collectively, the “Acts”) of the Contractor or Contractor Parties; and (2) liabilities,
damages, losses, costs and expenses, including but not limited to, attorneys’ and other
professionals’ fees, arising, directly or indirectly, in connection with Claims, Acts or this Contract.
Contractor shall use counsel reasonably acceptable to the State in carrying out its obligations
under this Section. Contractor’s obligations under this Section to indemnify, defend and hold
harmless against Claims includes Claims concerning confidentiality of any part of or all of the
Contractor’s bid, proposal or any Records, any intellectual property rights, other proprietary rights
of any person or entity, copyrighted or non-copyrighted compositions, secret processes, patented
or unpatented inventions, articles or appliances furnished or used in the Performance.

b. Contractor shall not be responsible for indemnifying, defending or holding the State harmless
from any liability arising due to the negligence of the State or any third party acting under the
direct control or supervision of the State. Nothing herein is intended to relieve the State from
its own negligence or misfeasance or for Contractor to assume any such liability on behalf of
the State.

c. Contractor shall reimburse the State for any and all damages to the real or personal property of
the State caused by the Acts of Contractor or any Contractor Parties. The State shall give
Contractor reasonable notice of any such Claims.

d. Contractor’s duties under this Section shall remain fully in effect and binding in accordance with
the terms of this Contract, without being lessened or compromised in any way, even where the
Contractor is alleged or is found to have merely contributed in part to the Acts giving rise to the
Claims or where the State is alleged or is found to have contributed to the Acts giving rise to the
Claims or both.

e. Contractor shall carry and maintain at all times during the Term of this Contract, and during the
time that any provisions survive the Term of this Contract, sufficient commercial general liability
insurance to satisfy its obligations under this Contract. Contractor shall name the State as an
additional insured on the policy and shall provide a copy of the policy to SOS prior to the Effective
Date of this Contract. Contractor shall not begin Performance until the delivery of the policy to
SOS. The State shall be entitled to recover under the insurance policy even if a body of
competent jurisdiction determines that the SOS or the State was contributorily negligent.

f. Limitation of Liability

Contractor’s liability to the State shall be limited to two (2) times the total amount paid or payable
to Contractor by the State under this Contract, including any amendments; except that, with
respect to this Contract under which multiple project awards are made, “amount paid or payable”
will mean the total amount paid or payable to the Contractor under the Purchase Orders and
applicable SOW for the Deliverable(s) or Service(s) for each project awarded to Contractor. The
limitation of liability in this subparagraph under this Section shall not limit Contractor’s liability for:

i. Any actual or alleged claim that the Deliverables or Services under this Contract infringe,
misappropriate, or otherwise violate any intellectual property rights, including copyright and
patent, by any software or other intangible deliverable, including open-source software that
may be included in the System, Deliverables, or Services provided under this Contract, or to
any other liability for infringement of third-party intellectual property rights;

ii. Claims arising against the State for bodily injury to persons or damage to real or tangible
personal property caused by Contractor’s negligence or willful misconduct;

iii. Contractor’s breach of its data security privacy obligations, including, without limitation, those
 obligations in this Contract; or

iv. Contractor’s gross negligence, fraud, or willful misconduct.

g. Neither party shall be liable for consequential, special, punitive, or incidental damages, or lost
profits from any cause under this Contract; however, the full value of the Contract and Exhibit
A shall not be deemed consequential, special, incidental, or lost profit damages for purposes
of Termination for Breach on the part of the State, but rather, actual damages.

h. This Section shall survive the Termination of this Contract and shall not be limited by reason of
any insurance coverage

40. Assignment
The Contractor shall not assign any of its rights or obligations under this Contract, voluntarily or
otherwise, in any manner without the prior written consent of SOS, which such consent shall not be
unreasonably withheld. SOS may void any purported assignment in violation of this Section and
declare the Contractor in breach of Contract. Any Termination by SOS for a breach is without
prejudice to SOS’s or the State’s rights or possible Claims.

41. Americans with Disabilities Act

Contractor represents that it is familiar with the terms of the Americans with Disabilities Act, 42 U.S.C.
§§12101 et seq, and that it is in compliance with the law. Failure of Contractor to satisfy this standard
either now or during the Term as it may be amended will render this Contract voidable at the option of
the State upon notice to Contractor. Contractor warrants that it will hold the State harmless from any
liability that may be imposed upon the State as a result of any failure of Contractor to be in
compliance with the Americans with Disabilities Act.

42. Executive Orders and Other Enactments

a. All references in this Contract to any Federal, State, or local law, statute, public or special act,
executive order, ordinance, regulation, or code (collectively, “Enactments”) shall mean
Enactments that apply to the Contract at any time during its term, or that may be made applicable
to the Contract during its Term. This Contract shall always be read and interpreted in accordance
with the latest applicable wording and requirements of the Enactments. Unless otherwise
provided by Enactments, the Contractor is not relieved of its obligation to Perform under this
Contract if it chooses to contest the applicability of the Enactments or the State’s authority to
require compliance with the Enactments.

43. Non-Discrimination
a. For purposes of this Section, the following terms are defined as follows:

i. "Commission" means the Commission on Human Rights and Opportunities;

ii. "Contract" and “contract” include any extension or modification of the Contract or
contract;
iii. "Contractor" and “contractor” include any successors or assigns of the Contractor or
contractor;
iv. "Gender identity or expression" means a person's gender-related identity, appearance or
behavior, whether or not that gender-related identity, appearance or behavior is different from
that traditionally associated with the person's physiology or assigned sex at birth, which
gender-related identity can be shown by providing evidence including, but not limited to,
medical history, care or treatment of the gender-related identity, consistent and uniform
assertion of the gender-related identity or any other evidence that the gender- related identity
is sincerely held, part of a person's core identity or not being asserted for an improper
 purpose;
v. “Good faith" means that degree of diligence which a reasonable person would exercise in the
performance of legal duties and obligations;
vi. "Good faith efforts" shall include, but not be limited to, those reasonable initial efforts
necessary to comply with statutory or regulatory requirements and additional or
substituted efforts when it is determined that such initial efforts will not be sufficient to
comply with such requirements;
vii. "Marital status" means being single, married as recognized by the state of South Dakota,
widowed, separated or divorced;
viii. "Mental disability" means one or more mental disorders, as defined in the most recent
edition of the American Psychiatric Association's "Diagnostic and Statistical Manual of
Mental Disorders", or a record of or regarding a person as having one or more such
disorders;
ix. "Minority business enterprise" means any small contractor or supplier of materials fifty- one
percent or more of the capital stock, if any, or assets of which is owned by a person or
persons: (1) who are active in the daily affairs of the enterprise, (2) who have the power to
direct the management and policies of the enterprise, and (3) who are members of a minority;
and
x. "public works contract" means any agreement between any individual, firm or corporation and
the State or any political subdivision of the State other than a municipality for construction,
rehabilitation, conversion, extension, demolition or repair of a public building, highway or
other changes or improvements in real property, or which is financed in whole or in part by
the State, including, but not limited to, matching expenditures, grants, loans, insurance or
guarantees.

For purposes of this Section, the terms “Contract” and “contract” do not include a contract where
each contractor is (1) a political subdivision of the state, including, but not limited to, a
municipality, unless the contract is a municipal public works contract or quasi-public agency
project contract, (2) any other state, including but not limited to any federally recognized Indian
tribal governments (3) the federal government, (4) a foreign government, or (5) an agency of a
subdivision, state or government described in the immediately preceding enumerated items (1),
(2), (3),or (4).

b. (1) The Contractor agrees and warrants that in the performance of the Contract such Contractor
will not discriminate or permit discrimination against any person or group of persons on the
grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, gender
identity or expression, status as a veteran, intellectual disability, mental disability or physical
disability, including, but not limited to, blindness, unless it is shown by such Contractor that such
disability prevents performance of the work involved, in any manner prohibited by the laws of the
United States or of the State of South Dakota; and the Contractor further agrees to take
affirmative action to ensure that applicants with job-related qualifications are employed and that
employees are treated when employed without regard to their race, color, religious creed, age,
marital status, national origin, ancestry, sex, gender identity or expression, status as a veteran,
intellectual disability, mental disability or physical disability, including, but not limited to, blindness,
unless it is shown by the Contractor that such disability prevents performance of the work
involved; (2) the Contractor agrees, in all solicitations or advertisements for employees placed by
or on behalf of the Contractor, to state that it is an "affirmative action equal opportunity employer"
in accordance with regulations adopted by the Commission; (3) the Contractor agrees to provide
each labor union or representative of workers with which the Contractor has a collective
bargaining Agreement or other contract or understanding and each vendor with which the
Contractor has a contract or understanding, a notice to be provided by the Commission, advising
the labor union or workers’ representative of the Contractor's commitments under this section
and to post copies of the notice in conspicuous places available to employees and applicants for
employment; (4) the Contractor agrees to comply with each provision of this Section ; and (5) the
Contractor agrees to provide the Commission on Human Rights and Opportunities with such
information requested by the Commission, and permit access to pertinent books, records and
accounts, concerning the employment practices and procedures of the Contractor as relate to the
provisions of this Section. If the contract is a public works contract, the Contractor agrees and
warrants that he will make good faith efforts to employ minority business enterprises as
 subcontractors and suppliers of materials on such public works projects.

c. Determination of the Contractor's good faith efforts shall include, but shall not be limited to, the
following factors: The Contractor's employment and subcontracting policies, patterns and
practices; affirmative advertising, recruitment and training; technical assistance activities and
such other reasonable activities or efforts as the Commission may prescribe that are designed to
ensure the participation of minority business enterprises in public works projects.

d. The Contractor shall develop and maintain adequate documentation, in a manner prescribed by
the Commission, of its good faith efforts.

e. The Contractor shall include the provisions of subsection (b) of this Section in every subcontract
or purchase order entered into in order to fulfill any obligation of a contract with the State and
such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by
regulations or orders of the Commission.

f. The Contractor agrees to comply with the regulations referred to in this Section as they exist on
the date of this Contract and as they may be adopted or amended from time to time during the
term of this Contract and any amendments thereto.

g. (1) The Contractor agrees and warrants that in the performance of the Contract such Contractor
will not discriminate or permit discrimination against any person or group of persons on the
grounds of sexual orientation, in any manner prohibited by the laws of the United States or the
State of South Dakota, and that employees are treated when employed without regard to their
sexual orientation; (2) the Contractor agrees to provide each labor union or representative of
workers with which such Contractor has a collective bargaining Agreement or other contract or
understanding and each vendor with which such Contractor has a contract or understanding, a
notice to be provided by the Commission on Human Rights and Opportunities advising the labor
union or workers' representative of the Contractor's commitments under this section, and to post
copies of the notice in conspicuous places available to employees and applicants for
employment; (3) the Contractor agrees to comply with each provision of this section; and (4) the
Contractor agrees to provide the Commission on Human Rights and Opportunities with such
information requested by the Commission, and permit access to pertinent books, records and
accounts, concerning the employment practices and procedures of the Contractor which relate
to the provisions of this.

h. The Contractor shall include the provisions of the foregoing paragraph in every subcontract or
purchase order entered into in order to fulfill any obligation of a contract with the State and such
provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by
regulations or orders of the Commission.

44. Force Majeure

a. The parties shall not be excused from their respective Contract obligations except in the case of
Force Majeure Events and as otherwise provided for in this Contract.
b. If a Force Majeure Event prevents a party from complying with any obligation or satisfying any
conditions under this Contract, then that failure to comply will not constitute a Breach if (A) that
party uses reasonable efforts to comply; (B) that party’s failure to comply is not due to its failure to
(i) take reasonable measures to protect itself against Force Majeure Events or (ii) develop and
maintain a reasonable contingency plan to respond to Force Majeure Events; and (C) that party
complies with its obligations under subsection (c) of this Section.

c. If a Force Majeure Event occurs, then the noncomplying party shall promptly notify the other party
of occurrence of that Force Majeure Event, its effect on its obligations under this Contract, and
how long the noncomplying party expects the noncompliance to last. Thereafter, the
noncomplying party shall update that information as reasonably necessary, or as the other party
may reasonably request, whichever is more frequent. During a Force Majeure Event, the
noncomplying party shall use reasonable efforts to limit damages to the other party and to
 resume complying with its Performance and obligations under this Contract.

d. Failure to provide written notice of any Force Majeure Event as soon as the failing party becomes
aware of it, or failure by the other party to Act in response to the notice, does not excuse any
delays or failures in Performance or obligations.

45. Notice
a. All notices, demands, requests, consents, approvals or other communications required or
permitted to be given or which are given with respect to this Contract (for the purpose of this
Section collectively called “Notices”) shall be deemed to have been affected at such time as the
notice is placed in the U.S. mail, first class and postage pre-paid, return receipt requested or
placed with a recognized, overnight express delivery service that provides for a return receipt
provided that notice of default or termination shall be sent by registered or certified mail. All such
Notices shall be in writing and shall be addressed as follows:

If to SOS:
South Dakota Secretary of State
Attn: Thomas J. Deadrick
500 E. Capitol Avenue
Pierre, SD 57501

If to the Contractor:

KNOWINK LLC
Attn: Kevin Schott
460 North Lindbergh
St. Louis Mo. 63141

Copy to:

YAAKOV Y. KLEIN, ESQ. | FRANKEL, RUBIN, KLEIN, PAYNE & PUDLOWSKI, P.C.
231 South Bemiston Avenue, Suite 1111 | Clayton, Missouri 63105

b. Details regarding invoices and all technical or day-to-day administrative matters pertaining to this
Contract shall be directed to:

SOS: The individual specified in the applicable Purchase Order.

Contractor: The individual designated by Contractor in the response to the Solicitation or as the
Contractor may otherwise designate in writing to the SOS.

46. Headings
The headings given to the Sections in this Contract are inserted only for convenience and are in no
way to be construed as part of this Contract or as a limitation of the scope of the particular Section to
which the heading refers.

47. CERTIFICATIONS
a. COMPLIANCE WITH EXECUTIVE ORDER 2020-01:

Executive Order 2020-01 provides that for contractors, vendors, suppliers or subcontractors with five
(5) or more employees who enter into a contract with the State that involves the expenditure of one
hundred thousand dollars ($100,000) or more, by signing this Agreement Contractor certifies and
agrees that it has not refused to transact business activities, has not terminated business activities,
and has not taken other similar actions intended to limit its commercial relations, related to the subject
 matter of this Agreement, with a person or entity that is either the State of Israel, or a company doing
business in or with Israel or authorized by, licensed by, or organized under the laws of the State of
Israel to do business, or doing business in the State of Israel, with the specific intent to accomplish a
boycott or divestment of Israel in a discriminatory manner. It is understood and agreed that, if this
certification is false, such false certification will constitute grounds for the State to terminate this
Agreement. Contractor further agrees to provide immediate written notice to the State if during the
term of this Agreement it no longer complies with this certification and agrees such noncompliance
may be grounds for termination of this Agreement.

b. COMPLIANCE WITH SDCL ch 5-18A:

Contractor certifies and agrees that the following information is correct:

The bidder or offeror is not an organization, association, corporation, partnership, joint

venture, limited partnership, limited liability partnership, limited liability company, or other
entity or business association, including all wholly-owned subsidiaries, majority-owned
subsidiaries, parent companies, or affiliates, of those entities or business associations,
regardless of their principal place of business, which is ultimately owned or controlled,
directly or indirectly, by a foreign parent entity from, or the government of, the People’s
Republic of China, the Republic of Cuba, the Islamic Republic of Iran, the Democratic
People’s Republic of Korea, the Russian Federation, or the Bolivarian Republic of Venezuela.

It is understood and agreed that, if this certification is false, such false certification will
constitute grounds for the purchasing agency to reject the bid or response submitted by the
bidder or offeror on this project and terminate any contract awarded based on the bid or
response, and further would be cause to suspend and debar a business under SDCL § 5-
18D-12.

The successful bidder or offeror further agrees to provide immediate written notice to the
purchasing agency if during the term of the contract it no longer complies with this certification
and agrees such noncompliance may be grounds for contract termination and would be cause
to suspend and debar a business under SDCL § 5-18D-12.

48. Funding

This Agreement depends upon the continued availability of appropriated funds and
expenditure authority from the Legislature for this purpose. If for any reason the Legislature
fails to appropriate funds or grant expenditure authority, or funds become unavailable by
operation of law or federal funds reductions, this Agreement will be terminated by the State
upon five (5) business days written notice. Contractor agrees that termination for any of these
reasons is not a default by the State nor does it give rise to a claim against the State or any
officer, agent or employee of the State, and Contractor waives any claim against the same.
49. Number and Gender
Whenever the context so requires, the plural or singular shall include each other and the use of any
gender shall include all genders.

50. Amendments, Supremacy, Entirety of Contract

No amendment to or modification of this Contract shall be valid or binding unless made in writing,
signed by the parties. Any and all Purchase Orders, Statements of Work or other documents
authorized in connection with this Contract shall be subject to the terms of this Contract. Any
additional terms within any such Purchase Order, Statement of Work, or other document that
contradict the terms of this Contract shall have no force or effect and shall in no way affect, change or
modify any of the terms of this Contract. This Contract contains the complete and exclusive statement
of the terms agreed to by the parties.

51. Severability
If any term or provision of this Contract or its application to any person, entity or circumstance shall,
to any extent, be held to be invalid or unenforceable, the remainder of this Contract or the application
of such term or provision shall not be affected as to persons, entities or circumstances other than
those as to whom or to which it is held to be invalid or unenforceable. Each remaining term and
provision of this Contract shall be valid and enforced to the fullest extent possible by law.

52. Risk of Loss and Insurance

The State shall not be liable to Contractor for any risk of Deliverable loss or damage while
Deliverables are in transit, or while in the SOS’s possession, except when such loss or damage is
due directly to the SOS’s negligence or intentional misconduct. Nothing in this Section is intended nor
shall it be construed, in any manner, as waiving or compromising the sovereign immunity of the State.

The insurance required by this Section shall be written on an occurrence basis as opposed to a
“claims made” basis and shall be on such forms, and contain such endorsements and terms, as shall
be acceptable to SOS.

Before commencing Performance, the Contractor shall obtain and maintain at its own cost and
expense for the Term of this Contract, the insurance described below. Contractor shall assume any
and all deductibles in the described insurance policies. The Contractor’s insurers shall have no right
of recovery or subrogation against the State and the described Contractor’s insurance shall be
primary coverage. Any failure to comply with the claim reporting provisions of the policy shall not
affect coverage provided to the State.

a. Commercial General Liability

Throughout the Term and during the time that any provisions survive the Term, Contractor shall
maintain, at Contractor’s sole cost and expense, a policy or policies of commercial general liability
insurance, including contractual liability coverage, in an amount not less than
$1,000,000 for all damages arising out of bodily injuries to, or death of, all persons and injuries to
or destruction of property, in any one accident or occurrence, and, subject to that limit per
accident, a total (or aggregate) limit of $2,000,000 per occurrence for all damages arising out of
bodily injuries to, or death of, all persons and injuries to or destruction of property per policy
period. The Contractor shall cause the State and its officers, agents, and employees to be named
as an additional insured on the policy and shall provide (1) a certificate of insurance (2) the
declaration page and (3) the additional insured endorsement to the policy to SOS all in an
electronic format acceptable to SOS prior to the Effective Date evidencing such coverage. The
Contractor shall not begin Performance until the delivery of these 3 documents to SOS.
Contractor shall provide an annual electronic update of the 3 documents to SOS on or before
each anniversary of the Effective Date during the Term. The State shall be entitled to recover
 under the insurance policy even if a body of competent jurisdiction determines that the State is
contributorily negligent.

b. Automobile Liability

$1,000,000 combined single limit per accident for bodily injury and property damage. Coverage
extends to owned, hired and non-owned automobiles. If the Contractor does not own an
automobile, but one is used in the execution of this Contract, then only hired and non-owned
coverage is required. If a vehicle is not used in the execution of this Contract, then automobile
coverage is not required.

c. Workers' Compensation and Employer's Liability

Contractor shall maintain Worker’s Compensation and Employer’s Liability insurance in

compliance with the laws of the state of South Dakota, which coverage shall include Employer’s
Liability coverage with minimum limits of $100,000 for each accident, $500,000 for disease, and
$100,000 for each employee, per policy period.

d. Excess / Umbrella Liability

Excess/umbrella liability insurance may be included to meet minimum requirements. Umbrella

coverage must indicate the existing underlying insurance coverage.

e. Information Security Privacy

Throughout the Term, Contractor shall carry, at Contractor’s sole cost and expense, an
information security and privacy Insurance policy with limits not less than $1,000,000 per
occurrence or claim, $1,000,000 annual aggregate. Coverage shall be sufficiently broad to
respond to the duties and obligations as is undertaken by Contractor in this Contract and shall
include, but not limited to, claims involving security breach, system failure, data recovery,
business interruption, cyber extortion, social engineering, infringement of intellectual property,
including infringement of copyright, trademark, trade dress, invasion of privacy violations
information theft, damage to or destruction of electronic information, release of private
information, and alteration of electronic information. The policy shall provide coverage for breach
response costs, regulatory fines and penalties as well as credit monitoring expenses.

f. Professional Liability

During the Term, and for a period of three (3) years thereafter, the Contractor shall carry
Professional Liability Insurance in the amount of $5,000,000 per Claim and Annual Aggregate.
Contractor shall provide the State a certificate of insurance evidencing such Professional Liability
Insurance coverage upon written request on an annual basis and shall not begin Performance
until such a certificate has been provided to the SOS.

Before beginning work under this Agreement, Contractor shall furnish the State with properly
executed Certificates of Insurance which shall clearly evidence all insurance required in this
Agreement including naming the State, its officers and employees, as additional insureds, as set
forth above. In the event of a substantial change in insurance, issuance of a new policy,
cancellation or nonrenewal of the policy, Contractor agrees to provide immediate notice to the State
and provide a new certificate of insurance showing continuous coverage in the amounts required.
Contractor shall furnish copies of insurance policies if requested by the State.

53. SOS Approval of Subcontractors

 SOS must approve any and all subcontractors utilized by the Contractor prior to any such
subcontractor commencing any work. Contractor acknowledges that any work provided under this
Contract to any State entity is work conducted on behalf of the State and that the Secretary of State
or his/her designee may communicate directly with any subcontractor as the State deems to be
necessary or appropriate. Contractor must be responsible for all payment of fees charged by the
subcontractor(s). A performance evaluation of any subcontractor must be provided promptly by the
Contractor to SOS upon request. Contractor must provide the majority of the work associated with
this Contract. It is understood that there may be times where conflicts due to scheduling may arise,
which would lend the Contractor to utilize subcontractors to meet the SOS’s needs. When this
occurs, Contractor must alert SOS for approval of desired subcontractor before work is started.

Contractor will include provisions in its subcontract requiring its subcontractors to comply with the
applicable provisions of this Agreement, to indemnify the State and to provide insurance coverage in a
manner consistent with this Contract. Contractor will cause its subcontractors, agents, and
employees to comply with applicable federal, tribal, state, and local laws regulations, ordinances,
guidelines, permits and other standards and will adopt such review and inspection procedures as are
necessary to assure such compliance. The State, at its option, may require the vetting of any
subcontractors. Contractor shall assist in the vetting process.

50. INDEPENDENT CONTRACTOR

While performing services hereunder, Contractor is an independent contractor and not an officer,
agent, or employee of the State of South Dakota.

51. Controlling Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of South
Dakota, without regard to any conflicts of law principles, decisional law, or statutory provision which would
require or permit the application of another jurisdiction’s substantive law. Venue for any lawsuit pertaining
to or affecting this Agreement shall be in the Circuit Court, Sixth Judicial Circuit, Hughes County, South
Dakota.

SIGNATURE PAGE FOLLOWS

The parties are executing this Contract on the date below their respective signatures.

KNOWiNK, LLC (CONTRACTOR)

Kevin Schott
BY: Kevin Schott (Jun 10, 2024 14:00 CDT)

Name: Kevin Schott

Title: CFO
Duly Authorized

Date: 06/10/2024

STATE OF SOUTH DAKOTA

Secretary of State

Monae L.Johnson
BY: Monae L.Johnson (Jun 10, 2024 14:10 CDT)

Name: Monae L.Johnson

Title:
Secretary of State

Duly Authorized

Date: 06/10/2024

STATE OF SOUTH DAKOTA

Bureau of Information and Telecommunications

Jeff Clines (Jun 10, 2024 15:32 CDT)

BY:

Name: Jeffrey Clines

Title: Commissioner
Duly Authorized

Date: 06/10/2024
 EXHIBIT A
DESCRIPTION OF DELIVERABLES AND SERVICE LEVEL AGREEMENT

Architecture Components
Voter Registration System (“System”) shall include voter registration, election management, campaign
finance and election night reporting modules. Each module will contain several detailed capabilities as
described in this Exhibit A and as may be further specified in a Purchase Order or SOW. The capabilities
shall be accessed and performed through configurable System user roles. Administrators, such as local or
State administrators, shall be able to assign permissions for specific users and election officials to have
access based on their requirements for multiple System capabilities.
Citizens and public users shall also be able to access the system components through a public portal. The
System shall provide the public with a range of functions such as, but not limited to, voter registration,
updating information, providing signatures, receiving notices, submitting ballots and other functions
within core modules.
The System shall securely exchange voter information in collaboration with select State records systems
and current interfaces. This data shall be captured to validate voters and comply with State election laws.

System Capabilities
The System shall comply with all existing State and Federal laws. The System architecture shall ensure
that data exchanges are provided via application programming interface (APIs) and Secure File Transfers
between the System and State System. System data must sync with State systems to accurately manage
elections. The System shall allow public users to access their own accounts to verify their registration
status via a public portal using an intuitive User Interface (UI) in a secure manner using Multi-Factor
Authentication (MFA).
Infrastructure Capabilities and Features
The System shall ensure that there are enough resources at critical times to avoid System outage. These
resources shall include:
• Availability Zones (AZs), and application and network load balancers. These ensure that
application and network traffic is distributed to available and healthy cloud virtual machines
(VMs), services, and clusters. This will ensure that the System meets high availability and
reliability requirements.
• VMs that have enough compute, memory, disk, throughout the environment to meet high
performance, capacity, and low latency requirements. Contractor shall work with the State to
understand requirements and workload to deploy the right sized VMs and service tiers to the
environment.
• Auto-scaling services to handle peak workloads, which is especially critical during the election
periods, to handle the upsurge in activity and meet scalability requirements.
 • Database instances with a primary and a standby to ensure recoverability in the event of a failure
at a given location. This ensures data is continually synced so that there is no data loss and key
metrics such as the Recovery Time Objective (RTO) and Recovery Point Objective (RPO) are
achieved. This is especially important during election periods, where an “Active-Active” recovery
approach will likely be deployed to ensure minimal to no disruption in service to meet
recoverability objectives.
• For network, Contractor shall leverage cloud native API gateway, and DNS services to integrate
and route service endpoints. This can be integrated with any third-party network and/or firewall
tools that the State may utilize. This resource will ensure that the network piece is highly
available, performant, and secure.
For all cloud resource deployments, Contractor shall utilize Infrastructure-as-Code (IaC) templates in
order to ensure repeatable, consistent, and standardized templates that deploy multiple resources in
VNETs for regions, availability zones, subnets, route tables, VMs, databases, auto-scaling, load balancers,
and many more unique services.
Contractor technical staff shall work with Secretary of State’s Office and such other State agencies as
Secretary of State’s Office identifies to tailor cloud network components to jurisdictional requirements
and cloud architecture to setup cloud network accounts, VNET, firewalls, route tables, and network
traffic inspection and monitoring components, service endpoints, and ingress/egress network rules.
Contractor shall specifically address network high availability, cloud virtual private gateways, certificates
for transport layer security, and security for data-in-transit. Contractor shall also accommodate unique
third-party network software tools and integrate as necessary.
Contractor shall ensure that the System is closely monitored against past, current and future cyber
threats. Contractor shall maintain close relationships with its Cloud Providers and other government and
private allies to leverage a Teamwork approach to Cybersecurity. Contractor shall perform granular and
extensive data reporting, auditing, monitoring, and alerting in the cloud environment along with function
and feature automation to defend against threats from all vectors.
Prior to project kickoff all Contractor staff shall be trained in security measures to keep information
systems and customer information secure and confidential, at least in accordance with the requirements
of this Contract. All Contractor staff shall comply at all times with Secretary of State’s Office IT Security
Policy and Standards. Contractor shall maintain an Information Security Policy that complies with NIST
800-53 security requirements.
The Voter Registration module shall include, but is not limited to, several confidential fields (PII),
including driver license numbers, dates of birth, partial social security numbers, along with information
about confidential voters. Providing functionality and security for the System shall be a high priority.
Contractor’s Cybersecurity and Information security policies and procedures shall comply with all
relevant guidelines and requirements of the NIST Cybersecurity Framework ISO 27000:2013 benchmarks,
the EAC and CISA standards. The Contractor shall include the following security features in the System to
ensure that all South Dakota Voter Registration data is protected:

Access
The System shall prevent unauthorized access. This includes providing user IDs and passwords to control
access to applications and data. The System shall incorporate security administration to prevent
unauthorized access to the System and data whether this be through denying access to a particular
function or by encrypting Confidential Information when it is sent to external entities or by encrypting a
session when an end-user is making online updates to Confidential Information.
Access to data shall only be given to the appropriate roles and permissions and are granted and
restricted by SOTS and local election administrators. The System shall allow an authorized user to create
a “Status Flag” for a voter with any protections, i.e., Address Confidentiality Program (ACP). Once this
Status Flag is created, only authorized users will have access to the voter record and the voter record will
not appear in any exports or searches.
The System shall allow for redaction to block out social security numbers, driver’s license numbers,
birthdates, signatures, and other materials both in the System and in reports that run through the
System. The System will allow only certain authorized users, defined by their user settings, to access
redacted information.
The System shall have multiple user levels that can access different levels of System functions and data.
These levels and capabilities shall be defined through the user roles and permissions.
Direct database access shall only be granted to authorized users and the data those users have access to
will be limited to the specific job they are performing. Database access shall be restricted to specific IP
addresses, as defined by SOTS protocols, roles, and permissions.
Authorization Procedures

The System will allow access to Confidential Information only to such authorized users as Secretary of
State’s Office identifies. Additionally, the System shall log every time a user views a voter record.
Confidential voters are usually required to vote by mail in order to keep their name and information off
the poll roster. Specialized training and sensitive training materials will be provided for these users.
The System shall incorporate role-based redaction per Secretary of State’s Office standards. With the
amount of Confidential Information that is contained on many voter materials, the System shall include
redaction as an important privacy tool. Redaction must be able to enable users to block out Social
Security Numbers, Driver’s License Numbers, Birthdates, Signatures, and other materials which Secretary
of State’s Office deems to necessary or appropriate both in the TotalVote System and in reports that are
run through the System. Redacted information must be viewable only to authorized users or in processes
which are established by setting and defining user roles.
Multifactor Authentication
System shall provide multi-factor authentication through a combination of Yubikeys (or eTokens), phone
applications like Microsoft Authenticator or Duo, Active Directory including ADFS, and
username/password login. System shall allow users specifically assigned by Secretary of State’s Office to
access the System using a variety of authentication factors.
Auditability/Monitoring
 System shall maintain a full audit trail for every transaction, including viewing voter records. The user,
date/time and changes (showing the previous and current values) shall be logged for every transaction.
Change history shall be read-only and only viewable by Secretary of State’s Office and local users with
permissions granted by Secretary of State’s Office.
The System shall also retain auditing information such as, but not limited to:
• User
• Date and Time completed
• Source
System shall also provide a number of tools to use inside of Change History such as:
• Sort, and Sub sort on any column.
• Search for any value inside of the data table.
• Filter the data table to view a subset, certain action types, dates, or to see all the changes for a
single field by date.
The System shall allow users the use of a “Show” object to enable users to designate whether they want to
see just actions against the record, or whether information from other grids should also be displayed. Such
information shall include any and all information available in the other grid, such as but not limited to:
• Notes
• Correspondence sent
• Voter History
• Absentee- Early Voting History
• Petition History

Latest Security Controls

REDACTED
Vulnerability Scanning
Threat Identification/Hunting
REDACTED
Network Security
REDACTED

Data Management and Interface Exchanges

Contractor shall provide a seamless interface with all required federal and State agencies. Interfaces shall
communicate in real time or at regularly scheduled intervals. These interfaces will allow South Dakota’s voter
records to be checked against an assortment of other data, including death records, felon records, and both
in-State and cross-state moves.
Contractor shall work with SECRETARY OF STATE’S OFFICE to capture data via APIs or grab secure files,
set up queues, map schema, identify objects, formats, and manage data in SQL server. For files, batch
processes shall be done on an agreed upon schedule. API calls are scheduled on a more frequent basis in
response to triggers to meet requirements. The SQL server database tables and required fields, keys, IDs,
and elements support capabilities to perform System Core application functions. Data shall be encrypted
at-rest using native database encryption and cloud key management service, and in-transit using secure
ports, protocols, and SSL for SFTP used to ingest State files. Business logic is developed using .NET Core
running on SQL server. .NET Core API features are configured for various components such as controllers,
pages, and various API services.
System integration shall include but not be limited to the following:
On the federal/national level:

• USPS and National Change of Address (NCOA) information through Melissa Data

• American Association of Motor Vehicle Administrators (AAMVA) and Social Security

Administration (SSA)
 • Electronic Registration Information Center (ERIC)

• VIP 5.1 Specification

On the State and local level:

• Point-based addressing and district data

• Department of Public Health/Vital Records (Deaths)

• Department of Corrections (Felons)

• Department of Motor Vehicles

• Ballot Printers and Tabulators

System Software
Contractor shall provide a complete replacement of the current TotalVote Legacy System with
Contractor's TotalVote Core suite of products. Contractor shall provide all of the functionality available
to election officials within the current Voter Registration System plus all of the additional functionality
currently available in TotalVote.
Voter Registration
System shall provide data fields for all aspects of voter registration including but not limited to: name,
address, date of birth, gender, telephone, mailing address, political party, military address, email
address, previous address, previous name, driver’s license number, last four digits of social security
number and any other information as required by State or federal law. System shall automatically
calculate voter eligibility based on age and shall also calculate party enrollment eligibility based on the
statutory requirements.
System shall also reduce the number of duplicate voter registration records by checking for existing
voters and death and felon matches when records are updated as part of a nightly process. The resulting
possible matches from this nightly process are shown in the home queue to be administered.
The Voter Registration Module includes but is not limited to:
 Online Voter Registration
 Voter Identity Validation
 Uniformed and Overseas Citizens Absentee Voting Act (UOCAVA)
 Voter Signature Validation
 Notice Management
GIS
Contractor shall provide complete management of GIS-based address points. TotalAddress is initialized
with physical residential address points and a minimum set of map layers including precinct part/split
layer, city, zip code and a Statewide county boundary layer. Once every voter is identified with a point on
the map in TotalAddress, Shapefiles will be added as layers on the map. These layers will include counties,
cities, municipalities, precincts, or any other applicable layers that SECRETARY OF STATE’S OFFICE
determines to be appropriate. As layers are added, TotalVote will automatically assign voters to the
correct precinct and polling locations based on their location. The System will use this information to
create every ballot style.
Election Management
The System shall include an Election Management System that is intuitive and user-friendly, to be used to
set up every aspect of an election. This module shall be compatible with all major tabulation systems.

The System shall replace the SECRETARY OF STATE’S OFFICE existing election management system and
enable users to setup elections and build ballots before every election. The Election Management System
(EMS) shall simplify multijurisdictional election results reporting by receiving the results in the System
and automatically combining and reporting results to the public.

The Election Management Module includes but is not limited to:

 Ballot Management and Processing
 Early Voting Management
 Election Worker
 Precinct & Jurisdiction Management
 Voter Roster Management
 Voter Selection and Capture
 Voting Results Closeout
 Petition Management

Absentee Ballot Management

The System shall accommodate absentee voters and include many specialized processes to track the
different types of Absentee voters (including UOCAVA voters) and the different stages of the Absentee
process. The System shall track the activity including when and how absentee ballots are sent (mail, fax,
email), when the ballot (sent via email) is viewed and when the ballot is returned. Summary reports on
activity shall be generated automatically each day and sent to the appropriate election officials.
Ballots shall be checked out through barcode scanning and the voter record will be updated through data
file import from the Contractor or small batch processing by the election office. Voter records are
automatically updated to reflect ballot fulfillment is complete.
When ballots are returned, they shall be checked in via barcode scan of the external envelope to update
the absentee record as ballot received. If the ballot is rejected, a reason is applied. If the envelope is
accepted, it is routed to the tabulation team for counting at the appropriate time.
EAVS Reporting
System shall generate any reports required by the Election Assistance Commission’s Election
Administration and Voting Survey (EAVS) by collecting quantitative data pertaining to the National Voter
Registration Act, UOCAVA, and other election administration issues, including the counting of provisional
ballots and poll worker recruitments. The collection of this data shall be built into the System to comply
with the EAC EAVS requirements.

Petition Management
As signatures are submitted, each individual packet of petitions will be entered into the System and the
signatures validated against signatures in the voter file. For local petitions, the System will confirm
whether the signer is eligible to sign the petition, based on their voter registration address. As petition
packets are entered into the System, the System shall track the number of mistakes that were made on
each packet and what category those mistakes belong to. As signatures are gathered and submitted, the
petition’s filers shall be able to track the number of signatures approved and still needed through the
Public Portal.
Once all petition packets are entered, a report can be generated that totals up all the estimated number
of signatures and rejected signatures to get a total number of valid signatures.

System Administration

System shall have multiple user levels that are assigned different levels to access System functions and
data. These levels and capabilities are defined by user roles and permissions. Granted permissions allow,
or prohibit, users from viewing, entering, and editing data as well as other actions available in the
System.

Permissions shall range from Global System Administration to temporary data entry clerks in local
election offices. The Global System Administrator shall have access to all functions and actions within the
System and such permission. A Temporary Data Entry Clerk shall be limited to data entry by being
granted access to only the data fields in the voter record. Roles shall also be preset to expire, allowing
officials to disable access to temporary workers at a set date and time.

Reports
System shall have multiple built-in, preformatted reports. In addition, System shall also include Quick
Search and Advanced Search options. The Quick Search shall allow users to search for a voter using last
name, first name or voter ID number. The Advanced Search shall allow users the ability to search and
sort on almost every voter field in the database including voter status, locality, city, zip code, political
party and middle name.
The Reporting Module includes but is not limited to:
 Election Night Reporting
 Voter History Reports & Analysis
 Report Builder Module

Database Information and Ownership

Contractor affirms that the Secretary of the State is the sole owner and custodian of all data in the System
provided by Contractor and the Secretary of the State shall have the unrestricted right to access and use all
data in the system through reasonable means.

Development and Deployment

Details about each environment such as endpoints, service types, REST APIs, where applications are
to be deployed, will be captured and standardized in a formal deployment process to be used for
each release.
Contractor will use a test environment hosted in a separate VNET. Contractor shall perform testing to
validate capabilities to meet Contract requirements. This will be done on resources running in the test
environment until testing is successful and meets test case criteria.
After testing, Contractor shall switch over to the production environment using either a Blue-Green,
rolling, or phased deployment. Contractor will integrate with additional cloud services such as IAM,
monitoring, logging, security, storage, API management, and others. These services are connected
through VNET endpoints. They will support capabilities such as disaster recovery, reporting, and election
analysis.

PROJECT METHODOLOGY
The proposed project approach shall be a collaborative approach with the SECRETARY OF STATE’S
OFFICE:

 PMI-based project management framework

 ScrumScrum and Iterative Approach to application development and delivery
 Continuous Stakeholder Engagement and Stakeholder satisfaction
Contractor’s project management team will work closely with the SECRETARY OF STATE’S OFFICE project
management team during the initial project planning to formalize the proposed project plan and will
form the umbrella under which the System implementation takes place.
Contractor presents a hybrid project lifecycle that uses a combination of predictive and scrumscrum
components. Accordingly, Performance will involve both definable work (such as production rollout and
training) and high-uncertainty work (such as new design and new features).
Predictive Approach

The team will develop and use detailed plans and checklists to carry out data migration, architecture
design/build, data interface design/build, transition to operations, training, and production rollout
activities. The Contractor developers who are actively working on software shall be focused exclusively
on their development work and will not be active participants in the production planning until their
development is completed.
Scrum-Based Software Development Approach
The Contractor shall use Scrum methodology for the Project. Accordingly, The Scrum-based approach
follows the principle that the highest priority for the Contractor is to satisfy SECRETARY OF STATE’S
OFFICE through early and continuous delivery of working software. Software modules will be built using
an iterative release approach with frequent check-ins with the customer to validate the results. At
regular intervals, the development team will meet internally to identify areas of improvement as well as
identify those processes that are working well.

During the planning phase of the project, the SECRETARY OF STATE’S OFFICE will participate in the gap
analysis session. Contractor will provide a walk-through of the System software to the SECRETARY OF
STATE’S OFFICE team to demonstrate how the System software generally meets basic requirements. This
is a high-level demonstration which will not capture subtle gaps or changes that the SECRETARY OF
STATE’S OFFICE may request later when the requirements are analyzed in depth during iteration reviews.
Even those requirements marked as “ready out of the box” will undergo review by the SECRETARY OF
STATE’S OFFICE during the testing events of the project.

Key members of the SECRETARY OF STATE’S OFFICE team will have access to Contractor’s Microsoft
DevOps environment as they will be asked to provide needed details, testing feedback, and Acceptance
within this platform.

Following the review, Contractor will work with SECRETARY OF STATE’S OFFICE to schedule incremental
product releases for testing.
• Product Implementation
Activities, Tasks, and Milestones:

• Configure Development, Test and Production Environments

• Data Conversion
• Address Points
• System Data Integration (APIs and File Transfers)
• Product Delivery
• Walk Through Session #1 – Voters
• Walk Through Session #2 – Geographic Entities
• Walk Through Session #3 – Absentee Ballot Management
• Walk Through Session #4 – Petition Management
• Walk Through Session #5 – System Administration

Training and Knowledge Transfer

Activities, Tasks and Milestones:

• Application Training
• Software Training

• Annual Maintenance and Support Training

During this phase Contractor will ensure that Train-the-Trainer users have been trained with the required
skills to use the System, including any operational process changes. Contractor will be responsible for
conducting comprehensive application training during Train-the-Trainer trainings.

Project Implementation and Go Live Support

Activities, Tasks, and Milestones:

• Final Data Conversion

• Data Validation Testing
• Production Application Cutover
• Go Live Support

Contractor will develop an extensive and carefully structured plan to provide services for the
implementation of the System. These services will include organization and execution of cutover
activities necessary to transition to the new System.
▪ Project Close Out & Support and Maintenance

Activities, Tasks, and Milestones:

• Code Escrow
• Project Documentation & Artifacts Transfer
This phase formalizes the project’s end and documents that all requirements have been met and all
Deliverables have been received by SECRETARY OF STATE’S OFFICE.
Contractor shall provide SECRETARY OF STATE’S OFFICE with all the tools, documentation, and training
necessary to administer the TotalVote application as a functional consumer of the product for the
duration following and including implementation and the agreed upon warranty period.
Contractor shall establish a code escrow deposit with Contractors trusted vault provider and in the event
of force majeure authorize vault provider to relinquish source code artifacts to enable continuation of
support by Secretary of State.

Data Conversion

Contractor shall extract all existing data from the State repository. Every data element from the State
repository and local databases that will be migrated to the System will be mapped and documented,
including values. Any and all data corrections will be documented by the Contractor.
SECRETARY OF STATE’S OFFICE Resources
Contractor shall work directly with a Database Analyst (DBA) from the SECRETARY OF STATE’S OFFICE
Team to create processes to extract data and images from the legacy System.

Data Extraction and Preparation

The DBAs of both teams will collaborate to create extract, transmit and load procedures (ETL) for moving
the data and images to the System. The DBAs will coordinate with the Business Analyst(s) and the Quality
Analyst(s) to ensure the extraction, cleansing and converting of all data is completed in a manner that is
fully consumable into the business process and software logic of the System.

Data Mapping Rules

The SECRETARY OF STATE’S OFFICE DBA Team will provide a data dictionary of the legacy Systems data
structure and full data extracts. The Contractor DBA will work to fully analyze the data sets against the
data structure of every field. Contractor will document the mapping of data to the System and present
small trial conversions for verification. Legacy fields that do not have an “exact fit” will be reviewed with
the SECRETARY OF STATE’S OFFICE Team to determine the best course.
Resources for Data Scrubbing
The Contractor DBA may identify outlying data that does not fit the definition of the field and requires
“data scrubbing” or cleanup in preparation for conversion. Data scrubbing may be necessary on both the
State and local level. These will be logged as conversion tasks. The SECRETARY OF STATE’S OFFICE Team
DBA will manage the tasks associated with data cleanup. These tasks may be handed off to be managed
by various members of the SECRETARY OF STATE’S OFFICE Team depending on the nature of the problem
and who owns the process that manages the data.
Strategies for Final Conversion
With final conversion, the legacy Systems will remain searchable, to be used as a reference for the new
System conversion. Contractor’s process will not rely on data sampling to ensure quality data.
Contractor’s conversion process will verify the converted content of all tables by comparing metrics
supplied by backend queries against the legacy Systems.

Test Data Migration

Prior to the final data migration, the Contractor shall run at least one test migration to identify problems,
bottlenecks and to capture metrics at key migration checkpoints. The resulting timing metrics will
provide the input for scheduling of the final conversion. This conversion approach ensures that all
records are correctly transferred without the need to conduct random spot checks of data from
individual records. It also provides timing statistics necessary for scheduling the conversion.

User Acceptance Testing

User Acceptance Testing is performed and managed by the SECRETARY OF STATE’S OFFICE Team in the
test Environment with known defects documented. With Scrum Development Methodology, as each
iteration is verified by Contractor’s Quality Team, releases will be delivered to the SECRETARY OF STATE’S
OFFICE Test System. Either the Contractor Project Manager or the Contractor Project Liaison will
demonstrate the Contractor tested and delivered components to be tested. Prior to testing, the team will
have already concurred on Acceptance criteria for new functionality, test methods to be used, and
known defects. The SECRETARY OF STATE’S OFFICE Team will then perform Acceptance testing on the
delivered components. The SECRETARY OF STATE’S OFFICE Team may perform varying degrees of
Acceptance Testing, potentially including integration testing, depending on the degree to which other
System application components are dependent on much the delivered component. Any error or defect
found during user Acceptance testing will be corrected by the Contractor.
Training
User Training for the System will take place after development has been completed for all modules and
prior to User Acceptance Testing (UAT). Contractor will use a “train the trainer” methodology to train
SECRETARY OF STATE’S OFFICE personnel to become ‘super users’ of the software.

Training Approach and Curriculum

For the “train-the-trainer” training sessions, Contractor shall work with the SECRETARY OF STATE’S
OFFICE Team to finalize a user training schedule and plan.
Contractor will provide the following remote “train the trainer” sessions for SECRETARY OF STATE’S
OFFICE designated training staff:
 • Provide training to SECRETARY OF STATE’S OFFICE trainers on all modules completed throughout
the Project (relevant to both State and local users)
• Assist SECRETARY OF STATE’S OFFICE staff in the use of Contractor provided training materials
• Facilitate a dry run of the training session and make recommendations to SECRETARY OF STATE’S
OFFICE staff on clarity, flow, and accuracy of training presentation
• Make modifications to training materials as necessary

WARRANTY AND SUPPORT

Warranty
Contractor shall provide handholding and support to users for four weeks after go-live to ensure a
smooth deployment for the System users. Additionally, Contractor shall provide a warranty period, so
that any System defects found in the first 6 months after go-live can be fixed.
Maintenance and Support
The following services are provided as a part of the standard maintenance and support under the Master
Software and Services Agreement:
• Bug Training and technical support in support of the releases due to bug fixes are also included
at no charge. Product Enhancements, as determined by Contractor, will be quoted as a separate,
additional cost. Most State legislatively driven solution changes would classify as enhancements,
however, any changes made to federal law shall be provided at no additional cost.
• Patches and Upgrades to support ongoing architectural changes and MS Windows, Browser
updates and Microsoft SQL Server upgrades.
• Regular status meetings/conference calls.
• During the first election and primary for which the System will be used, the Contractor shall have
a technical expert available during the hours of the election and primary to assist with any
technical issues that may arise during the election or primary day.
Maintenance Releases and Patches

Contractor classifies releases and patches in two categories:

• Standard
• Emergency

Standard releases and patches are provided on a regular schedule. Each release and patch are tested,
and all necessary training and documentation is included. Emergency releases and patches are provided
upon request from a designated SECRETARY OF STATE’S OFFICE Representative and can be provided
within 24 hours of completion of the work requested.

Major and Minor Release Cycles

All major and minor release cycles are catered to SECRETARY OF STATE’S OFFICE specific requirements.
Frequency for Major and Minor Upgrades
Major and minor upgrades are handled on a mutually agreed upon schedule, typically annual and
monthly bases respectfully.

Typical Downtime for Major and Minor Upgrades

The major and minor upgrades are conducted after-hours and usually require less than one hour of
downtime. Any emergency upgrade that requires System downtime during regular business hours is only
conducted upon request from designated personnel.

Effort Level for Upgrades

The majority of upgrades are conducted utilizing automated scripts and are managed by Contractor’s
senior support personnel to ensure minimum downtime and effort.

Upgrade and Patch Process

During the warranty period, all patches and upgrades will be free of charge. Patches and upgrades are
also covered under the support and maintenance agreement after the warranty period.

Database Schema Extension and Upgrade/Patch Process

All database schemas are conducted through automated scripts that shall update, add, or remove
database objects. Any updates that require data transformation is also managed through automated
scripts. Any external interfaces that are impacted due to any database changes are also updated.

Configuration and Customizations during Upgrades

As mentioned above, all customization and configurations are handled through automated scripts.

Documentation – Administrator & End Users

Contractor shall provide documentation for System administrators as well as support for end users. End
user support, including user manuals and guides, shall be available within the System application and
accessible through any browser. Following go-live, the SECRETARY OF STATE’S OFFICE will manage any
and all documentation updates.

Legislatively Driven Updates

Contractor shall incorporate ongoing changes in federal legislation and regulations as an integral part of
Contractor’s System development and change management methodology. As part of Maintenance and
Support, Adaptive Maintenance allows for changes to be built into the System. During the course of the
project, the Contractor shall work with the SECRETARY OF STATE’S OFFICE team to incorporate new State
law requirements or regulations as follows.
• When any new legislation or regulations are introduced, Contractor is informed by
SECRETARY OF STATE’S OFFICE.
• Contractor will evaluate the functionality/technical impact of these regulations and any
variance they result in from the application architecture/functionality.
 • Contractor analyzes the gap and estimates the effort it will take to add these to the System.
• This flows into normal change control where the effort estimates are presented to the
SECRETARY OF STATE’S OFFICE and upon mutual agreement on the effort, the cost impact
and schedule impact are formalized in a change order.
• The change order work is then executed and as part of the functional changes, all test scripts
are updated, or new ones written to test the functional and technical changes.
• These changes are then tested by the SECRETARY OF STATE’S OFFICE SMEs to make sure the
System is compliant with the new regulations.

State Responsibilities

a. State agrees to participate in all required meetings, interviews, and collaboration activities as identified and
scheduled during the project kickoff event and subsequent project management meetings.

b. State is responsible to provide or cause access and information for any/all internal systems, any/all third-party
systems, any/all dependent data sources, and/or components with dependencies to the development roadmap
and/or implementation timeline, including, but not limited to, those systems which are provided or maintained
by other vendors, customer partners, or SECRETARY OF STATE’S OFFICE – should access/information to
dependent systems not be allowed or available in a timely manner, details for roadmap and implementation
timeline items with such dependencies will be limited and/or incomplete.

c. State shall designate a single point of contact to whom all Contractor communications may be addressed and
who has the authority to act on all aspects of the Services throughout the duration of the project; such contact
shall be available during Monday through Friday, 8:00am to 5:00pm Eastern Standard Time, excluding holidays,
as defined by SECRETARY OF STATE’S OFFICE.

d. If on-site work is necessary, State shall provide and or cause reasonable access to all applicable State sites and
facilities, including where necessary, computer equipment, telecom equipment, facilities, workspace, and
telephone for the Contractor’s use during the implementation and development of the System.

e. SECRETARY OF STATE’S OFFICE will explain questions in regard to State Election Law, as it pertains to function
and performance of the System.

f. State subject matter experts must have critical knowledge of the operations and the business itself.

g. The State shall, within a reasonable timeframe provide written feedback on all project artifacts, documents,
presentations, or completed software functionality developed or updated by the Contractor.

h. To the extent that SECRETARY OF STATE’S OFFICE is the owner of any development tools necessary for the
Contractor’s Performance, SECRETARY OF STATE’S OFFICE shall provide software licenses, as mutually agreed
upon, for such development tools for the duration of the Project.

i. State shall supply access information and credentials to identified engineer(s) from the Contractor for all
 existing equipment, computing environments, and/or data, pursuant to existing state security protocols that
need to be accessed, configured, or may need to be reviewed or modified before Project commencement.
Access to "Production" needs to be reviewed and agreed upon prior to work.

Other Contractor Responsibilities

▪ The Contractor will not be responsible for technical support and/or troubleshooting System outages / errors that
occur in any State dependent or related systems or environments that impact the Deliverables or System – the
Contractor will not be responsible for delays that result from the failure of the State to resolve such outages and/or
errors in a timely manner.
▪ The Contractor will not be responsible for errors that result from bad/inaccurate data being provided to the
Contractor during Performance and the implementation of the Deliverables.
▪ Contractor will assign all staff as to best-fit total requirements and no individual employee is being specifically
promised or quoted for this Project.
▪ State agrees to allow the Contractor the ability to publicly discuss and showcase the work being performed for
State. This provides the Contractor the ability to demonstrate credibility with other clients in support of future business
growth and to demonstrate customer success.
STAFFING
Contractor will maintain sufficient and competent Deliverable staff and other resources consistent with
the requirements of this Contract and any resulting Purchase Order and SOW satisfy all Contractor
obligations for each Deliverable and System.
Contractor represents and warrants that appropriately skilled individuals will be
assigned to the project.

PROJECT MANAGEMENT
At the onset of the Project, Contractor will establish the processes and tools required to
manage and control the Project, in consultation with the SECRETARY OF STATE’S OFFICE.
Contractor will track the Project status and update applicable portions of the Project
Schedule to reflect the status of the Project against the baseline Project Schedule. In
addition, Contractor will update risks and issues logs for the Project proactively
identifying risks and issues to be reviewed with the SECRETARY OF STATE’S OFFICE.

Contractor will provide the SECRETARY OF STATE’S OFFICE with written Project Status
Reports. The Project Status Report will capture, at minimum, the status of the Project
including:

• Simple graphical statuses (i.e., red/yellow/green color codes) of scope, schedule,

resources, and budget
• Accomplishments of the last reporting period and objectives for the next reporting
period
• Contractor and SECRETARY OF STATE’S OFFICE responsibilities for the next reporting
period
• One-page graphical summary of all major tasks and subtasks in the Project Schedule
• Action items including respective owner(s) and due dates
• Key dependencies including external dependencies and between tasks and activities
• Important decisions made and/or outstanding decisions to be made, with target
dates
• Pending scope change requests with appropriate justification
Contractor shall track the state of each functional and non-functional requirement from
new to accepted (by SECRETARY OF STATE’S OFFICE) within the Microsoft DevOps
environment and shall create and provide “always current” dashboard views to the
SECRETARY OF STATE’S OFFICE team displaying project metrics at the detailed level.
Contractor will develop and maintain a Project Information Library in a single online
repository used to store, organize, track, control, and disseminate all information and
artifacts produced. The Project Information Library will be used by Contractor,
SECRETARY OF STATE’S OFFICE staff, and other key stakeholders.
The Project Information Library will include a file structure with defined access and
permissions, including administrator rights for SECRETARY OF STATE’S OFFICE staff. It
will also include a web or portal interface for individuals to remotely view/manage
Project information and documentation and provide comments or capture issues for the
Project Team.
Contractor will store all work products and Deliverables in the Project Information
Library for the duration of the
Project. Work products and Deliverables must be uploaded to, and made available
through, the Project Information Library after completion of the related Project event or
activity. For Deliverables, the delivery timing governs the latest by which the
Deliverables must be uploaded to the Project Information Library. For any other items,
the materials shall be made available to the SECRETARY OF STATE’S OFFICE no more
than one (1) week after the Project event or activity. At the end of the Project,
Contractor will archive relevant Project artifacts and turn the Project Information
Library over to the SECRETARY OF STATE’S OFFICE. At no cost to the State, the
Contractor and Contractor Parties shall, after (i) receiving a written request from the
SECRETARY OF STATE’S OFFICE, (ii) receiving final payment from the SECRETARY OF
STATE’S OFFICE, or (iii) Termination for any reason, over-write and securely delete all of
the Data, such that the Data will be expunged in a manner to make retrieval of the Data
impossible.
PMT Payment Category Estimated Days % of Project Price Payment Price 15% Retainage Total
Project Initiation 5 8% $ 306,000.00 $ 54,000.00 $ 360,000.00
Data Conversion 60 15% $ 573,750.00 $ 101,250.00 $ 675,000.00

Project Planning 5% $ 191,250.00 $ 33,750.00 $ 225,000.00

Approve Change Control Plan 30 $ 47,812.50
Approve System Security Plan: Security plan delivered to SD will cover TotalVote compliance and control
attestation specific to Fed Ramp and NIST SP 800 guidelines. SD Security team to review with TV Staff and
achieve acceptance. 30 $ 47,812.50
Approve Training Plan: TV to deliver release based demonstrations and training for appointed SOS
members, with included recordings, and manuals. 30 $ 47,812.50
Approve Project Schedule: Deliver initial project schedule based on the gaps to achieve the deliverables
outlined within Exhibit B and adjust to meet optimum with SD capacity. Achieve signoff on schedule,
which will be updateable via change control plan process. Will be delivered AFTER Gap Analysis to
determine the level of development necessary. 30 $ 47,812.50
Solution Design 15% $ 573,750.00 $ 101,250.00 $ 675,000.00
Stand up of Total Vote Application Infrastructure (Development, Testing, Production) 80 $ 191,250.00
Data Mapping : Establish Data Mapping Standards and Definition between TV and SD data sources via
tabular documentation. 80 $ 191,250.00
Interface Design : Build interface specs to include endpoints, API keys, network availability, and receive
and review API contracts if available. 55 $ 191,250.00
Delivery 18% $ 688,500.00 $ 121,500.00 $ 810,000.00
Release 0 : Initial OOBE infrastructure and Core Code Release with demonstration of function. VR and
admin districts precincts users permissions with demonstration of function. TotalAddress Points and
Layers useable by VR module with demonstration of function. Election Management & Ballot
Management. Creating and issuing correct ballots to voters with demonstration of function. Public
Portal, Petitions Mgmt, OLVR. 60 $ 749,700.00
GAP Analysis and Development 7% $ 267,750.00 $ 47,250.00 $ 315,000.00
GAP Release 1 Voter Registration (Requirements defined in GAP analysis) 30 $ 53,550.00
GAP Release 2 Total Address ( Requirements defined in GAP analysis) 30 $ 53,550.00
GAP Release 3 Election Management (Requirements defined in GAP analysis) 45 $ 53,550.00
GAP Release 4 Public Portal, Petitions Management (Requirements defined in GAP analysis 45 $ 53,550.00
GAP Release 5 Final OOBE Base Release 75 $ 53,550.00
TotalVote Labs 12% $ 459,000.00 $ 81,000.00 $ 540,000.00
TotalVote Labs Election Night Reporting Base Release 30 $ 104,250.00
GAP analysis Election Night Reporting 30 $ 45,000.00
TotalVote Labs Campaign Finance Base Release 30 $ 45,000.00
GAP analysis for Campaign Finance 30 $ 260,550.00
Final TotalVote Labs Release 30 $ 45,000.00

Training and Knowledge Transfer 10% $ 382,500.00 $ 67,500.00 $ 450,000.00

Software Training: Software Training for Administrative staff creating usernames managing counties,
permissions, MFA token mgmt, configuration to properly manage software in house for Tier 1 support $ 41,650.00
a. Application Training: Pre UAT for each Released Module with a Demonstration to SOS designated
Trainee's. Trainees will conduct Train the trainer and hold responsibility for internal Trainee
stakeholders. 10 $ 41,650.00
a.b. Release 0 training: 10 $ 41,650.00
a.c. Release 1 training: 10 $ 41,650.00
a.d. Release 2 training: 10 $ 41,650.00
a.e. Release 3 training: 10 $ 41,650.00
a.f. Release 4 training 10 $ 41,650.00
a.g. Release 5 training: 10 $ 41,650.00
Election Night Reporting Training 10 $ 41,650.00
Campaign Finance Training 20 $ 41,650.00
Project Implementation and Go Live Support 8% $ 306,000.00 $ 54,000.00 $ 360,000.00
a. Final Data Conversion: Final conversion and db sync completed 10 $ 200,000.00
b. Data Validation Testing: Modern system reports accurate vs legacy system data reports as outlined in
final data migration report. 10 $ 44,400.00

c. Production Application Cutover: Cease legacy system work and begin Modern system execution. 5 $ 44,400.00
d. Go Live Support 30 $ 44,400.00
Project Close Out 2% $ 76,500.00 $ 13,500.00 $ 90,000.00
Project Documentation & Artifacts Transfer: Documentation including user manuals, relevant training
materials, architecture documentation, security documentation. 30 $ 83,300.00

TotalVote Total Minus Retainage $ 3,825,000.00

TotalVote Retainage 15% Retainage $ 675,000.00
TotalVote Total Total $ 4,500,000.00

TotalVote Annual Support and Maintenance $ 33,333.33 Month

Campaign Finance Annual Support and Maintenance $ 4,167.00 Month
Monthly Maintenance and Support Total $ 37,500.33 Month
 South Dakota TotalVote Payment Schedule - Exhibit B

Payment Payment $ Total

Initial Licensing $ 1,500,000.00 $ 1,500,000.00
Month 1 $ 193,750.00 $ 1,693,750.00
Month 2 $ 193,750.00 $ 1,887,500.00
Month 3 $ 193,750.00 $ 2,081,250.00
Month 4 $ 193,750.00 $ 2,275,000.00
Month 5 $ 193,750.00 $ 2,468,750.00
Month 6 $ 193,750.00 $ 2,662,500.00
Month 7 $ 193,750.00 $ 2,856,250.00
Month 8 $ 193,750.00 $ 3,050,000.00
Month 9 $ 193,750.00 $ 3,243,750.00
Month 10 $ 193,750.00 $ 3,437,500.00
Month 11 $ 193,750.00 $ 3,631,250.00
Month 12 $ 193,750.00 $ 3,825,000.00
Retainage (Invoiced upon Go Live) $ 675,000.00 $ 4,500,000.00
Total $ 4,500,000.00

Annual Software License and Support (Invoiced upon Go Live)

$ 300,000.00

Annual Hosting (Invoiced upon Development Environment Creation)

$ 120,000.00
 Statement of Work
State of South Dakota
Secretary of State
05.16.24
Version 1.0

Contractor will provide a comprehensive election management system for use by State and
county election officials to run state and local elections according to state and local laws and
regulations. Contractors' system will include end-to-end election capabilities including:
- User access with assigned user roles and maintenance using multi factor authentication.
- Current and historical voter registration and voter roll maintenance with the ability to
pre-register underage voters, manage temporary alternate addresses, processing of
voter correspondence, and real time validation of voter identity.
- Ability to manage precincts/ sub precincts, districts, and their association as well as the
managing districts, offices, and office holders.
- Interfacing with national and local agencies such as ERIC, Dept of corrections, Driver’s
License Division, Division of Vital Statistics, and SSA.
- Election setup and administration including candidates, races, ballot questions, party,
and polling place management.
- Capabilities to initiate and process ballots delivered by mail, email, etc.; reissue ballots
and cure ballots issues.
- Petition management with the capability to create sample packets, compare petition
signatures to current voters.
- Capability to create and maintain candidate biographies.
- Data accessibility and system activity logging.
- Canned and ad-hoc operational, audit and exception reporting to support all phases of
the election lifecycle.
- Online voter registration application and voter portal site.

Objectives
Contractors' system will address the following headers:

1. User Management
a. The use of multi factor authentication (MFA)
b. Ability to add, modify, suspend, or remove user access, permissions, and roles.
c. Ability for State users to work as county users.

2. GIS Capability
a. Ability to do redistricting either due to a Census update or to county changes,
the system must be able to update voter records with new precincts.
b. Ability to do address geocoding and precinct assignment when entering or
editing addresses.
 c. Ability to view visual maps that show street names, house numbers, and plot
points for the address being processed.
d. Ability to manually plot an address to get X/Y coordinates and precinct.

3. Public Interface
a. Provide a secure online voter registration portal, or be able to interface with
one, for eligible voters and pre-registration of underage voters.
b. Availability of a secure online portal where voters can get information on their
registration status and upcoming elections, races, candidates, and polling places
for their precinct, etc.

4. County Preference Management

a. Ability to add, modify, or delete county and clerk contact information.
b. Ability to set and update printers and settings.
c. Ability to work with municipalities that cross county boundaries.

5. Party Management
a. Ability to add, modify or delete political parties and their information.
b. Ability to designate which voters can participate in a party’s primary election.

6. Precinct, District and Office Management

a. Manage precincts and sub-precincts (splits)
b. Manage districts, offices, and office holders.
c. Manage precinct to district associations.
d. Ability to create and maintain voter participation areas.

7. Polling location Management

a. Polling location management with the ability to mark a location as an "Early Vote
Center", a "Normal Vote Center", or both.
b. Ability to manage association of polling locations/vote centers with precincts by
election.

8. Election Management
a. Ability to create election templates including setting election name, election
date, registration deadlines, political party participation and election types.
b. Ability to add, modify, or delete races in each election and advance candidates
through elections (i.e., primary to general).
c. Ability to add, modify or delete candidates for a given election, their
advancement in the races (candidate status), and candidate forms management
including filing and signature gathering.
d. The ability to add, modify or delete ballot questions and issues and customize
the responses.
e. Ability to add, modify, or delete judicial retention questions in an election.
 f. Ability to copy all candidates and races from one given election to another given
election.

9. Voter Management
a. Voter Record
i. Ability to queue voter registration records, from multiple sources, and
present them to system users for processing (adding or merging).
ii. Ability to search for a voter record using multiple criteria. Ability to
manage voters’ personal information and verify their identity.
iii. Voter status changes manually and automatically based on business
rules.
iv. Ability to capture and save signatures to a voter’s record including on
demand from DLD.
v. The ability to manage and restrict voters’ party affiliation changes.
vi. Ability for voters to select a primary ballot other than for their affiliated
party.
vii. Ability to manage voters’ privacy classification.
viii. Addressing:
1. The ability to manage domestic and international mailing
addresses.
2. The ability to manage ballot alternate delivery methods and
destinations (including fax and email) domestic and
international for designated dates.
ix. Ability to manage communication with voters including confirmation
cards, voter information cards and others.
x. The ability to add notes to the voter record.
xi. Ability to manage voters needing special accommodations.
xii. Ability to preregister underage voters, protect their data and auto
activate their records when they become eligible to vote.
b. Documents and Signatures
i. Ability to capture and store individual or batch scanned documents or
signatures and associate them with the correct voter.
c. Ability to view historical changes for a voter including registration, voting, ballot,
petition, documents, and signature histories.
d. Ability to process new online and manual registrations and updates, match the
registration to an existing voter, if it exists.
e. Ability to process new registrations and updates from DLD, match the
registration to an existing voter, if it exists.
f. Ability to identify duplicate voters based on varying criteria and resolve them.
g. Ability to transfer voters to another county.
h. The ability to merge two or more voter registrations and / or voter records
including associated documents.

10. External Interfaces

 a. The ability to process Dept. of corrections felons file and restrict voters who are
currently incarcerated from voting in elections.
b. The ability to generate a list of active voters and related information for use in
jury selection.
c. The ability to process Dept. of vital statistics files so that deceased individuals
can be removed from the voter roll.
d. The ability to process and manage data from external sources (ERIC, NCOA, etc.)
to update voter rolls.
e. The ability to validate voter identity through SSA real-time.
f. The ability to validate voter identity through DLD real-time.

11. Ballot Management

a. Ballot extracts for
i. By Mail
ii. UOCAVA (by mail, email & fax)
iii. Reissued ballots
b. The ability to create and process provisional ballots.
c. The ability to generate a sample ballot and post it on the voter portal so voters
can preview the sample ballot for their respective precinct in each election.
d. Ability to incorporate ballot processing from
i. Ballot processing equipment using the State’s specific format and
process
ii. Manual batch scanning
iii. Undeliverable mail/ballots
e. The ability to identify and spoil or unspoil ballot(s) for a voter for a given
election with an option to reissue a new ballot.
f. The ability to identify and resolve duplicate voting history for a voter in an
election.
g. Ability to track curable ballots and letters to completion.
h. The ability to run required reports to validate and reconcile election and ballot
activities.

12. Petition Management

a. Ability to add, modify, and delete petitions, including setting signature
thresholds, on a statewide and county level for traditional and candidate
petitions.
b. Allow users to determine packet numbering range.
c. Ability to generate and save/print sample packet template(s) and forms for
collecting petition signatures
d. Allow users to compare signer data against voter records, including signature
and residence, for verification and assign a status manually or automatically
based on business rules.
e. Ability to view and export processed signer records by status either at a packet
or petition level.
 f. Ability to generate and save/print petition operational and audit reports
g. Ability to access past petitions and all their relevant information.

13. Annual Processing

a. Manage pre-registered voters that will be eligible to vote in the next election.
b. Manage voters who need to be inactivated due to inactivity.
c. Manage voters who should be marked as removable due to inactivity.

14. Reporting and Data Access

a. Availability of canned operational reports for all modules above.
b. Ability of users to set up preferences and subscribe to reports.
c. Public service requests - reports for public, political party, and internal use.
d. The ability to create and run ad hoc reports.
e. Availability of State or county dashboards.

15. Data Backup Accessibility: The Ability to Meet State Data Backup Requirements
a. Ability to create and maintain snapshots or system backups several times per
year.
b. Ability to access the data in those backups for business needs.

16. System Activity Logging

a. User access logging
b. User modification logging
c. System batch process logging

PART A: Definitions
Acceptance Criteria: These are the necessary conditions of satisfaction that must be met for the
item or deliverable to be considered accepted by SDSOS. They are specific to each deliverable.
Also known as Deliverable Acceptance Criteria.

Bug: Also sometimes referred to as issue, this is an error, flaw, failure, or fault in a computer
program or system that causes it to produce an incorrect or unexpected result, or causes it to
behave in unintended ways.

Change Control Plan: This is the process for dealing with changes within the project that differ from the
original scope.
Enhancement: This is any release, version, improvement, modification, upgrade, update, or
addition to the Solution that Contractor makes available following the change control procedure upon
the customer’s request and an agreed upon change request.

TotalVote: This is Contractor’s centralized voter registration and election management system.
It will be the basis for the Solution.
User Acceptance Testing (UAT): This is a type of software testing in which users utilize a new
software product as they would in performing their daily work, and assess it in terms of
usability. Feedback is given to the development team for possible changes. This is done
before the final release of the software into production.

VR (Voter Registration System): This is a software module that will be included in the Solution,
and will support activities related to voter registration.

PART B: Deliverables
Deliverable 0 – Licensing
Task Item Del. # Description
Licensing 0.1 Contractor will deliver Solution licensing fee invoice
to SOS. A license will be granted immediately upon
payment of licensing fee.

Deliverable Format: Invoice

Acceptance Criteria: Licensing Invoice matches

Contract terms and conditions.

Deliverable 1 – Project Initiation

Task Item Del. # Description
Project Org Chart 1.1 Contractor will provide project org chart to SOS.

Deliverable Format: Adobe PDF document

Acceptance Criteria: Project team outlines roles

and escalation process.
Preliminary Project Schedule 1.2 Contractor will provide preliminary schedule (items
prior to GAP analysis) to SOS.

Deliverable Format: Adobe PDF document

Acceptance Criteria: Schedule covers items prior to

GAP analysis.

Deliverable 2 – Data Conversion

Task Item Del. # Description
Data Conversion 2.1 Data Extract
Data Conversion
Image Conversion
Data Import

Deliverable Format: Counting queries

 Acceptance Criteria: Counting queries match legacy
system queries.

Deliverable 3 – Project Planning

Task Item Del. # Description
Change Control Plan 3.1 The Change Control Plan is in place to ensure that
scope is adhered to within the project. It will
outline how to request changes and receive
estimates on items not included in the original
SOW.

Deliverable Format: Adobe PDF document

Acceptance Criteria: Provides instructions on

requesting an estimate and estimate approval for
items not included in the original SOW.
3.2 Security plan delivered to SD will cover TotalVote
System Security Plan compliance and control attestation specific to Fed
Ramp and NIST SP 800 guidelines. SD Security team
to review with TV Staff and achieve acceptance.

Deliverable Format: Adobe PDF document

Acceptance Criteria: System Security plan

submitted to SOS.
3.3 TV to deliver release-based demonstrations and
Training Plan training for appointed SOS members, with included
recordings, and manuals.

Deliverable Format: Adobe PDF document

Acceptance Criteria: Training plan outlines the train

the trainer process.
Project Schedule 3.4 Deliver initial project schedule based on the gaps to
achieve the deliverables outlined within Exhibit B
and adjust to meet optimum with SD capacity.
Achieve signoff on schedule, which will be
updateable via change control plan process. Will be
 delivered AFTER Gap Analysis to determine the
level of development necessary.

Deliverable Format: Adobe PDF document

Acceptance Criteria: Schedule outlines dates for

specific delivery items until the end of the project
(go live).

Deliverable 4 – Solution Design

Task Item Del. # Description
Stand up Development branch 4.1 Development branch must be created for KNOWiNK
of infrastructure. staff.

Deliverable Format: Hosting Invoice

Acceptance Criteria: Development branch created.

Stand up Test branch of 4.2 Upon creation of the Test branch, SOS staff will
infrastructure. receive user login information and access.

Deliverable Format: Hosting Invoice

Acceptance Criteria: SOS staff have access to Test

branch.
Stand up Production branch of 4.3 Production branch will be created near the end of
infrastructure. the project. This is where all LIVE work will be
captured.

Deliverable Format: Hosting Invoice

Acceptance Criteria: SOS staff will receive login

credentials.
Data Mapping 4.4 Establish Data Mapping Standards and Definition
between TV and SD data sources via tabular
documentation.

Deliverable Format:

Acceptance Criteria:
Interface Design 4.5 Build interface specs to include endpoints, API keys,
network availability, and receive and review API
contracts if available.
 Deliverable Format:

Acceptance Criteria:

Deliverable 5 – Delivery
Task Item Del. # Description
Release 0: OOBE 5.1 Initial OOBE infrastructure and Core Code Release
with demonstration of function. VR and admin
districts precincts users' permissions with
demonstration of function. TotalAddress Points and
Layers usable by VR module with demonstration of
function. Election Management & Ballot
Management. Creating and issuing correct ballots
to voters with demonstration of function. Public
Portal, Petitions Management, OLVR.

Deliverable Format: TotalVote Base System login

Acceptance Criteria: Demo provided of OOBE

system to SOS.

Deliverable 6 – GAP Analysis and Development

Task Item Del. # Description
GAP Release 1 6.1 Voter Registration GAP analysis performed.
Following GAP analysis, development will begin and
upon completion will be released to SOS as GAP
Release 1.

Deliverable Format: Meeting with demo of GAP

functionality.

Acceptance Criteria: Demo provided that covers

agreed upon GAPs.
GAP Release 2 6.2 Total Address

Deliverable Format: Meeting with demo and GAP

analysis.

Acceptance Criteria: Demo provided that covers

agreed upon GAPs.
GAP Release 3 6.3 Election Management
 Deliverable Format: Meeting with demo and GAP
analysis.

Acceptance Criteria: Demo provided that covers

agreed upon GAPs.
GAP Release 4 6.4 Public Portal, Petitions Management

Deliverable Format: Meeting with demo and GAP

analysis.

Acceptance Criteria: Demo provided that covers

agreed upon GAPs.
GAP Release 5 6.5 Final OOBE Base Release

Deliverable Format: Meeting with demo and GAP

analysis.

Acceptance Criteria: Demo provided that covers

agreed upon GAPs.

Deliverable 7– TotalVote Labs

Task Item Del. # Description
TotalVote Labs Election Night 7.1 Election Night Reporting base module will be
Reporting Base Release demonstrated to SOS staff.

Deliverable Format: Meeting with demo.

Acceptance Criteria: Meeting with demo

completed.
GAP analysis Election Night 7.2 GAP analysis performed on Election Night Reporting
Reporting module to ensure SOS does not lose current
functionality.

Deliverable Format: Meeting with demo and GAP

analysis.

Acceptance Criteria: GAP analysis conducted during

meeting.
TotalVote Labs Campaign 7.3 Campaign Finance base module will be
Finance Base Release demonstrated to SOS staff.

Deliverable Format: Meeting with demo.

 Acceptance Criteria: Meeting with demo
completed.
GAP analysis for Campaign 7.4 GAP analysis performed on Campaign Finance
Finance module to ensure SOS does not lose current
functionality.

Deliverable Format: Meeting with demo and GAP

analysis.

Acceptance Criteria: GAP analysis conducted during

meeting.
Final TotalVote Labs Release 7.5 Meeting with demo.

Deliverable Format: Final demo on Campaign

Finance and Election Night Reporting modules.

Acceptance Criteria: Demo provided that covers

agreed upon GAPs.

Deliverable 8 – Training and Knowledge Transfer

Task Item Del. # Description
Software Training 8.1 Software Training for Administrative staff creating
usernames managing counties, permissions, MFA
token management, configuration to properly
manage software in house for Tier 1 support

Deliverable Format: Meeting to cover training with

recording.

Acceptance Criteria: Recording of meeting provided

to SOS.
Application Training 8.2 Pre-UAT for each Released Module with a
Demonstration to SOS designated Trainee's.
Trainees will conduct Train the trainer and hold
responsibility for internal Trainee stakeholders.

Deliverable Format: Meeting recording.

Acceptance Criteria: Meeting recordings provided

to SOS following demonstrations.
 Election Night Reporting 8.3 Training on Election Night Reporting module.
Training
Deliverable Format: Meeting recording.

Acceptance Criteria: Meeting recordings provided

to SOS following demonstration.
Campaign Finance Training 8.4 Training in Campaign Finance module.

Deliverable Format: Meeting recording.

Acceptance Criteria: Meeting recordings provided

to SOS following demonstration.

Deliverable 9 – Project Implementation and Go Live Support

Task Item Del. # Description
Final Data Conversion 9.1 Final conversion and database sync completed

Deliverable Format: Data imported into Production

branch.

Acceptance Criteria: Counting queries that match

the legacy system.
Data Validation Testing 9.2 Modern system reports accurate vs legacy system
data reports as outlined in final data migration
report.

Deliverable Format: Counting queries provided.

Acceptance Criteria: Counting queries match legacy

system.
Production Application Cutover 9.3 Cease legacy system work and begin modern
system execution.

Deliverable Format: Legacy system no longer used.

Acceptance Criteria: Solely using the new TotalVote

system as system of record.
Go Live Support 9.4 Support for SOS staff to be provided by Project
Manager available for issues 24/7 one week before
and one week following go-live.

Deliverable Format: Email

 Acceptance Criteria: Emergency contact
information and guidance on how to submit issues
to Project Manager.

Deliverable 10 – Project Close Out

Task Item Del. # Description
Project Documentation and 10.1 Documentation including user manuals, relevant
Artifacts Transfer training materials, architecture documentation,
security documentation.

Deliverable Format: Adobe PDF and Word

Documents

Acceptance Criteria: User manuals, training

materials, security documentation and architecture
documentation provided to SOS.

Part C: Software License and Support

1. UPDATES AND UPGRADES: Any upgrades and updates provided by Contractor are subject to
the terms of this Contract. Updates comply with the Security requirements in the Contract.
2. BUG FIXING AND REMOTE DIAGNOSTICS: Contractor shall use commercially reasonable
efforts to provide work-around solutions or patches to reported software problems.
3. TECHNICAL SUPPORT AND MAINTENANCE: If technical support and maintenance is required
by the Contract, Contractor will use commercially reasonable efforts to respond to SDSOS in a
reasonable time when SDSOS makes technical support or maintenance requests.

SOFTWARE WARRANTY:
Contractor warrants for a period of six months from the date of acceptance (go-live) that the
software portions of the Goods and Custom Deliverable, including Software as a Service, that
Contractor directly or indirectly provides will:

a. Perform in accordance with the specific requirements of this SOW and all specifications and
documentation for the software;
b. Be suitable for the ordinary purposes for which such goods and custom deliverables are
used;
c. Be suitable for any special purposes that SDSOS has relied on Contractor’s skill or judgment
to consider when it advised the State about the Goods or Custom Deliverables;
d. Have been properly designed and manufactured; and
e. Be free of significant defects. Contractor shall provide SDSOS with bug fixes and inform
SDSOS of any known software bugs or software defects that may affect the state’s
use of the software.
 Exhibit D
Bureau of Information and Telecommunications
Required IT Contract Terms

Acknowledgement: State of South Dakota Information Technology Security Policy

Contractor: The individual signing this form on behalf of their entire company affirms that he/she has the
authority to commit the Contractor and all its employees to follow the terms of this agreement.
Kevin Schott 06/10/2024 06/10/2024
Kevin Schott (Jun 10, 2024 14:00 CDT)

Contractor Signature Date BIT Contact Date

Kevin Schott KnowInk, LLC
Printed Contractor name and Company name

Revised 2022