180000001206.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 6 to

Contract Number MA180000001206

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Grant Thornton Advisors LLC

171 N. Clark Street Suite 200

Chicago IL 60601

Sylvia Cho

248-213-4219 sylvia.cho@us.gt.com

CV0018101

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Pr og ra m

M an ag er

John Sullivan MGCB sullivanjl@michigan.gov

C on tr ac t Ad m in is tr at or Adam Ashley DTMB

(517)855-1376 ashleya2@michigan.gov

CONTRACT SUMMARY

Financial Consulting Services for Michigan Gaming

INITIAL EFFECTIVE DATE

October 30, 2018

INITIAL EXPIRATION DATE

October 30, 2023

INITIAL AVAILABLE OPTIONS

3 - 1 Year

EXPIRATION DATE BEFORE

October 30, 2026

PAYMENT TERMS

NET 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

REVISED EXP. DATE

CURRENT VALUE

$3,665,531.20

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$3,665,531.20

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective April 13, 2026, this Contract is amended to reflect updated accessibility requirements. All prior references to ADA, Accessibility, and/or WCAG 2.0 are replaced and superseded with the following language:

Accessibility Requirements.

The State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted standards and procedures regarding accessibility requirements for websites, applications, content, and electronic documents. Due to a change in the law, the State is required to comply with specific accessibility standards for websites, applications, content and documents.

Starting 4/24/2026, throughout the Term, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract, must comply with WCAG 2.1 Level AA.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Kurt Steinkamp

248-213-4219 steinkampk@Michigan.gov

Adam Ashley

517-855-1376 ashleya2@michigan.gov

STATE CONTACTS

DTMBC

ontract

A dm inistrator

Program

M anager

MGCB

Grant Thornton Advisors LLC 171 N. Clark Street Suite 200 Chicago IL 60601

Sylvia Cho

248-213-4219 sylvia.cho@us.gt.com

CV0018101

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CONTRACT SUMMARY

Financial Consulting Services for Michigan Gaming

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE October 30, 2018 October 30, 2023 3 - 12 Months October 30, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other NoYes

N/ANET 45

Contract Number MA180000001206 to

Guidehouse Inc.

1676 International Dr Suite 800 McLean VA 22102

Eliana Albelbaisi

972-900-5825 ealbelbaisi@guidehouse.com

CV0017579

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Change Notice Number 5

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$3,665,531.20 $0.00 $3,665,531.20

DESCRIPTION

Effective February 19, 2025, CN 4 is hereby void with the attachment of the Consent to Assignment form.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency

Consent to Assignment Agreement

Grant Thornton LLP (the “Assignor”), an Illinois limited liability partnership; Grant Thornton Advisors LLC (the “Assignee”), a Delaware limited liability company; and the Michigan Department of Technology, Management & Budget (the “State”), enter into this Consent to Assignment Agreement (“Consent”) on this 7 day of March, 2025 (the “Effective Date”). The Assignor, the Assignee, and the State are collectively referred to as the “Parties.”

WHEREAS, the State and Assignor are parties to Contract No. 180000001206 with an effective date of October 30, 2018 (the “Contract”);

WHEREAS, Assignor plans to enter into an agreement to be effective as of March 7, 2025 to assign all of its rights and obligations under the Contract to Assignee (the “Assignment”), and has requested the consent of the State to such Assignment as required by Section 13 of the Contract; and

WHEREAS, the State agrees to consent to the Assignment subject to the terms and conditions set forth herein;

NOW THEREFORE, the Parties agree as follows:

1. Included in the term “Contract” are all modifications and change notices made under the terms of the

Contract between the State and Assignor on or before the effective date of the Assignment, and all modifications and change notices made under the terms of the Contract between the State and Assignee on or after the effective date of the Assignment.

2. Effective upon the execution of the Assignment, Assignor shall assign all its right, title, interest, obligations, responsibilities, and duties in and to the Contract to Assignee, and Assignee shall accept the assignment of all of Assignor’s obligations, responsibilities, liabilities, and duties under the Contract and all of Assignor’s right, title, and interest in and to the Contract as if the Assignee were the original party to the Contract.

3. Effective upon the execution of the Assignment, Assignor shall waive any claims and rights against the State that it now has or may have in the future in connection with the Contract.

4. Effective upon the execution of the Assignment, Assignee ratifies all previous actions taken by the Assignor with respect to the Contract, with the same force and effect as if the action had been taken by the Assignee.

5. All payments and reimbursements previously made by the State to the Assignor, and all other previous actions taken by the State under the Contract, shall be considered to have discharged those parts of the State’s obligations under the Contract. All payments and reimbursements made by the State after the date of the execution of the Assignment in the name of or to the Assignor shall have the same force and effect as if made to the Assignee, and shall constitute a complete discharge of the State’s obligations under the Contract, to the extent of the amounts paid or reimbursed.

6. The Assignor and the Assignee agree that the State is not obligated to pay or reimburse either of them for, or otherwise give effect to, any costs, taxes, or other expenses, or any related increases, directly or indirectly arising out of or resulting from the Assignment, other than those that the State in the absence of this Assignment would have been obligated to pay or reimburse under the terms of the Contract.

7. With regard to the Contract, the Assignee represents and warrants that:

a. It is registered to do business in the State of Michigan and has all of the licenses required in order to provide the goods/services pursuant to the Contract.

b. All certifications, representations and warranties in the Contract are true and accurate as to Assignee.

c. It is in a position to fully perform all obligations that may exist under the Contract.

d. Neither it nor any of its affiliates are in litigation or other dispute with the State of Michigan or any Agency thereof of other affiliated body or political subdivision of the State of Michigan.

e. Neither it nor any of its affiliates have been debarred, suspended, or disqualified from bidding or contracting with any entity, including the State of Michigan.

f. It is neither currently engaged in nor will engage in the boycott of a person based in or doing business with a strategic partner as described in 22 USC 8601 to 8606.

8. Assignor and Assignee represent and warrant that all information furnished and representations made in connection with this Consent is true, accurate, and complete, and contains no false statements or omits any fact that would make the information misleading.

9. This consent is given without prejudice to the State’s rights under the Contract, and is expressly limited to the assignment of the Contract to Assignee pursuant hereto, and shall not be deemed a consent to or authorization for any further or other assignment of the Contract. Nothing contained in this Consent shall be construed as modifying, waiving, or affecting any of the provisions, covenants, or conditions for any of the State’s rights or remedies under the Contract. The State in executing its consent to the Assignment, does not release Assignor from any claims or remedies it may have against Assignor under the Contract.

10. This Consent shall not operate as a waiver of the prohibition against further assignments without the State’s consent as provided in the Contract. Any attempt to further transfer the Contract without the consent of the State shall be void.

11. This Consent may be amended or modified only by an instrument in writing signed by the State, Assignor, and Assignee. Any waiver shall be effective only for the specified purpose for which it is given.

12. This Consent may be executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument and any of the parties hereto may execute this Consent by signing any such counterpart; provided, this Consent shall not become effective prior to the State having received counterpart(s) hereof signed by all of the intended parties hereto.

13. This Consent is governed, construed, and enforced in accordance with Michigan law, excluding choice-of-law principles, and all claims relating to or arising out of this Contract are governed by Michigan law, excluding choice-of-law principles. Any dispute arising from this Consent must be resolved in Michigan Court of Claims. Contractor consents to venue in Ingham County, and waives any objections, such as lack of personal jurisdiction or forum non conveniens. Contractor must appoint agents in Michigan to receive service of process.

14. If any provision of this Consent shall be declared by any court of competent jurisdiction illegal, void or unenforceable (in whole or in part) for any reason, the remaining provisions of this Consent shall not be affected, but shall remain in full force and effect.

15. IN WITNESS WHEREOF, the parties have caused this Consent to be executed as of the Effective

Date by their duly authorized representatives.

Assignor Assignee The State

Janet Malzone

Sylvia Cho

Adam Ashley

(Assignor-Please Print) (Assignee-Please Print) (State-Please Print)

(Signature of Assignor) (Signature of Assignee) (Signature of State)

CEO

Principle

Buyer (Assignor-Title) (Assignee-Title) (State-Title)

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Kurt Steinkamp

248-213-4219 steinkampk@Michigan.gov

Adam Ashley

517-855-1376 ashleya2@michigan.gov

STATE CONTACTS

DTMBC

ontract

A dm inistrator

Program anager

MGCB

Guidehouse Inc.

1676 International Dr Suite 800 McLean VA 22102

Eliana Albelbaisi

972-900-5825 ealbelbaisi@guidehouse.com

CV0017579

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CONTRACT SUMMARY

Financial Consulting Services for Michigan Gaming

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE October 30, 2018 October 30, 2023 3 - 12 Months October 30, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other NoYes

N/ANET 45

Contract Number MA180000001206 to

GRANT THORNTON LLP

171 N. Clark Street, Suite 200 Chicago IL 60601

Sylvia Cho

248-213-4219 sylvia.cho@us.gt.com

CV0018101

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Change Notice Number 4

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$3,665,531.20 $0.00 $3,665,531.20

Effective July 11, 2024, the following changes are hereby incorporated into this contract.

1. The Contractor has been changed to Guidehouse Inc. and the new Contractor Contract Administrator is Eliana Albelbaisi.

2. The State Contract Administrator has been changed to Adam Ashley ashleya2@michigan.gov

(517) 855-1376

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number 180000001206 steinkampk@Michigan.gov

Kurt Steinkamp

Jordana Sager sylvia.cho@us.gt.com

Sylvia Cho

Chicago, IL 60601

GRANT THORNTON LLP

CV0018101

248-213-4219

171 N. Clark Street, Suite 200

(517) 896-1903

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P ro g ra m a n a g e r

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248-213-4219

DTMB

sagerj2@michigan.gov

$3,665,531.20

October 30, 2018 October 30, 2023

FINANCIAL CONSULTING SERVICES FOR MICHIGAN GAMING

October 30, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☒ 3 year ☐ October 30, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $3,665,531.20

Effective June 30, 2023, the 3 - 1 year options available on this contract are hereby exercised. The revised contract expiration date is 10/30/2026.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

MGCB

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

180000001206Contract Number steinkampk@Michigan.gov

Kurt Steinkamp

Jordana Sager sylvia.cho@us.gt.com

Sylvia Cho

Chicago, IL 60601

GRANT THORNTON LLP

CV0018101

248-213-4219

171 N. Clark Street, Suite 200

(517) 896-1903

S T

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P ro g n a g e r

C o n tra ct

A d m in istra to r

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248-213-4219

DTMB

sagerj2@michigan.gov

$3,665,531.20

October 30, 2018 October 30, 2023

FINANCIAL CONSULTING SERVICES FOR MICHIGAN GAMING

October 30, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $3,665,531.20

Effective March 2, 2023, the Contract Administrator has been changed to Jordana Sager:

Jordana Sager SagerJ2@michigan.gov 517-896-1903

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

MGCB

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

180000001206Contract Number steinkampk@Michigan.gov

Kurt Steinkamp

Courtney Powell sylvia.cho@us.gt.com

Sylvia Cho

Chicago, IL 60601

GRANT THORNTON LLP

CV0018101

248-213-4219

171 N. Clark Street, Suite 200

(517) 249-0452 S

T A

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P ro g n a g e r

C o n tra c t

A d m in is tra to r

C O

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MGCB

248-213-4219

DTMB

powellc11@michigan.gov

$3,665,531.20

October 30, 2018 October 30, 2023

FINANCIAL CONSULTING SERVICES FOR MICHIGAN GAMING

October 30, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ N/A ☐ N/A N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $3,665,531.20

Effective January 1, 2021, pricing on this Contract is decreased, per Attachment Schedule B, Pricing.

Please note the Contract Administrator has been changed to Courtney Powell: Phone: 517-249-0452; Email:

powellc11@michigan.gov, per Section 2 and 3 of Standard Contract Terms.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

Contract # 171 180000001206 Financial Consulting Services for the Michigan Gaming Control Board

SCHEDULE B

PRICING

1. Pricing includes all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State. Travel expenses may be billed separately;

International Travel must be approved by the MGCB Program Manager; continental US Travel must be billed at rates within the State of Michigan’s Travel Policy, which can be viewed at https://www.michigan.gov/dtmb/0,5552,7-358-82548_13132---,00.html.

Level

Estimated* Hourly Rate

Year 1

Hourly Rate Hourly Rate Hourly Rate Hourly Rate

Hours per Year Year 2 Year 3 Year 4 Year 5

Partner 300 $443.70 $448.14 $448.14 $448.14 $461.72

Manager Director 300 $443.70 $448.14 $448.14 $448.14 $461.72

Director 300 $402.90 $406.93 $406.93 $406.93 $419.26

Manager 500 $306.00 $309.06 $309.06 $309.06 $318.42

Senior Staff 500 $255.00 $257.55 $257.55 $257.55 $265.35

Support Staff 500 $102.00 $103.02 $103.02 $103.02 $106.14

TOTAL YEARLY PRICE $718,590.00 $725,775.90 $725,775.90 $725,775.90 $747,767.64

TOTAL FIVE YEAR PRICE $3,643,685.34

*Hours are an estimate only. The actual number of hours that will be needed for each project will vary and are not guaranteed.

Contract No. 180000001206 1

Department of Technology Management and Budget, Procurement 525 West Allegan, Lansing MI 48933

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 180000001206

between

THE STATE OF MICHIGAN

and

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Grant Thornton LLP

S T

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P ro g n a g e r

Kurt Steinkamp MGCB

171 N. Clark Street, Suite 200 (248) 213-4219

Chicago, IL 60601 steinkampk@michigan.gov

Sylvia Cho

C o n tr a c t

A d m in is tr a to r Lisa Spitzley DTMB

(248) 213-4219 (517)249-0440

Silvia_Cho@us.gt.com spitzleyl4@michigan.gov

CV0018101

DESCRIPTION: Financial Consulting Services for Michigan Gaming Control Board (MGCB)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

10/30/2018 10/30/2023 3, 1-year N/A

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded on the basis of our inquiring RFP No.

180000002437. Orders for delivery will be issued directly by Departments through the issuance of a Delivery Order Form

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $3,665,531.20

CONTRACT NO. 180000001206

mailto:steinkampk@michigan.gov mailto:Silvia_Cho@us.gt.com mailto:spitzleyl4@michigan.gov

Contract No. 180000001206 2

FOR THE CONTRACTOR:

Grant Thornton, LLP Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Chelsea Lugibihl, Services Manager Name & Title

DTMB

Agency

Date

Contract No. 180000001206 3

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Grant

Thornton (“Contractor”), an Illinois limited liability company. This Contract is effective on October 30, 2018

(“Effective Date”), and unless terminated, expires on October 30, 2023.

This Contract may be renewed for up to 3 additional 1-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in

Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract

Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the

Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the

State, and clearly identify themselves whenever making contact with the State.

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier;

(b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

Lisa Spitzley

525 W. Allegan 1st Floor

Lansing MI 48913 spitzleyl4@michigan.gov

Ryan Stecewicz Grant Thornton LLP 171 N. Clark Street, Suite 200 Chicago, IL 60601

Contract No. 180000001206 4

(517) 249-0440 Ryan.Stecewicz@us.gt.com

(248) 233-6988

3. Contract Administrator. The Contract Administrator for each party is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

State: Contractor:

Lisa Spitzley

525 W. Allegan 1st Floor

Lansing MI 48913 spitzleyl4@michigan.gov

(517) 249-0440

Sylvia Cho, Principal

27777 Franklin Road, Suite 800 Southfield, MI 48034

(248) 415-6060

(630) 803-3751 Sylvia.Cho@us.gt.com

4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

Kurt Steinkamp

3062 W. Grand Blvd., Suite L-700

Detroit, Michigan 48202

Steinkampk@michigan.gov

(313) 456-4140

Sylvia Cho, Principal

27777 Franklin Road, Suite 800 Southfield, MI 48034

(248) 415-6060

(630) 803-3751 Sylvia.Cho@us.gt.com mailto:Ryan.Stecewicz@us.gt.com mailto:spitzleyl4@michigan.gov mailto:spitzleyl4@michigan.gov mailto:Sylvia.Cho@us.gt.com mailto:Steinkampk@michigan.gov mailto:Sylvia.Cho@us.gt.com

5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in Schedule A) if, in the opinion of the State, it will ensure performance of the Contract.

6. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State;

and (c) be provided by a company with an A.M. Best rating of "A" or better, and a financial size of VII or better.

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimal Limits:

$1,000,000 Each Occurrence Limit

$1,000,000 Personal & Advertising Injury Limit

$2,000,000 General Aggregate Limit

$2,000,000 Products/Completed Operations

Deductible Maximum:

$50,000 Each Occurrence

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG

2010 07 04 and CG 2037 07 0.

Automobile Liability Insurance

If a motor vehicle is used in relation to the

Contractor's performance, the Contractor must have vehicle liability insurance on the motor vehicle for bodily injury and property damage as required by law.

Contractor must have their policy include

Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Minimal Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimal Limits:

$500,000 Each Accident

$500,000 Each Employee by Disease

$500,000 Aggregate Disease.

Privacy and Security Liability (Cyber Liability) Insurance

Minimal Limits:

$1,000,000 Each Claim

$1,000,000 Annual Aggregate

Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

Professional Liability (Errors and Omissions) Insurance

Minimal Limits:

Contract No. 180000001206 6

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the

Contract Activities; and (c) if coverage is canceled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or purchase order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section; (c) notify the Contract Administrator within 5 business days if any insurance is cancelled;

and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring

Contractor to indemnify, defend and hold harmless the State).

7. Administrative Fee and Reporting. Contractor must pay an administrative fee of 1% on all MiDeal payments made to Contractor under the Contract including transactions with MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made by check payable to the State of Michigan and mailed to:

Department of Technology, Management and Budget

Cashiering

P.O. Box 30681

Lansing, MI 48909

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to DTMB-

Procurement.

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

8. Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal. Upon written agreement between the State and Contractor, this contract may also be extended to: (a) State of Michigan employees and (b) other states (including governmental subdivisions and authorized entities).

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms.

The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.

$3,000,000 Each Claim

$3,000,000 Annual Aggregate

Deductible Maximum:

$50,000 Per Loss http://www.michigan.gov/mideal

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9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract.

Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein. With the sole exception of any preexisting licensed works identified in the SOW, the Contractor assigns, and upon creation of each Contract Activity automatically assigns, to the State, ownership of all United States and international copyrights, trademarks, patents, or other proprietary rights in each and every Contract Activity, whether or not registered by the Contractor, insofar as any the Deliverable, by operation of law, may not be considered work made for hire by the Contractor for the State. From time to time upon the State’s request, the Contractor must confirm the assignment by execution and delivery of the assignments, confirmations of assignment, or other written instruments as the State may request. The State may obtain and hold in its own name all copyright, trademark, and patent registrations and other evidence of rights that may be available for Contract Activities.

10. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation, and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor.

The State, in its sole discretion, may require the replacement of any subcontractor.

11. Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel for good faith reasons relating to performance by providing a notice to Contractor.

12. Background Checks. Upon request, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope will include Michigan State Police Background checks (ICHAT) and may include the National Crime Information Center (NCIC) Finger Prints. Proposed Contractor personnel may be required to complete and submit an RI-8 Fingerprint Card for the NCIC Finger Print Check. . Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

13. Assignment. Neither party may assign this Contract to any other party without the prior approval of the other party which shall not be unreasonably withheld. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

14. Change of Control. Contractor will notify, at least 90 calendar days before the effective date, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

15. Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in Schedule A.

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16. Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in Schedule A. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted, but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 23, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost prior to final acceptance, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days, which shall not be less than 10, for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct, prior to final acceptance, deficiencies in accordance with the time response standards set forth in this

Contract unless the State grants an equitable adjustment.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part.

17. Reserved.

18. Reserved.

19. Reserved.

20. Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the

State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities performed as specified in Schedule A. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. Notwithstanding the foregoing, all prices are inclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time.

Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT).

Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the

State to Contractor under this Contract.

21. Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Schedule A.

22. Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or purchase order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

http://www.michigan.gov/SIGMA

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23. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations and fails to cure a breach within the time, stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 24, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State or satisfactorily perform by Contractor on or before the date of termination. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs.

24. Termination for Convenience. The State may terminate this Contract upon 30 days advance notice in whole or in part without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately, or (b) continue to perform the Contract Activities in accordance with Section 25, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay for services performed up to the date of termination.

25. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days) if permitted, provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). Any unfinished work shall be provided “as is” without any warranty of any kind and, provided further, Contractor shall not have any liability to the State as a result of the State’s use of any unfinished, incomplete, or draft work product This Contract will automatically be extended through the end of the transition period.

26. General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (b) any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable);.

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The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the extent that Contractor is materially prejudiced. Contractor must, to the satisfaction of the State, demonstrate its financial ability to carry out these obligations.

The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; or (iii) employ its own counsel at its expense. Contractor will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.

Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney

General.

27. Infringement Remedies. If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by the State with appropriate credits to the State against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it.

28. Limitation of Liability and Disclaimer of Damages.

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

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

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

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

LIMITATION LOST PROFITS AND LOST BUSINESS OPPORTUNITIES.

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

OTHER PARTY UNDER THIS CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER

IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR

ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED TWO TIMES THE

MAXIMUM THE AGGREGATE CONTRACT PRICE. As used in this clause, the term “Aggregate Contract

Price” means the total price for the initial Term and all renewal terms of this Contract.

(c) Exceptions. Subsections (a) (Disclaimer of Damages) and (b) (Limitation of Liability) above, shall not apply to: (i) Contractor’s obligation to indemnify under Section 26 of this Contract; and damages arising from either party’s willful misconduct or fraud.

(d) Nothing herein shall be construed to waive any law regarding sovereign immunity, or any other immunity, restriction, or limitation on recovery provided by law.

29. Disclosure of Litigation, or Other Proceeding. Contractor must disclose any material criminal litigation, investigations or proceedings involving the Contractor (and each subcontractor) or any of its officers or directors or any litigation, investigations or proceedings under the Sarbanes-Oxley Act. In addition, Contractor must notify the State within 30 calendar days of receiving notice of any material civil litigation, arbitration, or other proceeding (collectively, “Proceeding”) which arises during the term of the Contract and extension to which i Contractor (or to the extent Contractor is aware, any subcontractor) which involves,: (1) a claim that might reasonably be expected to adversely affect Contractor’s viability or financial stability; or (2) a governmental or public entity’s claim or written allegation of fraud by a governmental or public entity arising out of their business dealings with governmental or public entities.

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Details of settlements which are prevented from disclosure by the terms of the settlement may be annotated. Information provided to the State from Contractor’s publicly filed documents referencing its material litigation will be deemed to satisfy the requirements of this Section..

30. Reserved.

31. State Data.

a. Ownership. The State’s data (“State Data,” which will be treated by Contractor as Confidential Information) includes: (a) the State’s data collected, used, processed, stored, or generated as the result of the Contract Activities; (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the Contract Activities, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements here listed; and, (c) personal health information (“PHI”) collected, used, processed, stored, or…