180000001293.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 11 to Contract Number MA180000001293

C U

RREN

T C

O N

TRAC

TO

R

SourceHOV LLC

38120 Amrhein Livonia MI 48150

E.J. Roman

734-564-2864 ej.roman@exelaonline.com

VS0032866

N

EW

C O

N

TRAC

TO

R

Hov Services Inc.

38120 Amrhein Livonia MI 48150

E.J. Roman

734-564-2864 ej.roman@exelaonline.com

VS0041647

STATE CONTACTS

Program

M anager

Various Various C ontract

Adm inistrator

Melissa Beck DTMB

BeckM3@michigan.gov

CONTRACT SUMMARY

Printing and Mailing Services for the Michigan Child Support Enforcement System (MICSES)

INITIAL EFFECTIVE DATE

November 28, 2018

INITIAL EXPIRATION DATE

November 27, 2023

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE BEFORE

November 27, 2027

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

0 Years

REVISED EXP. DATE

CURRENT VALUE

$20,351,720.67

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$20,351,720.67

DESCRIPTION

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

Effective April 1, 2026, Pricing on this contract is hereby updated, per revised Attachment Schedule B.

In addition, name changed to HOV Services Inc., customer # CV0041647.

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

CHANGE NOTICE NO. 11 TO CONTRACT NO. MA180000001293

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB Gurpreet Sandhu 573-821-4805 sandhug@michigan.gov

MDHHS Pratin Trivedi 517-334-6560 TrivediP@michigan.gov

Revised Pricing Table (3.5% ECI Increase)

Effective 4/1/2026 Estimated <50% RFP Volume

Estimated 100% RFP Volume Estimated >150% RFP Volume

ITEM Avg. Qty per Envelope

Unit Cost Extend Cost @ 2,050,000 pieces

Unit Cost Extend Cost @ 4,150,000 pieces

Unit Cost Extend Cost @ 6,150,000 pieces

File & Data Processing

4 $ 0.006340 $ 51,984.93 $ 0.004786 $ 79,442.91 $ 0.003231 $ 79,474.54

Print (Black & White)

4 $ 0.010897 $ 89,352.89 $ 0.010897 $ 180,885.11 $ 0.010897 $ 268,058.66

Print (Color) 4 $ 0.009022 $ 73,980.35 $ 0.009022 $ 149,765.09 $ 0.009022 $ 221,941.04

Paper 2 $ 0.012741 $ 52,236.78 $ 0.012741 $ 105,747.64 $ 0.012741 $ 156,710.35

Folding 2 $ 0.003231 $ 13,245.76 $ 0.002392 $ 19,856.01 $ 0.001674 $ 20,596.22

Inserting 2 $ 0.016987 $ 69,647.49 $ 0.012801 $ 106,248.05 $ 0.008733 $ 107,416.55

Zip Code Sorting

1 $ 0.008493 $ 17,410.71 $ 0.006459 $ 26,805.14 $ 0.004426 $ 27,221.43

Seal & Meter 1 $ 0.002631 $ 5,393.91 $ 0.002034 $ 8,440.93 $ 0.001316 $ 8,094.37

Envelopes #10 1 $ 0.032034 $ 65,669.10 $ 0.032034 $ 132,939.89 $ 0.032034 $ 197,007.30

Envelopes 6X9 1 $ 0.054819 $ 112,379.05 $ 0.054819 $ 227,499.04 $ 0.054819 $ 337,137.14

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Printing and Mailing Services for the Michigan Child Support Enforcement System (MICSES)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 28, 2018 November 27, 2023 5 - 1 Year November 27, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

38120 Amrhein

Livonia MI 48150

E.J. Roman

734-564-2864 ej.roman@exelaonline.com

VS0032866

SourceHOV LLC

C O

N

TR

A C

TO

R

Melissa Beck

(517) 897-1502

DTMB

Various Various beckm3@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 10

Contract Number MA180000001293 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$20,351,720.67 $0.00 $20,351,720.67

Effective August 18, 2025, the following changes are made to this contract:

Contract Administrator for this contract is being updated to: Melissa Beck, Beckm3@michigan.gov, 517- 897-1502.

Update US Postal rate changes effective July 13, 2025, for state of Michigan the new blended rate is $0.6170 w.e.f. 07.13. Also attached are updated USPS rates.

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

AGENCY NAME PHONE EMAIL

MDHHS Pratin Trivedi 517-334-6560 TrivediP@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 10 TO CONTRACT NO. MA180000001293

POSTAL SERVICE RATE CHANGE

Effective July 13, 2025

Summary:

On April 9, 2025 the U.S. Postal Service requested approval from the Postal Regulatory Commission (PRC) for price changes effective for their Market Dominant products which includes First-Class mail. Rates were approved by the PRC on May 30, 2025 and the new prices will go into effect on July 13, 2025.

New pricing or rate changes by the US Postal Service include:

First Class mail prices increased approximately 7.4% Certified mail fee increased to $5.30

Old to New Rate Comparison: (Key Products)

First-Class Letters – Up to 3.5 oz. Automation Rates Current Rate

New Rate

First Class Letter – Single Piece Stamped* $0.730 $0.780 First Class Letter – Single Piece Metered* $0.690 $0.740 First Class Letter – Mixed AADC Non-Automation $0.636 $0.686 First Class Letter – Mixed AADC Presort $0.622 $0.672 First Class Letter – AADC Presort $0.593 $0.641 First Class Letter – 5-Digit Presort $0.545 $0.593

*Single rate for up to 3.5 ounces does not apply to stamped and metered single piece items.

First-Class Flats – 1 Ounce Automation Rates Current Rate

New Rate

First Class Flats – Single Piece $1.500 $1.630 First Class Flats – Presorted Non-Automation $1.400 $1.520 First Class Flats – Mixed AADC $1.355 $1.488 First Class Flats – AADC $1.212 $1.331 First Class Flats – 3-Digit $1.132 $1.235 First Class Flats – 5-Digit $0.874 $0.970

Effective July 13, 2025

Certified Mail Current Rate

New Rate

Certified Mail $4.85 $5.30 First-Class - Return Receipt

Electronic – Copy of signature $2.62 $2.82

Retail – Original signature $4.10 $4.40

Foreign Mail Current Rate

New Rate

Letters – weight not over 1 ounce $1.65 $1.70 Letters – weight not over 2 ounces $1.70 $1.99

Letters – weight not over 3 ounces $1.99 $2.28

Letters – weight not over 3.5 ounces $2.28 $2.57

Postcards Current Rate

New Rate

Domestic Postcard $0.56 $0.62

Foreign Postcard $1.65 $1.70

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

CONTRACT SUMMARY

Printing and Mailing Services for the Michigan Child Support Enforcement System (MICSES)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 28, 2018 November 27, 2023 5 - 12 Months November 27, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

38120 Amrhein

Livonia MI 48150

E,J Roman

734-564-2864 ej.roman@excelaonline.com

VS0032866

SourceHOV LLC

C O

N

TR

A C

TO

R

Alannah Doak

5172309424

DTMB

Various Various

DoakA@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 9

Contract Number MA180000001293 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$20,351,720.67 $0.00 $20,351,720.67

DESCRIPTION

Effective April 1, 2025, Pricing on this contract is hereby updated, per revised Attachment Schedule B.

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

MDHHS Pratin Trivedi 517-334-6560 TrivediP@michigan.gov

Program Managers for

CHANGE NOTICE NO. 9 TO CONTRACT NO. MA180000001293

Exela 38120 Amrhein Livonia, MI 48150 734 632-1600

Revised Pricing Table (3.6% ECI Increase)

Effective 4/1/2025

Estimated <50% RFP Volume Estimated 100% RFP Volume Estimated >150% RFP Volume

ITEM

Avg. Qty per Envelope

Unit Cost Extend Cost @ 2,050,000 pieces Unit Cost

Extend Cost @ 4,150,000 pieces Unit Cost

Extend Cost @ 6,150,000 pieces File & Data Processing 4 $ 0.006125 $ 50,226.98 $ 0.004624 $ 76,756.44 $ 0.003121 $ 76,786.99

Print (Black & White) 4 $ 0.010528 $ 86,331.29 $ 0.010528 $ 174,768.22 $ 0.010528 $ 258,993.87 Print (Color) 4 $ 0.008717 $ 71,478.59 $ 0.008717 $ 144,700.57 $ 0.008717 $ 214,435.78 Paper 2 $ 0.012310 $ 50,470.32 $ 0.012310 $ 102,171.63 $ 0.012310 $ 151,410.97 Folding 2 $ 0.003121 $ 12,797.83 $ 0.002311 $ 19,184.55 $ 0.001618 $ 19,899.73 Inserting 2 $ 0.016413 $ 67,292.26 $ 0.012368 $ 102,655.12 $ 0.008438 $ 103,784.11 Zip Code Sorting 1 $ 0.008206 $ 16,821.94 $ 0.006241 $ 25,898.68 $ 0.004277 $ 26,300.90 Seal & Meter 1 $ 0.002542 $ 5,211.51 $ 0.001965 $ 8,155.49 $ 0.001272 $ 7,820.65 Envelopes #10 1 $ 0.030950 $ 63,448.41 $ 0.030950 $ 128,444.33 $ 0.030950 $ 190,345.22 Envelopes 6X9 1 $ 0.052965 $ 108,578.79 $ 0.052965 $ 219,805.84 $ 0.052965 $ 325,736.37 http://www.exelatech.com/

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

CONTRACT SUMMARY

Printing and Mailing Services for the Michigan Child Support Enforcement System (MICSES)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 28, 2018 November 27, 2023 5 - 12 Months November 27, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

38120 Amrhein

Livonia MI 48150

E,J Roman

734-564-2864 ej.roman@excelaonline.com

VS0032866

HOV Services, Inc.

C O

N

TR

A C

TO

R

Alannah Doak

(517) 230-9424

DTMB

Various Various

DoakA@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 8

Contract Number MA180000001293 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

24 Months November 27, 2027

$15,051,720.67 $5,300,000.00 $20,351,720.67

DESCRIPTION

Effective 9/24/2024, this contract is hereby increased by $5,300,000.00. The third and fourth option years available on this contract are hereby exercised. The revised contract expiration date is 11/27/2027.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on 9/24/2024.

DTMB Gurpreet Sandhu 573-821-4805 SandhuG@michigan.gov

MDHHS Pratin Trivedi 517-334-6560 TrivediP@michigan.gov

Program Managers for

CHANGE NOTICE NO. 8 TO CONTRACT NO. MA180000001293

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Printing and Mailing Services for the Michigan Child Support Enforcement System (MICSES)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 28, 2018 November 27, 2023 5 - 12 Months November 27, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

38120 Amrhein

Livonia MI 48150

E,J Roman

734-564-2864 ej.roman@excelaonline.com

VS0032866

HOV Services, Inc.

C O

N

TR

A C

TO

R

Alannah Doak

(517) 230-9424

DTMB

Various Various

DoakA@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 7

Contract Number MA180000001293 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

12 Months November 27, 2025

$12,551,720.67 $2,500,000.00 $15,051,720.67

DESCRIPTION

Effective 7/16/2024, this contract is hereby increased by $2,500,000. The second option year available on this contract is hereby exercised. The revised contract expiration date is 11/27/2025.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on 7/16/2024.

MDHHS Pratin Trivedi 517-334-6560 TrivediP@michigan.gov

Program Managers for

CHANGE NOTICE NO. 7 TO CONTRACT NO. MA180000001293

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Printing and Mailing Services for the Michigan Child Support Enforcement System (MICSES)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 28, 2018 November 27, 2023 5 - 12 Months November 27, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

38120 Amrhein

Livonia MI 48150

E,J Roman

734-564-2864 ej.roman@excelaonline.com

VS0032866

HOV Services, Inc.

C O

N

TR

A C

TO

R

Alannah Doak

(517) 230-9424

DTMB

Various Various

DoakA@michigan.gov

STA

TE

C ontract

A dm inistrator Program M anager

N/ANet 45

Change Notice Number 6

Contract Number MA180000001293 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$12,551,720.67 $0.00 $12,551,720.67

DESCRIPTION

Effective 5/14/2024, the following amendment is hereby incorporated into the contract per Attachment 1.

Effective 4/1/2024, pricing on this contract is hereby updated, per Attachment 2.

Please note the Contract Administrator has been changed to Alannah Doak.

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

MDHHS Pratin Trivedi 517-334-6560 TrivediP@michigan.gov

Program Managers for

CHANGE NOTICE NO. 6 TO CONTRACT NO. MA180000001293

Attachment 1

1. Pricing terms under Schedule B of the Contract (NOTICE OF CONTRACT NO. 171- 180000001293 dated November 28, 2018)-

All Prices and rates contained in this Contract may increase subject to an annual cost of living adjustment. Adjustments will not occur more than once in a twelve (12) month period. The amount of any such increase will not exceed the lower of (a) five percent (5%), or (b) the percentage increase in the ECI during the past twelve (12) months. “ECI” will mean Table 5 of the Employment Cost Index for Total Compensation (not seasonally adjusted), Production, Excluding Incentive Paid Occupations, December 2005 = 100, as published by the U.S. Department of Labor, Bureau of Labor Statistics.“. No adjustment will be made to prices and rates in the event of a reduction in the

ECI.

2. Postage Deposit. The State will pay a Postage Deposit, paid upon execution of Contract Change Notice No. 6, equal to $ 135,000.00, which is based on the State's estimated 30-day volume. A Postage Deposit is required to cover postage expenses for 30 days. It is then reviewed by the Contractor each quarter thereafter and revised as necessary, consistent with services actually being provided. Contractor will notify the State in the monthly invoice when additional Postage Advance is required based on the aforementioned quarterly true-up.

Attachment 2

Revised Pricing Table (3% ECI Increase) Effective 4/1/2024

Estimated <50% RFP Volume Estimated 100% RFP Volume Estimated >150% RFP Volume

ITEM

Avg. Qty per Envelope

Unit Cost Extend Cost @

2,050,000 pieces

Unit Cost Extend Cost @

4,150,000 pieces

Unit Cost Extend Cost @ 6,150,000 pieces

File & Data Processing 4 $ 0.005912 $ 48,481.64 $ 0.004463 $ 74,089.22 $ 0.003013 $ 74,118.72

Print (Black & White) 4 $ 0.010162 $ 83,331.36 $ 0.010162 $ 168,695.19 $ 0.010162 $ 249,994.08

Print (Color) 4 $ 0.008414 $ 68,994.78 $ 0.008414 $ 139,672.37 $ 0.008414 $ 206,984.35 Paper 2 $ 0.011882 $ 48,716.53 $ 0.011882 $ 98,621.26 $ 0.011882 $ 146,149.58

Folding 2 $ 0.003013 $ 12,353.12 $ 0.002231 $ 18,517.90 $ 0.001562 $ 19,208.23

Inserting 2 $ 0.015842 $ 64,953.92 $ 0.011938 $ 99,087.95 $ 0.008145 $ 100,177.71

Zip Code Sorting 1 $ 0.007921 $ 16,237.39 $ 0.006024 $ 24,998.73 $ 0.004128 $ 25,386.97

Seal & Meter 1 $ 0.002454 $ 5,030.42 $ 0.001897 $ 7,872.09 $ 0.001227 $ 7,548.89

Envelopes #10 1 $ 0.029875 $ 61,243.64 $ 0.029875 $ 123,981.02 $ 0.029875 $ 183,730.91

Envelopes 6X9 1 $ 0.051125 $ 104,805.78 $ 0.051125 $ 212,167.80 $ 0.051125 $ 314,417.34

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 5 to Contract Number 180000001293

Various

Jillian Yeates ej.roman@excelaonline.com

E,J Roman

Livonia, MI 48150

HOV SERVICES INC

CV0041647

734-564-2864

38120 Amrhein

(517) 275-1131

STA

TE

P ro g ra m a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

yeatesj@michigan.gov

$10,579,320.67

November 28, 2018 November 27, 2023

PRINTING AND MAILING SERVICES FOR THE MICHIGAN CHILD SUPPORT ENFORCEMENT SYSTEM

(MICSES)

November 27, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

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

☒ 1 Year ☐ November 27, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$1,972,400.00 $12,551,720.67

Effective September 28, 2023, this Contract is hereby exercising the first available option year and is increased by $1,972,400.00. The revised Contract expiration date is November 27, 2024.

In addition, the attached Postal Service Rate Change is hereby incorporated into this Contract.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on 9/28/2023.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

MDHHS

Program Managers for

CHANGE NOTICE NO. 5 TO CONTRACT NO. 180000001293

Gurpreet Sandhu 573-821-4805 sandhug@michigan.govDTMB Pratin Trivedi 517-334-6560 TrivediP@michigan.govMDHHS

Change Notice No. 5 to Contract No. 180000001293

Effective July 9, 2023

New pricing or rate changes by the US Postal Service include:

• First Class mail prices increased approximately 5.4%

• Certified mail fee increased to $4.35

• First Class flats increased 7.1 for 1st ounce; additional ounces unchanged

Old to New Rate Comparison: (Key Products)

First-Class Letters - Up to 3.5 oz. Automation Rates Current Rate

New Rate

First Class Letter - Single Piece Stamped* $0.630 $0.660 First Class Letter - Single Piece Metered* $0.600 $0.630 First Class Letter - Mixed AADC Non-Automation $0.546 $0.576 First Class Letter - Mixed AADC Presort $0.531 $0.561 First Class Letter - AADC Presort $0.507 $0.537 First Class Letter - 5-Digit Presort $0.471 $0.498

*Single rate for up to 3.5 ounces does not apply to stamped and metered single piece items.

First-Class Flats - 1 Ounce Automation Rates Current Rate

New Rate

First Class Flats - Single Piece $1.260 $1.350 First Class Flats - Presorted Non-Automation $1.185 $1.270 First Class Flats - Mixed ADC $1.068 $1.234 First Class Flats - ADC $0.955 $1.098 First Class Flats - 3-Digit $0.896 $1.037 First Class Flats - 5-Digit $0.689 $0.831 First Class Flats - Additional Ounce Rate $0.240 $0.240

Change Notice No. 5 to Contract No. 180000001293

Effective July 9, 2023

Certified Mail Current

New Rate

Certified Mail $4.15 $4.35 First-Class - Return Receipt

Electronic - Copy of signature $2.10 $2.20 Retail - Original signature $3.35 $3.55

Foreign Mail Current

New Rate

Letters - weight not over 1 ounce $1.45 $1.50 Letters - weight not over 2 ounces $1.45 $1.50 Letters - weight not over 3 ounces $2.05 $2.15 Letters - weight not over 3.5 ounces $2.65 $2.75 Postcard $1.45 $1.50

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 4 to Contract Number 180000001293

Various

Jillian Yeates ej.roman@excelaonline.com

E,J Roman

Livonia, MI 48150

HOV SERVICES INC

CV0041647

734-564-2864

38120 Amrhein

(517) 275-1131

STA

TE

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

yeatesj@michigan.gov

$10,319,320.67

November 28, 2018 November 27, 2023

PRINTING AND MAILING SERVICES FOR THE MICHIGAN CHILD SUPPORT ENFORCEMENT SYSTEM

(MICSES)

November 27, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

NET 45

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

$260,000.00 $10,579,320.67

Effective June 20, 2023, this Contract is hereby increased by $260,000.00 to cover additional costs for Fiscal Year 2023. All other terms, conditions, specificiations, and pricing remain the same. Per Contractor and Agency Agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on June 20, 2023.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 4 TO CONTRACT NO. 180000001293

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 180000001293Contract Number

Various

Jillian Yeates ej.roman@exelaonline.com

E.J. Roman

Livonia, MI 48150

HOV SERVICES INC

CV0041647

734-564-2864

38120 Amrhein

(517) 275-1131

STA

TE

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

yeatesj@michigan.gov

$10,319,320.67

November 28, 2018 November 27, 2023

PRINTING AND MAILING SERVICES FOR THE MICHIGAN CHILD SUPPORT ENFORCEMENT SYSTEM

(MICSES)

November 27, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

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 $10,319,320.67

Effective March 1, 2023, the attached, updated pricing table is hereby incorporated into this Contract to reflect updated 2022 (Effective 8/1/2022) and 2023 rates (Effective 4/1/2023).

Please note, the Contractor's Contract Administrator has been changed to E.J. Roman (i.e., Contract Terms, Sections 4 and 5, Schedule A, Section 1.201.A). The State's Contract Administrator has been changed to Jillian Yeates (i.e., Contract Terms, Sections 4 and 5, Schedule A, Section 1.202). The State Program Manager, Judy Odett, has been changed to Gurpreet Sandhu (i.e., Schedule A, Section 1.202).

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

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 3 TO CONTRACT NO. 180000001293

Change Notice No. 3 to Contract No. 180000001293

2022 Rates

ITEM

Avg. Qty per Envelope

Unit Cost Extend Cost @

2,050,000 pieces Unit Cost

Extend Cost @ 4,150,000 pieces Unit Cost

Extend Cost @ 6,150,000 pieces

File & Data Processing 4 0.00557$ 45,698.60$ 0.00421$ 69,836.20$ 0.00284$ 69,864.00$ Print (Black & White) 4 0.00958$ 78,547.80$ 0.00958$ 159,011.40$ 0.00958$ 235,643.40$ Print (Color) 4 0.00793$ 65,034.20$ 0.00793$ 131,654.60$ 0.00793$ 195,102.60$ Paper 2 0.01120$ 45,920.00$ 0.01120$ 92,960.00$ 0.01120$ 137,760.00$ Folding 2 0.00284$ 11,644.00$ 0.00210$ 17,454.90$ 0.00147$ 18,105.60$ Inserting 2 0.01493$ 61,225.30$ 0.01125$ 93,399.90$ 0.00768$ 94,427.10$ Zip Code Sorting 1 0.00747$ 15,305.30$ 0.00568$ 23,563.70$ 0.00389$ 23,929.65$ Seal & Meter 1 0.00231$ 4,741.65$ 0.00179$ 7,420.20$ 0.00116$ 7,115.55$ Envelopes #10 1 0.02816$ 57,728.00$ 0.02816$ 116,864.00$ 0.02816$ 173,184.00$ Envelopes 6X9 1 0.04819$ 98,789.50$ 0.04819$ 199,988.50$ 0.04819$ 296,368.50$

484,634.35$ 912,153.40$ 1,251,500.40$

After 3% COLA - 2023

ITEM

Avg. Qty per Envelope

Unit Cost Extend Cost @

2,050,000 pieces Unit Cost

Extend Cost @ 4,150,000 pieces Unit Cost

Extend Cost @ 6,150,000 pieces

File & Data Processing 4 0.005740$ 47,069.56$ 0.004333$ 71,931.29$ 0.002925$ 71,959.92$ Print (Black & White) 4 0.009866$ 80,904.23$ 0.009866$ 163,781.74$ 0.009866$ 242,712.70$ Print (Color) 4 0.008169$ 66,985.23$ 0.008169$ 135,604.24$ 0.008169$ 200,955.68$ Paper 2 0.011536$ 47,297.60$ 0.011536$ 95,748.80$ 0.011536$ 141,892.80$ Folding 2 0.002925$ 11,993.32$ 0.002166$ 17,978.55$ 0.001516$ 18,648.77$ Inserting 2 0.015381$ 63,062.06$ 0.011591$ 96,201.90$ 0.007907$ 97,259.91$ Zip Code Sorting 1 0.007690$ 15,764.46$ 0.005848$ 24,270.61$ 0.004008$ 24,647.54$ Seal & Meter 1 0.002382$ 4,883.90$ 0.001842$ 7,642.81$ 0.001192$ 7,329.02$ Envelopes #10 1 0.029005$ 59,459.84$ 0.029005$ 120,369.92$ 0.029005$ 178,379.52$ Envelopes 6X9 1 0.049636$ 101,753.19$ 0.049636$ 205,988.16$ 0.049636$ 305,259.56$

499,173.38$ 939,518.00$ 1,289,045.41$ 3.00% 3.00% 3.00%

Estimated <50% RFP Volume Estimated 100% RFP Volume Estimated >150% RFP Volume

Estimated <50% RFP Volume Estimated 100% RFP Volume Estimated >150% RFP Volume

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 2 to Contract Number 171180000001293

Various

Jennifer May deborah.gustovict@excelaonline.com

Deborah Guskovict

Livonia, MI 48150

HOV SERVICES INC

CV0041647

734-632-1558

38120 Amrhein

(517) 242-6664 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

DTMB

mayj7@michigan.gov

$10,319,320.67

November 28, 2018 November 27, 2023

DOCUMENT PRINTING AND MAILING SERVICES RELATED TO

November 27, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 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

☐ ☐ November 27, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

($0.00) $10,319,320.67

Effective 3/1/2021, the attached, updated pricing table is hereby incorporated into the contract. This pricing table reflects a CPI increase of 2.1%, as allowed by the terms of the contract. All other terms, conditions, specifications, and pricing remain the same. Per Contractor, agency and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 171180000001293

DTMB Judy Odett 517-241-5187 OdettJ@michigan.gov

Revised Pricing Table (2.1% CPI Increase) Effective 3/1/2021

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 171180000001293Contract Number

Various

Jarrod Barron deborah.gustovict@excelaonline.com

Deborah Guskovict

Livonia, MI 48150

HOV SERVICES INC

CV0041647

734-632-1558

38120 Amrhein

(517) 249-0406 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

DTMB

barronj1@michigan.gov

$10,428,783.65

November 28, 2018 November 27, 2023

DOCUMENT PRINTING AND MAILING SERVICES RELATED TO

November 27, 2023

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 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

☐ ☐ November 27, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

($109,462.98) $10,319,320.67

Effective 6/19/2019, the parties reduce the contract by $109,462.98, reflecting lower postage costs as a result of agreeing herein that Contractor shall subcontract its presort mailing activities to Pitney Bowes Presort Services, Inc. beginning 6/24/2019.

See attached Estimated Savings documentation for more detailed explanation. All other terms, conditions, specifications, and pricing remain the same. Per Contractor, agency and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 171180000001293

DTMB Judy Odett 517-241-5187 OdettJ@michigan.gov

Estimated Savings Exela offers a savings by using a third-party presort vendor. We analyzed your current 2019 postage and calculated a blended rate taking into consideration all of your postage costs. Your blended rate on postage today is $0.405. With our third party presort vendor, we are able to decrease the blended rate to $0.4025, bringing the State a per piece savings of $0.0025 savings per piece, an average savings of $1,600 per month.

a. Please reference the highlighted cells below to see your current (white cells) and new line items (yellow highlighted cells) and how these will display on your invoice.

b. Presort function serviced by Pitney Bowes Presort, our third party presort vendor.

c. Postage Qualification report will no longer be necessary and therefore discontinued

Exela will optimize the presort services through our partnership with Pitney Bowes Pre-sort, by co-mingling your outgoing mail with large volumes of other mail.

Below is the calculation of estimated savings throughout the term of the contract for the State of Michigan.

Savings Description Savings Calculation Annual estimated savings $ (19,902.36) Q1 savings of $4,975.59 x 4 quarters Remaining 4 years estimated savings $ (79,609.44) Annual saving of $19,902.36 s x 4 years Remaining 2 quarters 2019 estimated savings $ (9,951.18)

Remaining 2 quarters in 2019 x Q1 savings of $4,975.59

Total contract savings $ (109,462.98)

Any future USPS postal increases will continue to be passed on to the State of Michigan.

Jan-19 Item# Description Unit Price Net Price New Rate New Total Savings 1 PS0001 Postage service fee 6,599.07$ 6,599.07$ 0 0 (6,599.07)$

226949 PS0301 Postage-USPS 1st Class 1 oz 0.378 85,786.72$ 0.3975 90,212.23$ 4,425.51$ 49547 PS0301 Postage-USPS 1st Class 1 oz 0.383 18,976.50$ 0.4025 19,942.67$ 966.17$

1 PS0700 Foreign Postage 212.80$ 212.80$ 212.80$ 212.80$ -$ 111,575.09$ 110,367.70$ (1,207.40)$

Feb-19 Item# Description Unit Price Net Price New Rate New Total Savings 1 PS0001 Postage service fee 6,646.89$ 6,646.89$ 0 0 (6,646.89)$

251732 PS0301 Postage-USPS 1st Class 1 oz 0.383 96,413.36$ 0.4025 101,322.13$ 4,908.77$ 1 PS0700 Foreign Postage 260.81$ 260.81$ 260.81$ 260.81$ -$

103,321.06$ 101,582.94$ (1,738.12)$

Mar-19 Item# Description Unit Price Net Price New Rate New Total Savings 1 PS0001 Postage service fee 7,744.20$ 7,744.20$ 0 0 (7,744.20)$

293032 PS0301 Postage-USPS 1st Class 1 oz 0.383 112,231.26$ 0.4025 117,945.38$ 5,714.12$ 1 PS0700 Foreign Postage 319.61$ 319.61$ 319.61$ 319.61$ -$

120,295.07$ 118,264.99$ (2,030.08)$

(4,975.59)$ Total Q1 Savings Analysis

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 171-180000001293 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

HOV Services, Inc.

ST

A

TE

Pr og an ag er Duane Kerkstra DTMB

38120 Amrhein 517-331-5354

Livonia, MI 48150 KerkstraD@michigan.gov

Deborah Guskovict

C on tra ct

Ad in is tra to r Jarrod Barron DTMB

734-632-1558 517-249-0406

Deborah.Gustovict@excelaonline.com BarronJ1@michigan.gov

CV0041647

DESCRIPTION:

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

November 28, 2018 November 27, 2023 Five 1-Year November 27, 2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

This contract is established from Request for Proposal 171-180000000461.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $10,428,783.65

Department of Technology, Management and Budget 525 W. Allegan Street, Lansing, Michigan 48913 PO Box 30026, Lansing, Michigan 48909

This Professional Services Contract (the “Contract”) is agreed to between the State of Michigan (the “State”) and HOV Services, Inc. (“Contractor”), a Delaware corporation. This Contract is effective on November 28, 2018 (“Effective Date”), and unless terminated, expires five (5) years later on November 27, 2023 (the “Term”).

This Contract may be renewed for up to five (5) additional one (1) year periods. Renewal must be by written notice from the State and will automatically extend the Term of this Contract.

The parties agree as follows:

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

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

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

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

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) approve any Change Notices under this Contract. Each party’s Contract Administrator will be identified in Section 5.

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

“Contractor Personnel” means all employees of Contractor or any Subcontractors involved in the performance of Services and creation of Deliverables under this Contract.

“Deliverables” means documentation, reports, and all other materials that Contractor or any Subcontractor is required to or otherwise does provide to the State under this Contract and otherwise in connection with any Services, including all items specifically identified as Deliverables in the Statement of Work.

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

“Financial Audit Period” has the meaning set forth in Section 27.

“Key Personnel” means any Contractor Personnel identified as key personnel in the Statement of Work.

“Services” means any of the services Contractor, or any Subcontractor, is required to or otherwise does provide under this Contract or the Statement of Work.

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

PROFESSIONAL SERVICES

CONTRACT TERMS

“State Data” has the meaning set forth in Section 10.a.

“State Review Period” has the meaning set forth in Section 11.

“Statement of Work” has the meaning set forth in Section 2.

“Stop Work Order” has the meaning set forth in Section 13.

“Subcontractor” has the meaning set forth in Section 3.f.

“Transition Responsibilities” has the meaning set forth in Section 16.

“Unauthorized Removal” has the meaning set forth in Section 3.e.ii.

“Unauthorized Removal Credit” has the meaning set forth in Section 3.e.iii.

2. Statement of Work. Contractor shall provide the Services and Deliverables pursuant to the Statement of Work, attached as Schedule A to this Contract (the “Statement of Work”). The terms and conditions of this Contract will apply at all times to the Statement of Work. The State shall have the right to terminate the Statement of Work, in whole or in part, as set forth in Sections 14 and 15 of this Contract.

3. Performance of Services.

a. Performance Warranty. Contractor represents and warrants that its Services hereunder shall be performed by competent personnel and shall be of professional quality consistent with generally accepted industry standards for the performance of such services and shall comply in all respects with the requirements of this Contract and the specifications set forth in the Statement of Work. For any breach of this warranty, the State may, at its option, either terminate the Statement of Work immediately pursuant to the termination provision herein, or require Contractor to provide replacement personnel satisfactory to the State within thirty (30) calendar days of Contractor’s receipt of notification from the State. Whether or not the departing Contractor Personnel are to continue working while Contractor attempts to find replacement personnel is at the sole discretion of the State. If Contractor is notified within the first eight (8) hours of assignment that the person is unsatisfactory, Contractor will not charge the State for those hours; otherwise, the State shall pay for all actual hours worked prior to the State’s notification of a replacement request to Contractor.

b. State Standards

i. The Contractor must adhere to all existing standards as described within the comprehensive listing of the State’s existing technology standards at http://www.michigan.gov/dtmb/0,5552,7-150-56355_56579_56755--- ,00.html.

ii. To the extent that Contractor has access to the State’s computer system, Contractor must comply with the State’s Acceptable Use Policy, see http://www.michigan.gov/dtmb/0,5552,7-150-56355_56579_56755--- ,00.html. All Contractor Personnel will be required, in writing, to agree to the State’s Acceptable Use Policy before accessing the State’s system.

The State reserves the right to terminate Contractor’s access to the State’s system if a violation occurs.

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

i. Contractor is solely responsible for all Contractor Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

ii. Prior to any Contractor Personnel performing any Services, Contractor will:

1. ensure that such Contractor Personnel have the legal right to work in the United States; and

2. require such Contractor Personnel to execute written agreements, in form and substance acceptable to the State, that bind such Contractor Personnel to confidentiality provisions that are at least as protective of the State’s information (including all Confidential Information) as those contained in this Contract.

iii. Contractor and all Contractor Personnel will comply with all rules, regulations, and policies of the State that are communicated to Contractor in writing, including security procedures concerning systems and data and remote access, building security procedures, including the restriction of access by the State to certain areas of its premises or systems, and general health and safety practices and procedures.

iv. The State reserves the right to require the removal of any Contractor Personnel found, in the judgment of the State, to be unacceptable. The State’s request must be written with reasonable detail outlining the reasons for the removal request. Replacement personnel for the removed person must be fully qualified for the position. If the State exercises this right, and Contractor cannot immediately replace the removed personnel, the State agrees to negotiate an equitable adjustment in schedule or other terms that may be affected by the State’s required removal.

d. Background Checks. Upon request, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

e. Contractor’s Key Personnel

i. The State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, introduce the individual to the State’s Project Manager, and provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection.

ii. Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment.

Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under Section 14.

iii. It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result of any Unauthorized Removal. Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Section 14, Contractor will issue to the State the corresponding credits set forth below (each, an “Unauthorized Removal Credit”):

1. For the Unauthorized Removal of any Key Personnel designated in the Statement of Work, the credit amount will be $25,000.00 per individual if Contractor identifies a replacement approved by the State and assigns the replacement to shadow the Key Personnel who is leaving for a period of at least 30 calendar days before the Key Personnel’s removal.

2. If Contractor fails to assign a replacement to shadow the removed Key Personnel for at least 30 calendar days, in addition to the $25,000.00 credit specified above, Contractor will credit the State $833.33 per calendar day for each day of the 30 calendar-day shadow period that the replacement Key Personnel does not shadow the removed Key Personnel, up to $25,000 maximum per individual. The total Unauthorized Removal Credits that may be assessed per Unauthorized Removal and failure to provide 30 calendar days of shadowing will not exceed $50,000.00 per individual.

iv. Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed under Subsection iii above: (i) is a reasonable estimate of and compensation for the anticipated or actual harm to the State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately estimate; and (ii) may, at the State’s option, be credited or set off against any Fees or other charges payable to Contractor under this Contract.

f. Subcontractors. Contractor will not, without the prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, engage any third party to perform Services (including to create any Deliverables). The State’s approval of any such third party (each approved third party, a “Subcontractor”) does not relieve Contractor of its representations, warranties or obligations under this Contract.

Without limiting the foregoing, Contractor will:

i. be responsible and liable for the acts and omissions of each such Subcontractor (including such Subcontractor's employees who, to the extent providing Services or creating Deliverables, shall be deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees;

ii. name the State a third party beneficiary under Contractor’s contract with each Subcontractor with respect to the Services and Deliverables;

iii. be responsible for all fees and expenses payable to, by or on behalf of each Subcontractor in connection with this Contract, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits; and

iv. prior to the provision of Services or creation of Deliverables by any Subcontractor, if requested by the State:

1. obtain from such Subcontractor confidentiality, work-for-hire and intellectual property rights assignment agreements, in form and substance acceptable by the State, giving the State rights consistent with those set forth in Section 8 and, upon request, provide the State with a fully-executed copy of each such contract; and

2. with respect to all Subcontractor employees providing Services or Deliverables, comply with its obligations under subsection c above.

4. 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:

Jarrod Barron PO Box 30026 Lansing, MI 48909-7526 Barronj1@michigan.gov 517-284-7045

Deborah Guskovict 38120 Amrhein Livonia, MI 48150 Deborah.Gustovict@excelaonline.com 734-632-1558

5. Contract Administrators. The Contract Administrator for each party is the only person authorized to modify any terms and conditions of this Contract and are identified below:

State: Contractor:

Jarrod Barron PO Box 30026 Lansing, MI 48909-7526 Barronj1@michigan.gov 517-284-7045

Deborah Guskovict 38120 Amrhein Livonia, MI 48150 Deborah.Gustovict@excelaonline.com 734-632-1558

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 an company with an A.M.

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

Insurance Type Additional Requirements

Commercial General Liability Insurance

Minimal Limits:

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

Operations

Deductible Maximum:

$50,000 Each Occurrence

Contractor must have 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.

Umbrella or Excess Liability Insurance

Minimal Limits:

$5,000,000 General Aggregate

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.

Automobile Liability Insurance

$1,000,000 Per Occurrence

Workers' Compensation Insurance

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

$1,000,000 Each Occurrence $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

$3,000,000 Each Occurrence $3,000,000 Annual Aggregate

Deductible Maximum:

$50,000 Per Loss

If any of the required policies provide claim-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Services; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Services; 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. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract.