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

CONTRACT SUMMARY

SW Financial Auditing and Accounting Prequal Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 1, 2021 October 31, 2024 3 - 12 Months October 31, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

30 Rockefeller Plaza

New York NY 10112

James Shaw

313-324-1113 jamesshaw@deloitte.com

CV0002117

DELOITTE & TOUCHE LLP

C O

N

TR

A C

TO

R

Susan Watt-Smith

517-230-0535

DTMB

wattsmiths@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 2

Contract Number MA220000000123 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

36 Months October 31, 2027

$25.00 $0.00 $25.00

DESCRIPTION

Effective October 9, 2024, all 3, 1-year options on this contract are hereby exercised. The revised contract expiration date is October 31, 2027. Additionally, the Contractor Contact is James Shaw, 313- 324-1113, jamesshaw@deloitte.com

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

Various SW

STATE OF MICHIGAN

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 1 to

220000000123Contract Number

Various

Susan Watt-Smith mkosonog@deloitte.com

Mike Kosonog

New York, NY 10112

DELOITTE & TOUCHE LLP

CV0002117

313-396-3622

30 Rockefeller Plaza

517-241-7000 S

T A

T E

P ro g ra m

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

wattsmiths@michigan.gov

$0.00

November 1, 2021 October 31, 2024

SW FINANCIAL AUDITING AND ACCOUNTING PREQUAL PROGRAM

October 31, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 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 $0.00

Effective 7/27/22, the attached Schedule A - Statement of Work, Schedule B - Pricing, and Federal Provisions Addendum are hereby added to the Contract. Please note, the State's Contract Administrator is changed to Susan Watt-Smith. 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

SW

FEDERAL PROVISIONS ADDENDUM

This addendum applies to purchases that will be paid for in whole or in part with funds obtained from the federal government. The provisions below are required, and the language is not negotiable. If any provision below conflicts with the State’s terms and conditions, including any attachments, schedules, or exhibits to the State’s Contract, the provisions below take priority to the extent a provision is required by federal law;

otherwise, the order of precedence set forth in the Contract applies. Hyperlinks are provided for convenience only; broken hyperlinks will not relieve Contractor from compliance with the law.

1. Equal Employment Opportunity

If this Contract is a “federally assisted construction contract” as defined in 41 CFR Part 60-1.3, and except as otherwise may be provided under 41 CFR Part 60, then during performance of this Contract, the Contractor agrees as follows:

(1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation;

and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

(2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

(3) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or https://www.govinfo.gov/content/pkg/CFR-2019-title41-vol1/pdf/CFR-2019-title41-vol1-part60.pdf https://www.govinfo.gov/content/pkg/CFR-2019-title41-vol1/pdf/CFR-2019-title41-vol1-part60.pdf https://www.govinfo.gov/app/details/CFR-2019-title41-vol1/CFR-2019-title41-vol1-subtitleB-chap60/summary applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.

(4) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

(6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(7) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this Contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

(8) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such https://www.dol.gov/ofccp/regs/statutes/eo11246.htm https://www.dol.gov/ofccp/regs/statutes/eo11246.htm https://www.dol.gov/ofccp/regs/statutes/eo11246.htm https://www.dol.gov/ofccp/regs/statutes/eo11246.htm https://www.dol.gov/ofccp/regs/statutes/eo11246.htm https://www.dol.gov/ofccp/regs/statutes/eo11246.htm https://www.dol.gov/ofccp/regs/statutes/eo11246.htm https://www.dol.gov/ofccp/regs/statutes/eo11246.htm direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, that if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee);

refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

2. Davis-Bacon Act (Prevailing Wage)

If this Contract is a prime construction contracts in excess of $2,000, the Contractor (and its Subcontractors) must comply with the Davis-Bacon Act (40 USC 3141-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”), and during performance of this Contract the Contractor agrees as follows:

https://www.law.cornell.edu/definitions/index.php?width=840&amp%3Bheight=800&amp%3Biframe=true&amp%3Bdef_id=22edf9acbb0b836eba994727b86adedf&amp%3Bterm_occur=16&amp%3Bterm_src=Title%3A41%3ASubtitle%3AB%3AChapter%3A60%3APart%3A60-1%3ASubpart%3AA%3A60-1.4 https://www.law.cornell.edu/definitions/index.php?width=840&amp%3Bheight=800&amp%3Biframe=true&amp%3Bdef_id=22edf9acbb0b836eba994727b86adedf&amp%3Bterm_occur=16&amp%3Bterm_src=Title%3A41%3ASubtitle%3AB%3AChapter%3A60%3APart%3A60-1%3ASubpart%3AA%3A60-1.4 https://www.govinfo.gov/app/details/USCODE-2018-title40/USCODE-2018-title40-subtitleII-partA-chap31-subchapIV https://www.govinfo.gov/app/details/CFR-2019-title29-vol1/CFR-2019-title29-vol1-part5

(1) All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.

(2) Contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor.

(3) Additionally, contractors are required to pay wages not less than once a week.

3. Copeland “Anti-Kickback” Act

If this Contract is a contract for construction or repair work in excess of $2,000 where the Davis-Bacon Act applies, the Contractor must comply with the Copeland “Anti- Kickback” Act (40 USC 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”), which prohibits the Contractor and subrecipients from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled, and during performance of this Contract the Contractor agrees as follows:

(1) Contractor. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.

(2) Subcontracts. The Contractor or Subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA or the applicable federal awarding agency may by appropriate instructions require, and also a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.

(3) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a Contractor and Subcontractor as provided in 29 C.F.R. § 5.12.

4. Contract Work Hours and Safety Standards Act If the Contract is in excess of $100,000 and involves the employment of mechanics or laborers, the Contractor must comply with 40 USC 3702 and 3704, as supplemented https://www.govinfo.gov/app/details/USCODE-2018-title40/USCODE-2018-title40-subtitleII-partA-chap31-subchapIV-sec3145 https://www.govinfo.gov/app/details/CFR-2019-title29-vol1/CFR-2019-title29-vol1-part3 https://www.govinfo.gov/app/details/CFR-2019-title29-vol1/CFR-2019-title29-vol1-part3 https://www.govinfo.gov/app/details/USCODE-2018-title40/USCODE-2018-title40-subtitleII-partA-chap37-sec3702 https://www.govinfo.gov/app/details/USCODE-2018-title40/USCODE-2018-title40-subtitleII-partA-chap37-sec3704 by Department of Labor regulations (29 CFR Part 5), as applicable, and during performance of this Contract the Contractor agrees as follows:

(1) Overtime requirements. No Contractor or Subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the Contractor and any Subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such Contractor and Subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section.

(3) Withholding for unpaid wages and liquidated damages. The State shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or Subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph

(2) of this section.

(4) Subcontracts. The Contractor or Subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. The prime contractor https://www.govinfo.gov/app/details/CFR-2019-title29-vol1/CFR-2019-title29-vol1-part5 shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section.

5. Rights to Inventions Made Under a Contract or Agreement

If the Contract is funded by a federal “funding agreement” as defined under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

6. Clean Air Act and the Federal Water Pollution Control Act

If this Contract is in excess of $150,000, the Contractor must comply with all applicable standards, orders, and regulations issued under the Clean Air Act (42 USC 7401- 7671q) and the Federal Water Pollution Control Act (33 USC 1251-1387), and during performance of this Contract the Contractor agrees as follows:

Clean Air Act

1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

2. The Contractor agrees to report each violation to the State and understands and agrees that the State will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency or the applicable federal awarding agency, and the appropriate Environmental Protection Agency Regional Office.

3. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA or the applicable federal awarding agency.

Federal Water Pollution Control Act

1. The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

2. The Contractor agrees to report each violation to the State https://www.govinfo.gov/content/pkg/CFR-2019-title37-vol1/pdf/CFR-2019-title37-vol1-sec401-2.pdf https://www.govinfo.gov/content/pkg/CFR-2019-title37-vol1/pdf/CFR-2019-title37-vol1-sec401-2.pdf https://www.govinfo.gov/app/details/CFR-2019-title37-vol1/CFR-2019-title37-vol1-part401 https://www.govinfo.gov/app/details/USCODE-2018-title42/USCODE-2018-title42-chap85 https://www.govinfo.gov/app/details/USCODE-2018-title42/USCODE-2018-title42-chap85 https://www.govinfo.gov/app/details/USCODE-2018-title33/USCODE-2018-title33-chap26 and understands and agrees that the State will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency or the applicable federal awarding agency, and the appropriate Environmental Protection Agency Regional Office.

3. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA or the applicable federal awarding agency.

7. Debarment and Suspension

A “contract award” (see 2 CFR 180.220) must not be made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (51 FR 6370; February 21, 1986) and 12689 (54 FR 34131; August 18, 1989), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

(1) This Contract is a covered transaction for purposes of 2 C.F.R. pt.

180 and 2 C.F.R. pt. 3000. As such, the Contractor is required to verify that none of the Contractor’s principals (defined at 2 C.F.R.

§ 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

(2) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

(3) This certification is a material representation of fact relied upon by the State. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

https://www.govinfo.gov/app/details/CFR-2019-title2-vol1/CFR-2019-title2-vol1-sec180-220 https://sam.gov/SAM/pages/public/index.jsf https://www.govinfo.gov/app/details/CFR-2019-title2-vol1/CFR-2019-title2-vol1-part180 https://www.archives.gov/federal-register/codification/executive-order/12549.html https://www.archives.gov/federal-register/codification/executive-order/12549.html https://www.govinfo.gov/content/pkg/FR-1986-02-21/pdf/FR-1986-02-21.pdf https://www.govinfo.gov/content/pkg/FR-1989-08-18/pdf/FR-1989-08-18.pdf https://www.archives.gov/federal-register/codification/executive-order/12549.html

8. Byrd Anti-Lobbying Amendment Contractors who apply or bid for an award of $100,000 or more shall file the required certification in Exhibit 1 – Byrd Anti-Lobbying Certification below. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.

9. Procurement of Recovered Materials

Under 2 CFR 200.322, Contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.

(1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired—

a. Competitively within a timeframe providing for compliance with the contract performance schedule.

b. Meeting contract performance requirements; or

c. At a reasonable price.

(2) Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site:

https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.

(3) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.

10. Additional FEMA Contract Provisions.

The following provisions apply to purchases that will be paid for in whole or in part with funds obtained from the Federal Emergency Management Agency (FEMA):

(1) Access to Records. The following access to records requirements apply to this contract:

a. The Contractor agrees to provide the State, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any https://www.govinfo.gov/app/details/CFR-2014-title2-vol1/CFR-2014-title2-vol1-sec200-322/context https://www.epa.gov/smm/comprehensive https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions.

b. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

c. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

d. In compliance with the Disaster Recovery Act of 2018, the State and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

(2) Changes.

See the provisions regarding modifications or change notice in the Contract Terms.

(3) DHS Seal, Logo, And Flags

The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

(4) Compliance with Federal Law, Regulations, and Executive Orders

This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The Contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.

(5) No Obligation by Federal Government

The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the State, Contractor, or any other party pertaining to any matter resulting from the Contract.”

(6) Program Fraud and False or Fraudulent Statements or Related Acts

The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this contract.

CN 1 - SCHEDULE A - STATEMENT OF

WORK

Financial Accounting, Integrity Oversight Monitoring or Auditing Services – COVID-19 Stimulus Management Projects Prequalification Program

BACKGROUND

The federal government has now passed several major pieces of legislation designed to support the response and recovery related to the COVID-19 crisis including the CARES Act, FEMA and on March 3, 2021 the President signed the American Rescue Plan Act (ARPA) related to infrastructure and other additional pandemic relief funding to address affects from the pandemic. We also anticipate additional new major federal funded programs to be deployed such as Infrastructure and Investments Job Act

(IIJA).

The State Budget Office (SBO) has implemented a COVID-19 Federal Stimulus Program Management Organization (PMO) to oversee the funding and implementation of programs associated with COVID federal funding. Additionally, Governor Whitmer, through executive directive 2020-05, established a COVID-19 Office of Accountability (OOA). Both the COVID-19 PMO and COVID-19 OOA work closely to implement and establish compliance oversight over the myriad of programs funded by these federal funds.

Many of the designated uses of CRF, CRRSA, and ARPA programs involve grants to subrecipients, involving all local units of Michigan government, K-12 educational districts, Community Colleges, other Higher Education institutions, and a myriad of other subrecipients. For the State’s CRF, CRRSA, and ARPA related programs, SOM agencies/program staff are required to establish appropriate internal controls and subrecipient monitoring processes in accordance with uniform administrative requirements issued by the U.S. Office of Management and Budget, commonly referred to as 2 CFR 200, which includes subpart F related Audit requirements.

The State currently has resource capacity limitations with program administration and grant management and matters necessary to implement programs associated with the CRF CARES Act, FEMA, and ARPA funded programs to ensure compliance with federal and state requirements. Although there is no immediate need requiring this contract, there may be a need in the future with urgent timeframes associated with program implementation timelines. This subset of prequalified Contracts specifically for COVID-19 Stimulus Management projects will be engaged via 3rd Tier DS when the need is identified.

SCOPE

The Contractor will provide the State with service resources associated with administering grant programs. These services are needed to address resource capacity limitations and urgent timeframes associated with program implementation timelines. Services rendered under this contract will be associated with, and funded by, COVID-19 Pandemic Relief funds and potential additional new major federal funds.

Contractor resources must be experienced to provide the services outlined in this SOW. It is expected that the staffing resources proposed will be deployed in the timeframe provided by the State. The State will consider the following information when evaluating Contractor’s resources/experience:

Leadership team, including the Engagement Partner, Engagement Director/Manager, and Supervisors, with hands-on experience including but not limited to:

• Experience with distribution of Federal and State dollars to recipients and subrecipients through grants, contracts, and other forms of distribution (including awarding/contracting, reporting, compliance of subrecipients/contractors).

Specific expertise involved in advising or auditing requirements in 2 CFR 200 and Single Audit requirements should be explicitly described

• Experience with working with leadership across State or local governments.

• Experience with working with leadership across State of Michigan government, Michigan local governments, or Michigan K-12 and Higher Education units.

• Expertise of Federal and State compliance reporting and compliance requirements and practical experience in addressing and resolving technical issues

• Direct knowledge and experience with Federal funded programs, in particular FRF funds/requirements

• National federal support for existing and new Federal funding and regulations

• Supervisors/managers o Coordination of staff planning scheduling and coordination with POCs and subrecipients o Oversee and review monitoring work for quality

Provide any necessary services for the administration of a grant program including, but not limited to, detailed program design, developing grant agreements, communication, outreach, application processing, fund distribution processing, reporting and compliance oversight with applicable Federal and State requirements, and implementation of technology solutions, as determined necessary.

The contractor is expected to perform all tasks to support the identified programs as determined during initial scoping of the services to be rendered in conjunction with program staff.

a) The Contractor may be responsible for leading, advising, and supporting the agency in developing grant administration procedures, developing grant agreements, reporting methods, and processes to ensure appropriate internal controls and monitoring procedures.

b) The Contractor may be responsible for the development of an application workflow and application review process in accordance with legislation. This includes but is not limited to:

i. developing and posting an application website for program recipients to apply for the grant in accordance with prescribed SOM IT security standards. The application website must be reviewed and approved by DTMB IT Agency Services.

ii. developing a workflow to manage all aspects of the applications

iii. developing and posting Frequently Asked Questions (FAQ’s) related to the grant program

iv. providing for a program application period window

v. providing outreach for potential recipients

vi. providing an application method requiring applicant information needed to confirm program eligibility. The application method must be secure and ensure proper privacy controls to protect applicants’ information.

vii. providing a call center to staff answering phone and email inquiries related to the grant program

viii. providing weekly program metrics to track the status of the program

c) The Contractor may be responsible for providing staff augmentation to the agency to review all grant applications for proof of eligibility of the program.

This involves ensuring the submitted grant applications are complete, accurate, and address all federal and state requirements associated with the grant program. This review process will determine the applicants meeting program eligibility in accordance with legislation and selected to receive the program award. The application review process must include proper internal controls to identify duplicate, fraudulent, inaccurate, and ineligible applications. In addition, it will include calculating, and if applicable proration calculations of the grant award amount of each eligible applicant. It will also include notifying all eligible applicants of the approved award by a predetermined date and notifying all ineligible applicants that their application has been rejected by a predetermined date. Contractor will consult with the agency on the eligibility process.

d) the Contractor may be responsible for transmitting in a manner prescribed by agency the listing of all approved program applicants, including the following required data necessary to issue payments by a predetermined date:

i. Applicant name

ii. Applicant address

iii. Applicant full federal employer identification number (FEIN), employer identification number (EIN), or social security number (SSN).

iv. Award amount for each applicant

v. W-9 form auto filled with the applicant’s information including electronic signature

e) The Contractor may be responsible for providing all staff necessary to administer the program according to legislation which may include but is not limited to:

i. Staff to operate a Call center

ii. Staff to develop all IT applications, including website and system applications necessary to administer the program – this must follow all requirements the Master Agreement, including Schedule A, Section 1.3 and any development of IT applications must be reviewed and approved by DTMB IT Agency Services.

iii. Staff to Audit applications

iv. Staff to provide agency with information needed to re-issue checks after original payments have been distributed. This staffing need would end three months after original checks are issued for the program.

v. Staff to research questions directed to agency regarding program within one day of receiving the request.

f) The Contractor must provide to agency in a manner prescribed by agency all records supporting the application and review process for a period by a predetermined date.

Upon providing these records, provide agency with an attestation that all program records have been deleted from the contractor’s possession.

g) The Contractor must complete program monitoring procedures and provide agency with a report of these procedures by a predetermined date, approved by the Program Manager.

h) Reporting: The Contractor must provide agency a final direct cost expense listing of actual costs and supporting documentation of those expenses by a predetermined date; and provide federal quarterly expenditure reports to the agency through a predetermined date. Also provide to agency the legislative reports required in accordance with legislation by a predetermined date. In addition, Provide the agency a copy of the contractor’s most recent and subsequent SINGLE audit reports. Also comply with all program requirements, IRS reporting requirements, federal guideline requirements, and agency Nondisclosure requirements.

i) In the event the proration is necessary administrative costs will be added to grant available funds. The methodology to determine the administrative costs will be determined by agency.

The State will have access to the full range of the Contractor’s knowledge, tools and resources (designed for this Contract) and will be updated daily on progress. The State expects the Contractor to have federal compliance, grant management expertise, and experience with the ARPA, CRF, CARES Act and other grant management activities and associated federal requirements.

j) The State acknowledges that bidders for this Contract may have conflicts of interest issues associated with specific grant programs of State ARPA, CRF and CRF/FEMA and other federally funded programs. Those conflicts must be disclosed in the bidder’s proposal and will be considered in the Contractor selection. The State reserves the right to either disqualify a bidder from this SOW, limit the scope of Contractor’s work to avoid conflicts, and/or create multiple contracts with multiple bidders to meet the State’s overall need due to the extent of conflicts of interest. In addition to explicitly describing the Contractor’s actual or potential conflicts of interest, the Contractor should propose alternatives to mitigate the conflict of interest so that the State can evaluate the related risks and limits in the services provided by the Contractor.

1. REQUIREMENTS AND DELIVERABLES

1.1. General Requirements

The Contractor must provide the services/deliverables to assist the State with the Project as outlined in scope items a – j.

General Services/Deliverables may include, at a minimum, all of the following activities/tasks:

a) Establish effective communication and decision-making mechanisms to facilitate action

b) Assist the State in removing and overcoming obstacles

c) Identify and develop guidance for SOM staff to follow related to monitoring activities.

d) Maintain communication and engagement

e) Serve as an expert resource to key State personnel (e.g., OOA, PMO, SBO and other Department leaders) regarding federal compliance issues associated with ARPA, CRF, CRF/FEMA funded, CARES Act funded, and ARPA funded programs enacted by the State.

f) Other activities as deemed beneficial for the outcomes and mutually agreed to be the State and the Contractor

1.2. High Level Project Approach and Activities

The work being performed will support the agency with establishing procedures to lead, support and execute aspects of processing grant applications, establishing monitoring procedures, and following federal compliance. Immediate deployment of Contractor staff is necessary, and the ability of the Contractor to add resources quickly as needs are identified and prioritized will be considered as essential criteria in evaluating Contractor proposals.

A. Individual Action Plans for Each federal program The Contractor will lead, support and participate in the execution of Federal Compliance and Grant Management procedures for CRF, CRF/FEMA, and ARPA funded programs in scope. For the program, an action plan format will be utilized to establish activities and measuring progress of various activities and related outcomes. The action plan is analogous to a project plan and design of a consistent format should include base elements that would typically be included in a project plan.

The Contractor will maintain the standard approach/contents for all action plans.

Each action plan describes the CRF, CRF/FEMA funded, and ARPA program, the activities and tasks, measurements, and progress reporting to ensure the action plan is executed consistently and in accordance with requirements and deadlines.

B. Final Report: Roadmap and Recommendations

Prior to closing the contract, the Contractor will provide to agency by a predetermine date a report which includes a roadmap and recommendations for continued performance of the internal control and monitoring activities and other compliance related activities associated with this Contract. A report will be for use by agency leadership, the PMO and other department leaders to who the Contractor provided service. Other relevant information may also be included in the report if it can help the State successfully execute its responsibilities associated with the APRA, CRF and CRF/FEMA funding. The report will provide a roadmap and recommendations for continued use of tracking and reporting tools, and any other knowledge transfer to key State personnel to successfully complete in progress tasks/outcomes.

C. Other Considerations or Success Factors

Contractor should describe any other factors or considerations they believe the State should consider in executing this contract and achieving the outcomes outlined above for SCOPE a-j activities.

2. Acceptance The Deliverables will be provided after contractor quality assurance and review/acceptance by the State.

2.1. Acceptance

The State will review all plans, documents, and to determine acceptance of the Contract Activities:

2.2. Final Acceptance

The State will deem completing all duties outlined by a predetermine date and delivering the final report to the State by a predetermine date, to be the Final Acceptance.

3. Staffing

3.1. Contractor Representative

The Contractor must appoint individuals, specifically assigned to State of Michigan accounts, that will respond to State inquiries regarding the Contract Activities, answering questions related to ordering and delivery, etc. (the “Contractor Representative”).

3.2. Work Hours

The Contractor must provide Contract Activities during the State’s normal working hours Monday – Friday, 7:00 a.m. to 6:00 p.m. ET, and possible night and weekend hours depending on the requirements of the project. Working remotely during the initial phase of the contract period is expected. Upon the State’s return to physical work locations, the Contractor may work at on-site facilities and remotely as agreed upon between the Contract Administrator and the Contractor Representative.

3.3. Key Personnel

See master contract, Schedule A, Section 4.4

However, due to the urgent nature of this SOW, should the State request replacement Key Personnel, the required timeframe for replacement will be two (2) – three (3) business days, with a maximum of five (5) business days.

3.4. Organizational Chart

The Contractor must provide an overall organizational chart that details its leaders and staff augmentation resources (for application review/monitoring activities). Only name, title and role of leader positions (Partners, directors, managers, senior staff, and supervisors) should be explicitly listed, and use of subcontractors.

3.5. Security

The Contractor will be subject to the following security procedures:

• When on premises, wearing clearly identifying uniforms or identification card.

• Signing any required agency security forms for access to agency systems.

• Completing the agency Disclosure training before being granted access to agency information.

• Completing the Vendor, Contractor, or Subcontractor Confidentiality Agreement

(Form 3337)

The Contractor must explain any additional security measures in place to ensure the security of State information.

3.6. Access to Tax Information

The Contractor must comply with the requirements of agency Safeguard Requirements of Confidential Tax Data.

4. Project Management

4.1. Meetings

The Contractor must attend the meetings based on standard frequencies agreed to by the Contractor and the State.

The State may request other meetings, as it deems appropriate.

4.2. Reporting

The Contractor must submit a detailed report of the work done for each hour billed while working under this contract to the State as requested.

5. Pricing Pricing is firm for the entire length of this SOW.

6. Authorizing Document The appropriate authorizing documents for the Contract will be a signed Master Agreement (MA) as well as an Agency Issued Delivery Order (DO) and Project Plan.

7. Invoice and Payment

7.1. Invoice Requirements

All invoices submitted to the State must include: (a) date; (b) purchase order; (c) quantity; (d) description of the Contract Activities; (e) unit price; (f) shipping cost (if any);

and (g) total price. Overtime, holiday pay, and travel expenses will not be paid.

7.2. Payment Methods

The State will make payment for Contract Activities by Electronic Fund Transfer (EFT).

Electronic transfer of funds is required for payments on State contracts. The Contractor must register with the State electronically at http://www.cpexpress.state.mi.us.

Payments will be made on a monthly basis and the remaining amount, up to 20%, will be paid upon completion of activities.

The State will make payment for Contract Activities EFT.

8. Liquidated Damages See master contract, Schedule A, Section 9.

9. Services Levels All Contract Activities must be delivered during the contract period, with individual activities/milestone dates agreed to by the State’s Contract administrator and the “Contractor Representative” director. The receipt of order date is pursuant to Section 2, Notices, of the Standard Contract Terms.

http://www.cpexpress.state.mi.us/

CN 1 - SCHEDULE B PRICING

Financial Accounting, Integrity Oversight Monitoring or Auditing Services –

COVID-19 Stimulus Management Projects Prequalification Program

1. Price proposals include all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing). Only Contractor hourly rates and other administrative costs allowable by federal guidelines are eligible for invoice and payment. All other Contractor costs, including travel and other incidental costs, cannot be invoiced to the State.

2. The Contractor certifies that the prices were arrived at independently, and without consultation, communication, or agreement with any other Contractor.

3. Pricing must not exceed rates provided in current Contract.

4. Pricing must be provided for each of the designated titles/functions, as follows:

• Engagement Partner

• Engagement Director/Manager

• Senior Manager

• Senior staff/supervisor

• Staff designed to perform review of grant applications (include related title of staff classification)

• Staff designated for monitoring procedures (include related title of staff classification)

• Call center

• Any other costs associated with this project, for example but not limited to IT allowable by federal guidelines

The scope of services needed in for this project includes potential grant programs funded by Federal COVID stimulus funds. Immediate deployment of contractor staff to agency and the PMO will be necessary, and other Contractor staff added as needs are determined. Accordingly, the following pricing information is an estimate, with additional information for the State to evaluate the Contract costs as additional programs are added to scope. The estimate below is based on initial assessment of need for grant program administration.

For estimated hours, present in a manner that the State can calculate the scalable increase as more ARPA, CRF and CRF/FEMA funded programs are added to the scope. It is assumed that all project staff will work 40 hours a week, except for Partner/Director resources. Assume a start date of to be determined based on need, and a minimum team makeup up as follows:

(1) engagement partner – immediate engagement

(1) engagement director/manager – immediate engagement (1-3) senior managers – immediate engagement (1-3) senior staff/supervisors – immediate engagement

(10) staff designated for grant application reviews – after initial need analysis (likely within a week)

(15) staff designated for monitoring procedures – likely within two – four weeks

Contract Pricing

Staff Level/Position Number of People

Estimated Hours/

Per week

Hourly Rate/person

Engagement Partner 1 1.5 $400

Engagement Director/Manager 1 1.5 $400