220000000127.pdf

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

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

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 - 1 Year October 31, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

2950 W. Square Lake Rd. Suite 202

Troy MI 48098

Dave Flynn

248-763-9637 dflynn@orionsolutionsgroup.net

VS0113942

Orion Solutions Group, LLC

C O

N

TR

A C

TO

R

Colleen West

517-730-8430

DTMB

Various Various westc6@michigan.gov

C on tr ac t A dm in is tr at or

Pr og ra m

M an ag er

ST

A

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N/ANet 45

Change Notice Number 6

Contract Number MA220000000127 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

$1,190,490.00 $0.00 $1,190,490.00

DESCRIPTION

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

Effective November 20, 2025, this Contract is amended to reflect updated accessibility requirements. All prior references to ADA, Accessibility, and/or WCAG 2.0 are replaced and superseded with the following language:

Accessibility Requirements:

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

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

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

AGENCY NAME PHONE EMAIL

TREA Jeff Guilfoyle 517-335-7505 guilfoylej@michigan.gov

DTMB Jordan Sherlock 517-897-1973 SherlockJ@michigan.gov

LARA Rebecca Mack MackR2@michigan.gov

DTMB Diana McFadden 517-241-9104 McFaddenD@michigan.gov

LEO Eric Frederick 517-230-8510 FrederickE1@michigan.gov

MDE Jenny Manar 517-335-0543 ManarJ@michigan.gov

DTMB Susan Watt-Smith 517-230-0535 WattSmithS@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 6 TO CONTRACT NO. MA220000000127

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

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 - 1 Year October 31, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

2950 W. Square Lake Rd. Suite 202

Troy MI 48098

Dave Flynn

248-763-9637 dflynn@orionsolutionsgroup.net

VS0113942

Orion Solutions Group, LLC

C O

N

TR

A C

TO

R

517-648-3143

WestrateM1@michigan.gov

Colleen West

517-730-8430

DTMB

Marcela Westrate LARA westc6@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 5

Contract Number MA220000000127 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

$654,990.00 $535,500.00 $1,190,490.00

Effective September 25, 2025, the following amendment is hereby incorporated:

this contract is increased by $535,500.001.

the attached Schedule A - Statement of Work updates the previous version with Fiscal Year 2026 Scope and personnel information.

2.

pricing information on this contract updated for Fiscal Year 2026, per included Attachment B.3.

the Contract Administrator has been changed to Colleen West.4.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval and the State Administrative Board approval on 09/25/2025.

SCHEDULE A – Statement of Work

Fiscal Year 2026 Update:

BACKGROUND

The Contractor will continue to support via the financial review of selected systems and with a Subcontractor to provide project staff continuity to the engagement. The Contractor and Subcontractor will utilize the approach developed in the FY25 reviews to the selected FY26 systems.

SCOPE

A. Selected Systems MIDC proposes systems that will be in scope for FY26, summarized below. The Contractor will coordinate with those systems to establish timelines and share requests for supporting documentation. As the year progresses, the Contractor will work with MIDC to balance the number and timing of selected systems with the project budget, including any additions or changes to this list.

• City of Detroit • Kent County • Dickison County

• Oakland County • Menominee County • Crawford County

• Tuscola County • Delta County • Roscommon County

• Sanilac County • Alger County • Clare County

• Huron County • Chippewa County • City of Eastpointe

• Isabella County • Emmet County • City of Roseville

• Iron County • Cheboygan County • City of Pontiac

• Marquette County • Charlevoix County • Macomb County

B. High Level Analysis

The Contractor will continue to start each system review with a high-level review of key system data. The Contractor will use this process to help identify potential issues and customize the audit approach for each system.

C. Detailed Review The Contractor will perform a set of detailed audit steps to ensure each system is compliant with MIDC’s standards, including Standard 8 – Attorney Compensation approved on October 28, 2022. This will include, but is not limited to:

• Financial Analysis

• General Ledger Analysis

• Review of Internal Controls

• Invoice/Supporting documentation review, including attorney invoices

D. Reporting The Contractor will provide status reporting throughout the engagement on all active reviews.

For each specific system review, the Contractor will provide a report that summarizes the results of the work, highlights issues identified and give recommendations for improvement.

RESOURCE QUALIFICATIONS

The Contractor will use the same team that has been in place for the FY25 review program. Should there be a need to modify the team at any time the Contractor will work closely with MIDC to ensure any new team members will fit well into the program. The respective consultants will be supported by the Client Executive team consisting of Dave Flynn, and Paula Patterson.

Laurence Talley, Project Manager Kerry Sitar, Consultant David Lubera, Consultant

SCHEDULE B – Pricing

Fiscal Year 2026 Update:

The Contractor’s hourly rates apply for both regular hours and overtime – the Contractor does not charge overtime premiums. Hourly rates and overall estimated costs are outlined below. Please note the Contractor developed these estimates with the assumption that the Contractor will have reasonable and timely access to the personnel and documentation to support the effort.

Team Member Role Hourly Rate Estimated Hours Estimated Cost Laurence Talley Project Manager $155 100 $15,500 Kerry Sitar Consultant $130 2000 $260,000 David Lubera Consultant $130 2000 $260,000

TOTAL 4100 $535,500

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

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 - 1 Year October 31, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

2950 W. Square Lake Rd. Suite 202

Troy MI 48098

Dave Flynn

248-763-9637 dflynn@orionsolutionsgroup.net

VS0113942

Orion Solutions Group, LLC

C O

N

TR

A C

TO

R

SherlockJ@michigan.gov

Colleen West

517-730-8430

DTMB

Jordan Sherlock DTMB westc6@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 4

Contract Number MA220000000127 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

$529,930.00 $125,060.00 $654,990.00

Effective July 22, 2025, this contract is hereby increased by $125,060.00 to cover additional labor expenses for a second Manager to continue the Michigan Indigent Defense Commision (MIDC) Financial Compliance Review from Change Notice 1, at the Hourly Rates established in attached Change Notice 4

- Attachment A.

Please note the State Contract Administrator has been changed to Colleen West, 517-730-8430, westc6@michigan.gov

Position Hourly Rate (Not to Exceed)

Estimated Hours for 10- Month Period

Total Not to Exceed

Cost Manager $130/hour 962 125,060.00$

125,060.00$ Grand Total

DTMB Approved Increase for Additional Work

Change Notice 4 - Attachment A Contract # 220000000127 Orion Solutions Group

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, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

2950 W. Square Lake Rd. Suite 202

Troy MI 48098

Dave Flynn

248-763-9637 dflynn@orionsolutionsgroup.net

VS0113942

Orion Solutions Group, LLC

C O

N

TR

A C

TO

R

SherlockJ@michigan.gov

Susan Watt-Smith

517-230-0535

DTMB

Jordan Sherlock DTMB wattsmiths@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 3

Contract Number MA220000000127 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

$416,000.00 $113,930.00 $529,930.00

DESCRIPTION

Effective January 8, 2025, this contract is hereby increased by $113,930.00 to cover additional labor expenses for a Manager & Senior Project Manager to continue the Michigan Indigent Defense Commission (MIDC) Financial Compliance Review from Change Notice 1, at the Hourly Rates established in Change Notice 1, Schedule B, per Attachment A.

Position Hourly Rate (Not to Exceed)

Manager $130/hour Senior Project Manager $155/hour

Position Hourly Rate (Not to Exceed)

Estimated Hours for 10- Month Period

Total Not to Exceed

Cost Manager $130/hour 750 97,500.00$ Senior Project Manager $155/hour 106 16,430.00$

113,930.00$ Estimated Grand Total

DTMB Approved Increase for Additional Work

Hourly Rates Per Schedule B, Change Notice 1

Change Notice 3 - Attachment A Contract # 220000000127 Orion Solutions Group

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

2950 W. Square Lake Rd. Suite 202

Troy MI 48098

Dave Flynn

248-763-9637 dflynn@orionsolutionsgroup.net

VS0113942

ORION SOLUTIONS GROUP, LLC

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 MA220000000127 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

$190,000.00 $226,000.00 $416,000.00

DESCRIPTION

Effective September 25, 2024, this contract is exercising all 3 available, 1-year options and is increased by $226,000.00, to continue the work from Change Notice 1, for the Michigan Indigent Defense Commission (MIDC) Financial Compliance Review Program. The revised contract expiration date is October 31, 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 September 24, 2024.

Various SW

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

Contract Number 220000000127

Various

Susan Watt-Smith dflynn@orionsolutionsgroup.net

Dave Flynn

Troy, MI 48098

ORION SOLUTIONS GROUP, LLC

VS0113942

248-763-9637

2950 W. Square Lake Rd. Suite 202

517-230-0535 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

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

☐ ☐ October 31, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$190,000.00 $190,000.00

Effective February 9, 2024, the attached Schedule A - Statement of Work and Schedule B - Pricing are added to this contract.

Additionally, this contract is hereby increased by $190,000.00 to be used by the Department of Licensing and Regulatory Affairs (LARA) for the Michigan Indigent Defense Commission (MIDC) Financial Compliance Review Program.

Please note the Contract Administrator has been changed to Susan Watt-Smith, 517-230-0535, wattsmiths@michigan.gov.

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

Michigan.gov/MiProcurement

Orion Solutions Group

SCHEDULE A – STATEMENT OF WORK

CONTRACT ACTIVITIES

Change Notice 1 Michigan Indigent Defense Commission Financial Compliance Review Program

Contract No. 220000000127

BACKGROUND

The Michigan Indigent Defense Commission (MIDC) is responsible for creating and enforcing minimum standards for indigent defense. Each system submits a compliance plan and cost analysis for meeting the minimum standards. The plans are funded annually through the State of Michigan’s general fund. The MIDC enters into a grant agreement with each system. The agreement requires systems to submit quarterly financial reports to the MIDC.

The MIDC Act (the “Act”, Public Act 93 of 2013) as amended gives the MIDC the responsibility for auditing local indigent defense delivery systems (MCL §§ 780.989 (1)(b) and 780.993 (1)). The Act defines “indigent criminal defense system as either the local unit of government that funds a trial court or, if a trial court is funded by more than 1 local unit of government, those local units of government collectively (see MCL

780.983 (f)). Systems include cities, counties, and townships. The MIDC issues 120 contracts to 134 systems; some systems opt to regionalize.

SCOPE

This project contains the following scope:

A. Provide financial accounting, integrity oversight monitoring or auditing services as required by this Tier 2 SOW issued by the Department of Licensing and Regulatory Affairs (LARA). Services may include, but not be limited to, the following:

1. Forensic Accounting/Auditing (e.g., investigative engagements designed to detect fraud or misuse of funds, general auditing procedures to evaluate program operations and financial and other compliance requirements.

2. Internal Controls (e.g., evaluating sufficiency of the design and/or operating effectiveness of controls for business processes and associated IT systems)

Tasks specifically related to the scope of this project are:

A. Verify quarterly financial reports and associated documentation submitted by indigent defense systems.

1. Review the information submitted by local delivery systems beginning with

FY23 and working with the Program Manager to determine priorities.

2. Work directly with systems to obtain additional information and/or documentation as needed.

3. Verify accuracy of reports.

4. Assist with the development of guidelines to review documentation associated with MIDC’s Standard 8, which ensures adequate compensation and resources for defense counsel. The review of this task will involve attorney invoices for representation of indigent clients and examining these documents for compliance with Standard 8. The contractor will collaborate with Program Manager to develop control mechanisms and procedures to verify expenditure accuracies.

1. Requirements

1.1. General Requirements

A. Review quarterly financial reports submitted by indigent defense systems, confirming accuracy and determining if additional information is necessary for verification.

1. Work with Program Manager to identify systems whose quarterly financial reports have been selected for the MIDC’s compliance review program.

2. Review documentation submitted to the MIDC for fiscal years beginning with FY23 and expanding review to other years as necessary, with input from the Program Manager.

3. The documentation may include sensitive information. The Contractor must have a policy in place for handling this information and must include a copy with the proposal.

4. The contractor will verify the accuracy of the quarterly FSRs and corresponding back-up documentation.

5. Contact systems for additional information when required, working with MIDC to issue letters to systems that have been identified for review.

6. Travel to systems as necessary to complete more comprehensive review and gather documentation.

7. Work with Program Manager to set up regular meetings to discuss progress.

1.2. Acceptable Use Policy

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://michigan.gov/dtmb/0,4568,7-150-56355_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.

2. Service Requirements

2.1. Timeframes

All Contract Activities must begin within 14 business days from receipt of order. The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

3. Acceptance

3.1. Acceptance, Inspection, and Testing

The State will use the following criteria to determine acceptance of the Contract Activities:

Unless otherwise provided for in the SOW/RFP document, Acceptance will be determined following the criteria outlined in the State of Michigan Standard Terms and Conditions (Section 16).

4. Staffing

4.1. Contractor Representative

The Contractor must appoint a Single Point of Contact (SPOC) specifically assigned to State of Michigan accounts, who will respond to State inquiries regarding the Contract Activities, answer questions related to ordering and delivery, etc. (the “Contractor Representative”).

The Contractor must notify the Contract Administrator at least 30 calendar days before removing or assigning a new Contractor Representative.

4.2. Program Manager

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

State: Contractor:

Rebecca Mack 611 W. Ottawa, 4th Floor Lansing, MI 489136

MackR2@michigan.gov 517-657-3066

Dave Flynn 2950 W. Square Lake Rd., suite 202 Troy, MI 49098 dflynn@orionsolutionsgroup.net 248-763-9637

4.3. Customer Service Toll-Free Number

See master contract Schedule A - SOW section 4.2 for details.

4.4. Work Hours

See master contract Schedule A - SOW section 4.3 for details.

4.5. Key Personnel

The Contractor must appoint at least one individual who will be directly responsible for the day-to-day operations of the Contract (“Key Personnel”). Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquiries within 8 hours.

See master contract Schedule A - SOW section 4.4 for more details.

mailto:MackR2@michigan.gov mailto:dflynn@orionsolutionsgroup.net

1. The Contractor must identify all Key Personnel that will be assigned to this contract in the table below which includes the following:

• Name and title of staff that will be designated as Key Personnel.

• Key Personnel years of experience in the current classification.

• Identify which of the required key personnel positions they are fulfilling.

• Key Personnel’s roles and responsibilities, as they relate to this RFP, if the

Contractor is successful in being awarded the Contract. Descriptions of roles must be functional and not just by title.

• Identify if each Key Personnel is a direct, subcontract, or contract employee.

• Identify if each Key Personnel staff member is employed full-time (FT), part-time (PT) or temporary (T), including consultants used for the purpose of providing information for the proposal.

• List each Key Personnel staff member’s length of employment or affiliation with the Contractor’s organization.

• Identify each Key Personnel’s percentage of work time devoted to this Contract.

• Identify where each Key Personnel staff member will be physically located (city and state) during the Contract performance.

1.

Name

2.

Years of

Experience in Current

Classification

3.

Role(s) /

Responsibiliti es

4.

Direct /

Subcontract/ Contract

5.

% of Work Time

6.

Physical Location

Michael Sobick

30+ Project Manager

Direct 15% Canton, Michigan

Kerry Sitar 20+ Senior Consultant

Subcontractor 25- 85%

Warren, Michigan

Adam Grech 20+ Senior Consultant

Subcontractor 25- 85%

Rochester Hills, Michigan

Andrew Choraszewski

5+ Senior Consultant

Subcontractor 25- 85%

Dearborn, Michigan

A. The Contractor must provide detailed, chronological resumes of all proposed Key Personnel, including a description of their work experience relevant to their purposed role as it relates to the RFP.

Qualifications will be measured by education and experience with particular reference to experience on projects similar to that described in the RFP.

4.6. Disclosure of Subcontractors

If the Contractor intends to utilize subcontractors, the Contractor must disclose the following:

• The legal business name; address; telephone number; a description of subcontractor’s organization and the services it will provide; and information concerning subcontractor’s ability to provide the Contract Activities.

• The relationship of the subcontractor to the Contractor.

• Whether the Contractor has a previous working experience with the subcontractor. If yes, provide the details of that previous relationship.

• A complete description of the Contract Activities that will be performed or provided by the subcontractor.

4.7. Security

The Contractor must explain any additional security measures in place to ensure the security of State facilities. The State may require the Contractor’s personnel to wear State issued identification badges.

The Contractor’s staff may be required to make deliveries to or enter State facilities. The Contractor must: (a) explain how it intends to ensure the security of State facilities, (b)

Bidder must provide detailed information as requested in the above requirement(s).

The legal business name, address, telephone number of the subcontractor(s).

Jefferson Wells, a division of Experis US LLC 35055 W. Twelve Mile Road, suite 215 Farmington Hills, MI 48331

A description of subcontractor’s organization and the services it will provide and information concerning subcontractor’s ability to provide the Contract Activities.

Jefferson Wells is a professional services firm specializing in Risk Advisory, Accounting & Finance, Business Optimization, and Tax Services.

Additional Jefferson Wells has previously worked with the MIDC.

The relationship of the subcontractor to the Bidder.

Not related, but mutually compatible firm services.

Whether the Bidder has a previous working experience with the subcontractor.

If yes, provide the details of that previous relationship.

Senior leadership of Bidder and Subcontractor have worked together in the past.

A complete description of the Contract Activities that will be performed or provided by the subcontractor.

Subcontract activities will consist of providing Senior Consultants.

Of the total bid, the price of the subcontractor’s work.

We anticipate the subcontractor will represent 50- 75% of the bid price.

whether it uses uniforms and ID badges, etc., (c) identify the company that will perform background checks, and (d) the scope of the background checks.

5. Project Management

5.1. Project Plan

The Contractor will carry out this project under the direction and control of the Program Manager. Within 30 calendar days of the Effective Date, the Contractor must submit a final project plan to the Program Manager for approval. The plan must include: (a) the Contractor's organizational chart with names and title of personnel assigned to the project, which must align with the staffing stated in accepted proposals; and (b) the project breakdown showing sub-projects, tasks, timeline, and resources required.

5.2. Meetings

The Contractor must attend the following meetings and will be given advance notice prior to the meetings being scheduled:

• Kick-off meeting within 10 calendar days of the effective date of this contract change notice.

• Weekly activities report and monthly progress meetings as needed during the period of the contract.

• Contractor must be available to meet about findings and recommendations with Program Manager and other MIDC staff identified by the Program Manager.

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

5.3. Reporting

The Contractor must submit the written descriptions of weekly progress on all activities and written monthly progress reports to the Program Manager.

6. Pricing

6.1. Price Term

Pricing is firm for the entire length of the engagement related to this SOW. Contractor pricing must not exceed rates provided in Schedule B of the master contract.

7. Ordering

7.1. Authorizing Document

See master contract Schedule A - SOW section 7.1 for details.

8. Invoice and Payment

8.1. Invoice Requirements

See master contract Schedule A - SOW section 8.1 for details.

8.2. Payment Methods

See master contract Schedule A - SOW section 8.2 for details.

8.3. Procedure

Invoices must be submitted by email to the Program Manager.

9. Liquidated Damages See master contract Schedule A - SOW section 9. for details.

Version 2021-2 Page 1 of 1

Orion Solutions Group

SCHEDULE B - PRICING

Change Notice 1

Michigan Indigent Defense Commission Financial Compliance Review Program Contract No. 220000000127

1. Price proposals must 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).

2. The Contractor is encouraged to offer quick payment terms. The number of days must not include processing time for payment to be received by the Contractor's financial institution.

3. By submitting its proposal, the Contractor certifies that the prices were arrived at independently, and without consultation, communication, or agreement with any other Contractor.

4. NOTES:

a. As a reminder, overtime, holiday pay, and travel expenses will not be paid.

b. Provide the hourly rate (not-to-exceed) for each staff level and all applicable personnel assigned to the Contract for the proposed services. For example, please indicate positions at Senior Manager, Director, Manager, etc. Senior levels, entry level staff, as well as Specialty Services (e.g., Cyber engineer, Subject Matter Expert, etc.). Table should demonstrate how the estimated 1,500 hours per year will be distributed across all positions.

c. Hourly Rates must not exceed rates provided in Schedule B of the master contract.

Position Hourly Rate (Not to Exceed)

Estimated Hours for 10-

Month Period*

Total Not to Exceed

Cost Manager $130/hour 1,250 $162,500.00 Senior Project Manager $155/hour 177 $27,435.00

Estimated Grand Total $189,935.00

* Based on 1,500 hours per year

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000000127 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

Orion Solutions Group LLC

S T

A T

E P ro g ra m

M a n a g e r

Various SW

2950 W. Square Lake Rd. Suite 202

Troy, MI 48098

Dave Flynn

C o n tr a c t

A d m in is tr a to r

Marissa Gove DTMB

248-763-9637 517-449-8952 dflynn@orionsolutionsgroup.net Govem1@michigan.gov

VS0113942

CONTRACT SUMMARY

DESCRIPTION:SW Financial Auditing and Accounting Prequal Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

11/1/2021 10/31/2024 3-1 year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER: This Contract Agreement is awarded on the basis of our inquiry bearing the solicitation 210000002247. Payments will be issued directly by the agency requiring services associated with specific SOWs.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $0

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget – Central Procurement Services

525 W Allegan St, Lansing, MI 48933 P.O. Box 30026, Lansing, MI 49809

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CONTRACT NO. 220000000127

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

Mich igan.gov/MiProcure ment

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STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Orion Solutions Group LLC (“Contractor”), a Michigan limited liability company. This Contract is effective on November 1, 2021 (“Effective Date”), and unless terminated, expires on October 31, 2024.

This Contract may be renewed for up to two (2) additional one (1) year period(s).

Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

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

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract;

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

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

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.

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If to State: If to Contractor:

Marissa Gove 525 W Allegan St Lansing, MI 48933 Govem1@michigan.gov 517-449-8952

Dave Flynn 2950 W. Square Lake Rd., Suite 202 Troy, MI 48098 dflynn@orionsolutionsgroup.net 248-763-9637

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

State: Contractor:

Marissa Gove 525 W Allegan St Lansing, MI 48933 Govem1@michigan.gov 517-449-8952

Dave Flynn 2950 W. Square Lake Rd., Suite 202 Troy, MI 48098 dflynn@orionsolutionsgroup.net 248-763-9637

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

State: Contractor:

Various by Tier 2 requirements. List will be provided as needs arise.

Dave Flynn 2950 W. Square Lake Rd., Suite 202 Troy, MI 48098 dflynn@orionsolutionsgroup.net 248-763-9637

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

Insurance Requirements. Contractor, at its sole expense, must maintain the insurance coverage identified below. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or otherwise result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by a company with an A.M. Best rating of "A-" or better, and a financial size of VII or better.

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional

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Required Limits Additional Requirements

$2,000,000 Products/Completed Operations $2,000,000 General Aggregate insureds using endorsement CG 20 10 11 85, or both CG 20 10 12 19 and CG 20 37 12 19

Automobile Liability Insurance

If a motor vehicle is used in relation to the Contractor's performance, the Contractor must have vehicle liability insurance on the motor vehicle for bodily injury and property damage as required by law.

Workers' Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimum Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease

Privacy and Security Liability (Cyber Liability) Insurance

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Annual Aggregate

Contractor must have their policy cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

Crime (Fidelity) Insurance

Minimum Limits:

$1,000,000 Employee Theft Per Loss

Contractor must have their policy: (1) cover forgery and alteration, theft of money and securities, robbery and safe burglary, computer fraud, funds transfer fraud, money order and counterfeit currency, and (2) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as Loss Payees.

Professional Liability (Errors and Omissions) Insurance

Minimum Limits:

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

If any of the required policies provide claims-made coverage, the Contractor must:

(a) provide coverage with a retroactive date before the Effective Date of the Contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities; and

(c) if coverage is cancelled 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.

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Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within twenty (20) calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurance contained in this Section; (c) notify the Contract Administrator within five (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 to 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).

Administrative Fee and Reporting. Contractor must pay an administrative fee of 0.75% on all payments made to Contractor under the Contract including transactions with the State (including its departments, divisions, agencies, offices, and commissions), MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made online by check or credit card at: https://www.thepayplace.com/mi/dtmb/adminfee

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales.

Reports should be mailed to MiDeal@michigan.gov.

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

Extended Purchasing Program. This contract is extended to MiDEAL members.

MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal.

Upon written agreement between the State and Contractor, this contract may also be extended to: (a) other states (including governmental subdivisions and authorized entities) and (b) State of Michigan employees.

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms. The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

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

Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor.

https://www.thepayplace.com/mi/dtmb/adminfee http://www.michigan.gov/mideal

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Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest.

If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub.

1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, or as may be specified in Schedule A, 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.

Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

Change of Control. Contractor will notify within 30 days of any public announcement or otherwise once legally permitted to do so, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock;

(b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

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In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

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

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

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract.

However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

Reserve.

Reserve.

Reserve.

Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities performed as specified in Schedule A. Invoices must include an itemized statement of all charges.

The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. All prices are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

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

Version 2021-2 Page 9 of 41 dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

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

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

Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for…