220000000130.pdf

/���0

��� 5�� 5� �6 ��������2 �7�2 �89:;<=8;�8>=:?@�:9;A8@

E ���������0&*& &!F�"$$"' &G"�H! " &*& &!F�"I+&,! &#*�H! " &*& &!F�!G!&F!JF"�#+ &#*� "I+&,! &#*�H! "�J"$#,"K�7 0L ��M�����M �2��L ���M������ ��N�M�O �� �2��L ���M�����P+!B%"* � ",%� H"F&G",B� &%"$,!%"!F ",*! "�+!B%"* �#+ &#*� "I "*H"H�+-,'(!�&*)%&*&%-%�H"F&G",B�,"Q-&,"%"* �KRD �N6��5 .�� 2��S� ��T�U6V ��3 � O � K�

�M���� �3X�

�5�������PYZ

��DK1\�]���UDK����6'#* ,!' #, YMPN��PNM�P��3

���2̂Z[0�23��� ���76���

���2̂ .1��

W ��2�[0�23��� ���7'_̀abcda !efg̀ghabca_b +b_ibcf %c̀cijb� ! "

KRDK

���Y

63� � �K���2 �K 0L ���k6� ���2��K 0L ���l=mmnnnnnnnopn��

H"�',&+ &#*�#$�'(!*)"�*# &'"#+ &#* "I "*�&#*F"*) (�#$�#+ &#* F"*) (�#$�"I "*�&#* ,"G&�"H�"I+q�H! "'-,,"* �G!F-" G!F-"�#$�'(!*)"�*# &'" "� &%! "H�!)),")! "�'#* ,!' �G!F-"��O ���r�����P��� rM�P������� r������P���

�0 ����!�1� ��&�� �2&� �&��!�3�����4�� �������5������5 �6243557 ��� ��5�� ���8�5��� ����!�9��:�����5�� �2�8����������� ������0� ���� ���,����� ����@���9��4�)#'��� .1� �5��� �������+����0���,����� �������!�=>>'�6�0�7������������-� ���#��0& �5��� ���#5��������'A@)A@)')* �����&���&���� ����6����&�����!�� �!����+����!������.��0B �+����-���

�7 ��� ��������������� ��&�����-���+����9��4�)#=�3

�� �����01�2�� ����--����� �����5��� �2������--��������%��&����'* �)')*#

Michigan.gov/MiProcurement

SCHEDULE A – STATEMENT OF WORK

CONTRACT ACTIVITIES

BACKGROUND

The Michigan Department of Treasury, Bureau of Local Government and School Services (BGLSS) is seeking a Contractor to provide support for an overview of the use of grant funds for programs related to flood cleanup and disaster relief, dam projects, first responder recruitment and training, fire equipment, and assistance for communities and schools in distress/potential distress.

SCOPE

The Contractor must provide a review of the funds allocated to the recipient units of local government and school districts which includes, but is not limited to, reimbursements and encumbrance reductions to ensure that all documentation is complete and accurate, review of subcontracts for accuracy, and evaluate record keeping practices. The BGLSS is looking at a six-month delivery window.

A. The Contractor must provide financial accounting, integrity oversight monitoring or auditing services as required by this Tier 2 SOW issued by the Department of Treasury. Services may include, but not be limited to, the following:

1. Compliance 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).

3. Auditing the Administration of Grant Monies (including the proper retention of records).

4. Review and provide an analysis of other mutually agreed upon activities that are related to this SOW.

1. Requirements

1.1. General Requirements

The Contractor must:

A. Review reimbursements and encumbrance reductions which include the following:

1. Evaluate for duplicate funding.

2. Analyze for duplicate receipt submissions.

3. Ensure all documentation is complete and accurate.

B. Review grant recipients’ contracts with vendors, which includes the following:

1. Ensure contracts were competitively bid.

2. Confirm costs are to industry standards.

C. Review record keeping activity, which includes the following:

1. Grant recipients’ records meet legal standards.

2. The work of Treasury is properly documented.

D. Provide a Final Report, which must include the following, at a minimum:

1. Note all proper documentation and deficiencies.

2. Recommend mitigation and a review of that effort to close out requirement.

3. Meet with stakeholders to discuss the Final Report and the findings.

1.2. Projects with Electronic Deliverables

Due to large file sizes, a file transfer site will be set up for the Contractor and Treasury to exchange documentation. The Contractor must be able to access FTP established by the State.

1.3. 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 1340.00.130.02 Acceptable Use of Information Technology (michigan.gov). 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.

1.4. ADA Compliance

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 April 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.

2. Service Requirements

2.1. Timeframes

The Contractor and Treasury will work under a mutually agreed upon timeframe. The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

2.2. Conflict of Interest

Contractor must identify any potential conflicts of interest in performing the services described in this SOW. The Contractor must also include a statement explaining why such relationships do not constitute a conflict of interest relative to performing the proposed engagement.

Contractor agrees that should a conflict of interest arise during the performance of Contract Activities, a discussion will be initiated with all involved parties before moving forward. The Program Manager has the final decision regarding any conflict of interest, real or perceived, and the continuation of Contract Activities.

3. Acceptance

3.1. Acceptance, Inspection, and Testing

The State will use the following criteria to determine acceptance of the Contract Activities: The Treasury Program Manager approves the completion of activities listed in Section 1.1.

4. Staffing

4.1. Contractor Representative

The Contractor must appoint at least one individual 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 14 calendar days before removing or assigning a new Contractor Representative.

4.2. Program Manager

https://www.michigan.gov/dtmb/-/media/Project/Websites/dtmb/Law-and-Policies/IT-Policy/13400013002-Acceptable-Use-of-Information-Technology-Standard.pdf?rev=be02ad06273b40d0b28fd1569c01435e&hash=686A1BFBA24EE0049E2757EC68567A4F https://www.michigan.gov/dtmb/-/media/Project/Websites/dtmb/Law-and-Policies/IT-Policy/13400013002-Acceptable-Use-of-Information-Technology-Standard.pdf?rev=be02ad06273b40d0b28fd1569c01435e&hash=686A1BFBA24EE0049E2757EC68567A4F

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:

Larry Steckelberg Division Administrator Michigan Department of Treasury 430 W. Allegan Lansing MI 48909

Amanda Ward, Partner 3000 Town Center, Suite 100 Southfield, MI 48075 248.223.3528 amanda.ward@plantemoran.com

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 individuals 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 of the Contractual requirements and respond to State inquiries in a timely fashion.

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

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

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

2. Key Personnel years of experience in the current classification.

3. 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 should be functional and not just by title.

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

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

6. 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) / Responsibilities

4.

Direct / Subcontract/

Contract

5.

% of Work Time

6.

Physical Location

Amanda Ward 7

Project director;

oversight of all monitoring activities

Direct 10 Southfield, MI

Brian Camiller 9 Project advisor – general accounting Direct 5 Southfield, MI

Scott Patton 7 Project advisor – operations management

Direct 10 Southfield, MI

1.

Name

2.

Years of Experience in

Current Classification

3.

Role(s) / Responsibilities

4.

Direct / Subcontract/

Contract

5.

% of Work Time

6.

Physical Location

Contractor will assign appropriate accountants to activities dependent upon required skill level and availability.

Varies Complete monitoring tasks Direct 75

Southfield, East

Lansing, Ann Arbor, and/ or Detroit, MI

B. 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 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.

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

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

N/A.

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 Bidder.

Whether the Bidder has previous working experience with the

4.7. Security

The Contractor must explain any security measures in place to ensure the security of State and City facilities. 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) 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 five business days of the award of any SOW, the Contractor must submit, for final approval, a detailed project plan to the Program Manager. The final Project Plan must agree with the Contractor’s SOW proposal and be accepted by the State. 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:

A. A kickoff meeting with Treasury employees.

B. A final meeting to review the Final Report and other findings.

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

5.3. Reporting

The Contractor must submit, to the Program Manager, the Final Report (reference Section 1.1.1.D).

This report is due no later than May 1, 2026.

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

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

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.

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

All invoices submitted to the State must include: (a) date; (b) Delivery Order number; (c) hours; (d) description of the Contract Activities; (e) unit price; (f) shipping cost (if any); (g) vendor-generated invoice number; and (h) total price. Overtime, holiday pay, and travel expenses will not be paid.

8.2. Payment Methods

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

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

SCHEDULE B – PRICING

For Financial Accounting, Integrity Oversight Monitoring service for grants awarded for flood cleanup and disaster relief, dam projects, first responder recruitment and training, fire equipment, and assistance for communities and schools in distress/potential distress.

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).

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.

Quick payment terms: 2% discount off invoice if paid within 21 days after receipt of invoice.

Requirement Proposed Hours

Price Per Hour (Flat Fee)

Requirement Price

Review reimbursements and encumbrance reductions 400 $ $104,000.00

Review grant recipients’ contracts with vendors 215 $ $55,900.00

Review record keeping activity 110 $ $28,600.00

Final Report (with meeting) 35 $ $9,100.00

Total Price: $197,600.00

3. 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 as Senior Manager, Director, Manager, etc., Senior level staff, as well as Specialty Services (e.g., Cyber engineer, Subject Matter Expert, etc.).

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

Position Hourly Rate (Not to Exceed)

Partner $385 - $415 Principal $330 - $380 Senior Manager $310 - $345 Consulting Manager/Accounting Manager $255 - $315 Senior Consultant/In-Charge $200 - $235 Consultant/Staff Accountant $135 - $185

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

3000 Town Center, Suite 100

Southfield MI 48075

Jean Young

517-336-7458

Jean.young@plantemoran.com

CV0019403

PLANTE & MORAN PLLC

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 3

Contract Number MA220000000130 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

$92,667.00 $0.00 $92,667.00

DESCRIPTION

Effective September 16, 2024, all 3 of the 1-year options available on this contract are hereby exercised.

The revised contract expiration date is October 31, 2027.

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

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 2 to

Contract Number 220000000130

Various

Susan Watt-Smith jean.young@plantemoran.com

Jean Young

Southfield, MI 48075

PLANTE & MORAN PLLC

CV0019403

517-336-7458

3000 Town Center, Suite 100

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

$92,550.00

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

$96.00 $92,646.00

Effective March 27, 2024 this contract is hereby increased by $96.00 for Treasury 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

DESCRIPTION

CONTRACT SUMMARY

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

220000000130Contract Number various

Susan Watt-Smith jean.young@plantemoran.com

Jean Young

Southfield, MI 48075

PLANTE & MORAN PLLC

CV0019403

517-336-7458

3000 Town Center, Suite 100

517-230-0535 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

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

$92,550.00 $92,550.00

Effective 11/23/22, the attached Schedule A - Statement of Work and associated Schedule B - Pricing are hereby added for Treasury; the contract is increased by $92,550.00.

Please note the Contract Administrator has been changed to Susan Watt-Smith, 517-230-0535, WattSmithS@michigan.gov, in Standard Contract Terms Section 2. Notices and Section 3. Contract Administrator.

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

SW

Mich igan .gov/MiProcurement

Version 2021-2 Page 1 of 7

SCHEDULE A - STATEMENT OF WORK

CONTRACT ACTIVITIES

Contract Number 220000000130 Change Notice 1

Financial Accounting, Integrity Oversight Monitoring or Auditing Service by

The City of Flint/Fixed Asset Analysis

The Michigan Department of Treasury (Treasury) is seeking to engage a municipal consultant that specialize in providing services to a local unit of government in the State of Michigan for the long-term fiscal health and stability of the State. Contractors must be a participant of the prequalification program that allows State agencies and MiDEAL members to contract for education and municipal consulting services on a fast-track, as-needed basis.

BACKGROUND

The Bureau of Local Governments and School Services is seeking to provide technical and administrative support for improvements in financial management for the City of Flint (City). The City requires assistance in addressing an audit finding related to management of its capital assets. The finding is the result of a lack of controls which has resulted in inadequate asset tracking including the reconciliation of financial records in the City’s software systems.

SCOPE

This project contains the following scope: Perform a physical inventory of the items as called for in the City’s most recent audit. This will include a review of the records in the capital assets system for accuracy and completeness, reconciling the data in the capital asset system to the general ledger system, and assisting City staff with making any necessary corrections to the fixed asset and general ledger modules including creating procedures for the City to update capital assets in an ongoing manner, and to train City staff on the updated procedures.

A. Prepare, review, and reconcile all capital asset schedules with inventory and the general ledger.

B. Evaluate to determine effectiveness and efficiencies and make recommendations to management on improvements.

C. Provide updated procedures and staff training for future efforts by City employees.

1. Requirements

1.1. General Requirements

Inventory of Assets

A. Inventory of assets.

B. Record inventory of assets and adjustments in general ledger.

C. Training of staff for proper inventory of City assets to meet generally accepted accounting principles.

Version 2021-2 Page 2 of 7

1.2. Training

The Contractor must provide the following training: Train City staff on the new, updated procedures.

1.3. ADA Compliance

The State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted a formal policy regarding accessibility requirements for websites and software applications. The State is requiring that Contractor’s proposed Solution, where relevant, to level AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2.0. Contractor may consider, where relevant, the W3C’s Guidance on Applying WCAG 2.0 to Non-Web Information and Communications Technologies (WCAG2ICT) for non-web software and content. The State may require that Contractor complete a Voluntary Product Accessibility Template for WCAG 2.0 (WCAG 2.0 VPAT) or other comparable document for the proposed Solution.

http://www.michigan.gov/documents/dmb/1650.00_209567_7.pdf?20151026134621

2. Service Requirements

2.1. Timeframes

All Contract Activities must be completed and delivered within six months (180 calendar days) of the Effective Date. The receipt of order date is pursuant to the section of the Standard Contract Terms.

Phase 1 Deliverable: Perform a physical inventory of the City’s fixed assets.

Phase 2 Deliverable: Reconcile fixed assets to the City’s financial records.

Phase 3 Deliverable: Develop written procedures for improvements to the process.

Phase 4 Deliverable: Train City staff on the new process.

2.2. Conflict of Interest

Contractor must identify any potential conflicts of interest in performing the services described in a SOW. The Contractor must also include a statement explaining why such relationships do not constitute a conflict of interest relative to performing the proposed engagement.

Contractor agrees that should a conflict of interest arise during the performance of Contract Activities, a discussion will be initiated with all involved parties before moving forward. The Program Manager has the final decision regarding any conflict of interest, real or perceived, and the continuation of Contract Activities.

3. Acceptance

3.1. Acceptance

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

A. Properly updated inventory records.

B. New procedures and training completed.

4. Staffing

4.1. Contractor Representative

http://www.michigan.gov/documents/dmb/1650.00_209567_7.pdf?20151026134621

Version 2021-2 Page 3 of 7

The Contractor must appoint one or more individuals 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 14 calendar days before removing or assigning a new Contractor Representative.

Contractor Representative: Brian Camiller, Partner (see contact information below).

4.2. Program Manager

The Program Manager for each party related to this SOW will monitor and coordinate the day-to-day activities with the City’s representative (each a “Program Manager”).

The State of Michigan’s representative will monitor the overall scope of the Contract.

State / City: Contractor:

SOM: Larry Steckelberg 430 W. Allegan Lansing, MI 48909 Phone: 517-974-3495 Email: steckelbergl@michigan.gov

City of Flint: Robert Widigan CFO, City of Flint 1101 S. Saginaw St., Flint, MI 48502 Phone: 810.766.7266 (x2301) Email: rwidigan@cityofflint.com

Brian J. Camiller, CPA | Partner | Government Services Group Leader 3000 Town Center, Suite 100, Southfield, MI 48075 Direct Dial: 248.223.3840 Fax: 248.233.8515 Email: Brian.Camiller@plantemoran.com

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 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 in a timely fashion.

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

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

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

2. Key Personnel years of experience in the current classification.

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

mailto:Brian.Camiller@plantemoran.com

Version 2021-2 Page 4 of 7

4. 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 should be functional and not just by title.

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

6. 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.

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

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

9. 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) /

Responsibilities

4.

Direct /

Subcontract / Contract

5.

% of Work Time

6.

Physical Location

Brian Camiller, Partner

6 Project oversight Direct 5 Southfield

Mark Warner, Partner

Project oversight and quality assurance

Direct 5 Southfield

Scott Patton, Senior Manager

Project manager;

responsible for completion of tasks

Direct 20 Southfield

LaTonya Edwards, Sr Accounting Consultant

Conduct reconciliation activities

Direct 20 Southfield

Carolyn Lorenz, Manager

Conduct reconciliation activities

Direct 20 Southfield

Additional staff will conduct tasks related to asset data gathering activities. These will be dependent upon staff availability when project initiation commences.

4.6. Disclosure of Subcontractors

See master contract Schedule A – SOW Section 4.6 for more details.

5. Project Management

5.1. Project Plan

The Contractor will carry out this project under the direction and control of the Program Manager. Within five business days of the award of any SOW, the Contractor must submit, for final approval, a detailed project plan to the Program Manager. The final

Version 2021-2 Page 5 of 7

Project Plan must agree with the Contractor’s SOW proposal and accepted by the State. Within six months (180 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:

A kickoff meeting with State and City project participants at a date, time and location selected by the City.

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

5.3. Reporting

The Contractor must submit to the Program Manager the following written reports: bi-weekly updates of the project status.

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

Invoices must be submitted no later than 30 calendar days after the completion of each project phase, identified in Section 2.1. All invoices submitted to the State must include:

(a) date; (b) Delivery Order number; (c) hours; (d) description of the Contract Activities;

(e) unit price; (f) shipping cost (if any); (g) vendor-generated invoice number; and (h) total price. Overtime, holiday pay, and travel expenses will not be paid.

8.2. Payment Methods

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

9. Liquidated Damages

See master contract Schedule A - SOW Section 9. for details.

10. Service-Level Agreement (SLA) A. The Contractor will be held accountable to meet the requirements and the SLAs established in this SOW.

B. The State reserves the right to reconsider or amend SLA amounts for split awards should they occur.

Version 2021-2 Page 6 of 7

SLAs for this SOW will be as follows:

SLA Metric 1. Timely Deliveries Credit Due for Failing to Meet the

SLA.

1. $100.00 may be assessed for each of the first five occurrences of non-compliance in a given calendar year.

2. $500.00 may be assessed beginning with the sixth occurrence of non-compliance and on each occurrence thereafter in a given calendar year.

Extenuating circumstances will be reviewed by the Program Manager before any Service Credits are assessed.

At the discretion of the State, these credits may be applied toward any payable due to the Contractor or be payable directly to the State. Payments made directly to the State must be completed within 10 days of notice of assessment.

Version 2021-2 Page 7 of 7

SCHEDULE B PRICING

Contract Number 220000000130

Change Notice 1

Financial Accounting, Integrity Oversight Monitoring or Auditing Service by City of Flint/Fixed Asset Analysis

1. Price includes all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing).

Phases Proposed Hours

Price Per Hour (Flat Fee) Phase Price

Phase 1: Physical Inventory 270 $200.00 $54,000.00 Phase 2: Reconcile inventory to financial records and accounting software

100 $200.00 $20,000.00

Phase 3: Develop written processes and procedures 50 $265.00 $13,250.00

Phase 4: Training/Education 20 $265.00 $5,300.00 Total Price: $92,550.00

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

3. 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 this SOW 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.).

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

Position Hourly Rate (Not to Exceed)

Partner $400.00 Sr Consulting Manager $340.00 Consulting Manager $280.00 Sr Consultant $220.00 Consultant $175.00

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000000130 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

Plante & Moran, PLLC

S T

A T

E P ro g n a g e r

Various SW

3000 Town Center, Suite 100

Southfield, MI 48075

Jean Young

C o n tr a c t

A d m in is tr a to r

Marissa Gove DTMB

517-336-7458 517-449-8952

Jean.young@plantemoran.com Govem1@michigan.gov

CV0019403

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

Version 2021-2 Page 2 of 41

CONTRACT NO. 220000000130

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

Version 2021-2 Page 3 of 41

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Plante & Moran, PLLC (“Contractor”), a Michigan professional 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.

Version 2021-2 Page 4 of 41

If to State: If to Contractor:

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

Jean Young, Partner 1111 E. Michigan Ave., Suite 100 East Lansing, MI 48823 Jean.young@plantemoran.com 517-336-7458

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

Jean Young, Partner 1111 E. Michigan Ave., Suite 100 East Lansing, MI 48823 Jean.young@plantemoran.com 517-336-7458

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.

Jean Young, Partner 1111 E. Michigan Ave., Suite 100 East Lansing, MI 48823 Jean.young@plantemoran.com 517-336-7458

Scott Patton, Senior Manager (secondary/support) 3000 Town Center Southfield, MI 48075 Scott.patton@plantemoran.com 248-223-3503

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.

Version 2021-2 Page 5 of 41

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum Limits:

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

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

Version 2021-2 Page 6 of 41

(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.

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

Version 2021-2 Page 7 of 41

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.

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

Version 2021-2 Page 8 of 41 merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

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.