220000001021.pdf

STATE OF MICHIGAN PROCUREMENT

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

CONTRACT CHANGE NOTICE

Change Notice Number 4 to

Contract Number MA220000001021

C O

N

TR

AC

TO

R

PLANTE & MORAN PLLC

3000 Town Center Suite 100

Southfield MI 48075

Jean Young

517-336-7458

Jean.young@plantemoran.com

CV0019403

ST

AT

E

Pr og ra m

M an ag er

Various TREA

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

(517) 855-1376 ashleya2@michigan.gov

CONTRACT SUMMARY

Consultant Services for Schools and Local Units of Government – Prequalified Contract

INITIAL EFFECTIVE DATE

June 1, 2022

INITIAL EXPIRATION DATE

May 31, 2025

INITIAL AVAILABLE OPTIONS

2 - 1 Year

EXPIRATION DATE BEFORE

May 31, 2026

PAYMENT TERMS

2% discount off invoice if paid within 21 days after receipt of invoice; Delivery Orders / SOW’s with a contract value exceeding $500,000: 3% discount off invoice if paid within 14 days after receipt of invoice; Net 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

1 Year

EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

May 31, 2027

CURRENT VALUE

$75,000.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$75,000.00

DESCRIPTION

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

Effective April 30, 2026, the last option year available on this contract is hereby exercised. The revised contract expiration date is 05/31/2027.

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

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA220000001021

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

TREA Jessica Thomas 517-335-1215 Thomasj45@michigan.gov

TREA Kevin Smith 313-456-4279 SmithK155@michigan.gov

TREA Chelan Burks-Andrews BurksAndrewsC@michigan.g ov

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

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number MA220000001021

C O

N

TR

AC

TO

R

PLANTE & MORAN PLLC

3000 Town Center Suite 100

Southfield MI 48075

Jean Young

517-336-7458

Jean.young@plantemoran.com

CV0019403

ST

AT

E

Pr og ra m

M an ag er

Chelan Burks-Andrews TREA

BurksAndrewsC@michigan.gov

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

(517)855-1376 ashleya2@michigan.gov

CONTRACT SUMMARY

Consultant Services for Schools and Local Units of Government – Prequalified Contract

INITIAL EFFECTIVE DATE

June 1, 2022

INITIAL EXPIRATION DATE

May 31, 2025

INITIAL AVAILABLE OPTIONS

2 - 1 Year

EXPIRATION DATE BEFORE

May 31, 2026

PAYMENT TERMS

2% discount off invoice if paid within 21 days after receipt of invoice; Delivery Orders / SOW’s with a contract value exceeding $500,000: 3% discount off invoice if paid within 14 days after receipt of invoice; Net 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

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

CURRENT VALUE

$20,000.00

VALUE OF CHANGE NOTICE

$55,000.00

ESTIMATED AGGREGATE CONTRACT VALUE

$75,000.00

DESCRIPTION

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

Effective March 27, 2026, the attached Schedule A - Statement of Work and $55,000.00 are hereby added to the Contract for MDE. In addition, 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.

SCHEDULE A - TIER-TWO STATEMENT OF WORK

Financial & Real Estate Consulting Services for School Campus Lease Development

SCOPE

Original Contract requirements apply for this Section in addition to the following:

The Michigan Department of Technology, Management & Budget (the “Department”), on behalf of the Michigan Department of Education (MDE), is seeking to engage a qualified and experienced Respondent to provide financial and real estate consulting services in partnership with the Department’s Real Estate Division. The purpose of this engagement is to support the development of a new lease agreement for a school campus which includes a student residential component, including new construction and long-term occupancy planning.

The selected firm will assist in evaluating financial feasibility, market conditions, and lease structuring strategies to ensure the State receives high-quality services at fair market rates, while aligning with the State’s operational, educational, and fiscal goals.

1. REQUIREMENTS

1.1 General Requirements

The Contractor will be responsible for complying with all the original Contract Requirements and for providing all Deliverables, Services and Staff to perform the work as indicated below.

The Contractor must:

Advise the State through the planning, analysis, and negotiation of a new lease for a school campus, ensuring that the resulting agreement is financially sound, market-aligned, and strategically advantageous, including the following Deliverables:

a. Project Work Plan with deliverables schedule – within 15 business days after kick-off meeting.

b. Market and Financial Analysis Report – including lease vs. build scenarios.

c. Draft Lease Strategy and Term Sheet – with annotated recommendations.

d. Final Lease Development Report – incorporating feedback from stakeholders.

e. Implementation Roadmap – outlining next steps, timelines, and responsible parties.

A. Financial & Real Estate Data Analysis Advisory Services – Lease Development

The Contractor must:

a. Partner with the Real Estate Division and its other internal and external stakeholders to develop a comprehensive lease strategy for a multiple building school campus, including student residential and new construction components.

b. Provide financial modeling and scenario testing to evaluate lease vs. build options, long-term cost implications, and funding strategies.

c. Analyze market data and comparable lease rates to ensure alignment with fair market value.

d. Analyze school campus market data for direct building operational expenses to ensure alignment with fair market value.

e. Support the development of defining quality maintenance and operations standards relevant to a new school campus.

f. Offer strategic recommendations on lease terms, escalation clauses, tenant improvement allowances, capital improvements, and risk mitigation.

g. Support negotiation strategy development and assist in drafting key lease provisions.

h. Identify opportunities for cost savings, operational efficiency, and long-term value.

i. Ensure compliance with applicable State policies, procurement requirements, and budgetary constraints.

B. Service Levels and Requirements

The Contractor must:

a. Be available to kick off the project immediately.

b. Respond to all State inquiries within 2 business days.

c. Provide monthly progress reports summarizing findings, milestones, and next steps.

d. Attend bi-weekly project meetings (virtually, via Microsoft Teams).

e. Deliver all draft and final reports in editable digital formats (e.g., Word, Excel, PowerPoint).

f. Maintain confidentiality and data security in accordance with State standards.

4.6. Key Personnel

The Contractor must appoint at least one professional individual who will be directly responsible for the day-to-day operations of this 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 two business days.

1.

Name

2.

Years of Experience in Current Classification

3.

Role(s) / Responsibilities

4.

Direct / Subcontract / Contract

5.

% of Work Time

6.

Physical Location

Tori Manix 15+ Partner-In-Charge Subcontract 10% Southfield

Allen Weiss 20+ Project Lead Subcontract 25% Southfield

Nicole Blocker

25+ K12 Industry Lead Subcontract 10% Southfield

Keith McDonald

25+ K12 Operations Subcontract 25% Southfield

Owen Laverty

3+ Analyst Subcontract 30% Southfield

Alicia Washeleski

35+ Planning & Construction

Subcontract 15% Southfield

Mark Warner 30+ Plante Moran Government Sector Lead

Direct 5% Southfield

3.7. Security

The Contractor will be subject the following security procedures:

Read, sign, and adhere to DTMB Confidentiality Disclosure

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) 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.

4. Project Management

4.1. Project Plan

Project Work Plan – within 15 business days after kick-off meeting

a. Market and Financial Analysis Report – including lease vs. build scenarios.

b. Draft Lease Strategy and Term Sheet – with annotated recommendations.

c. Final Lease Development Report – incorporating feedback from stakeholders.

d. Implementation Roadmap – outlining next steps, timelines, and responsible parties.

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. This should be in a form that can be utilized to track project hours by individual service providers per sub-projects and tasks, as appropriate.

Task / Subtask Duration Staff Members Expected Completion Date (after Effective Date)

1. Project Workplan & Management

NA ALL Project Duration (3 Months)

a) Establish Project Workplan

15 days ALL 2 weeks

b) Monthly Progress Updates, Bi-Weekly Meetings, 2-Day Responses to Inquiries*

Ongoing ALL/Project Lead

(PL)*

Project Duration

2. Market & Financial Analysis Report

45 days ALL 2.0 Months

a) Market Research & Benchmarking

30 days PL, Analyst (AN), Partner-In-Charge

(PIC)

1.5 Months

b) Pupil Enrollment & Space Needs Assessment

30 days K-12 Lead (KL), K- 12 Ops (KO), Planning & Construction (PC)

1.5 Months

c) Scenario Development & Evaluation

15 days ALL 2.0 Months

3. Draft Lease Development Report

15 Days ALL 2.0 Months

a) Leasing Strategy & Considerations

15 days PL, AN, KO, PC 2.0 Months

b) Recommended Lease Terms

15 days PL, AN, KO, PC 2.0 Months

c) Negotiation Tactics 15 days PL, AN, PIC 2.0 Months

d) Draft Term Sheet 15 days PL, AN 2.0 Months

4. Final Lease Development

30 Days ALL 3.0 Months

a) Collect Stakeholder Feedback

15 days KL, PL 2.5 Months

b) Revisions & Final Report

15 days ALL 3.0 Months

5. Implementation Roadmap

NA ALL 3.0 Months

a) Develop Next Steps, Timelines, Responsible Parties

NA ALL Project Duration

b) Handover to Program Manager

NA ALL 3.0 Months

Staff Member Key:

i. PIC: Partner-In-Charge

ii. PL: Project Lead

iii. KL: K12 Lead

iv. KO: K12 Operations

v. PC: Planning & Construction

vi. AN: Analyst

4.2 Meetings

The Contractor must attend the following meetings:

a. Kick-off Meeting (within 14 days of contract start)

b. Bi-weekly project meetings (virtually, via Microsoft Teams)

c. Other project meetings, as needed.

4.3 Reporting

The Contractor must submit to the Program Manager the following written reports:

a. Monthly invoicing including detailed information of project hours broken down by sub-projects and/or tasks

b. Project Work Plan (15 Business Days after launch)

c. Market and Financial Analysis Report

d. Draft Lease Strategy and Term Sheet

e. Final Lease Development Report

f. Implementation Roadmap

7. Invoice and Payment

7.1 Invoice Requirements

The Contractor shall provide monthly invoicing including the Schedule B - Progress billing as supporting detail.

SCHEDULE B – PRICING

Position Hourly Rate

(Not to Exceed)

Number of Hours Total Cost

Plante Moran Government Sector Lead- Contract management, workstream integration, scenario development

PMGL $ 420.00 8 $ 3,360

Partner In Charge- Strategic planning and deliverable support PIC $ 420.00 9 $ 3,780

Project Lead- Direct roject updates with Program Manager, leads lease analysis & scenario comparison

PL $ 350.00 46 $ 16,100

K12 Industry Lead- Strategic oversight of K-12 specific analysis KL $ 420.00 9 $ 3,780

K12 Operations - K12 analyst KO $ 350.00 15 $ 5,250 Planning & Construction - Leads space needs, construction costs, and ongoing maintenance cost benchmarking and analysis

PC $ 385.00 15 $ 5,775

Analyst- supports PL in lease analysis & benchmarking AN $ 240.00 73 $ 17,520

Total Bid Amount 175 $ 55,000

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

Consultant Services for Schools and Local Units of Government – Prequalified Contract

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

June 1, 2022 May 31, 2025 2 - 12 Months May 31, 2025

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

Adam Ashley

(517)855-1376

DTMB

Various TREA ashleya2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/A2% discount off invoice if paid within 21 days after receipt of invoice; Delivery Orders / SOW’s with a contract value exceeding $500,000: 3% discount off invoice if paid within 14 days after receipt of invoice; Net 45

Change Notice Number 2

Contract Number MA220000001021 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

12 Months May 31, 2026

$20,000.00 $0.00 $20,000.00

DESCRIPTION

Effective April 18, 2025, 1 option year available on this contract is hereby exercised. The revised contract expiration date is 5/31/2026.

AGENCY NAME PHONE EMAIL

TREA Jessica Thomas 517-335-1215 Thomasj45@michigan.gov

TREA Kevin Smith 313-456-4279 SmithK155@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA220000001021

STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

220000001021Contract Number

Thomasj45@michigan.gov

Jessica Thomas

Jordana Sager jean.young@plantemoran.com

Jean Young

Southfield, MI 48075

PLANTE & MORAN PLLC

CV0019403

517-336-7458

3000 Town Center Suite 100

(517) 896-1903

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

517-335-1215

DTMB

sagerj2@michigan.gov

$20,000.00

June 1, 2022 May 31, 2025

CONSULTANT SERVICES FOR SCHOOLS AND LOCAL UNITS OF GOVERNMENT – PREQUALIFIED

CONTRACT

May 31, 2025

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ N/A

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$0.00 $20,000.00

Effective 02/02/2023, the Contract Administrator has been changed to Jordana Sager:

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

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

N/A

DESCRIPTION

CONTRACT SUMMARY

TREA

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000001021 .

between

THE STATE OF MICHIGAN

and

CO

NT

RA

CT

O R

Plante & Moran, PLLC d/b/a Plante Moran

ST

A

TE

P ro gr am

M an ag er Jessica Thomas Treasury

3000 Town Center Suite 100 517-335-1215

Southfield, MI 48075 Thomasj45@michigan.gov

Jean Young

C on tra ct

A dm in is tra to r Courtney Powell DTMB

517-336-7458 517-249-0452

Jean.young@plantemoran.com Powellc11@michigan.gov

CV0019403

CONTRACT SUMMARY

DESCRIPTION: Consultant Services for Schools and Local Units of Government – Prequalified Contract

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

June 1, 2022 May 31, 2025 2 – 1 Year N/A

PAYMENT TERMS DELIVERY TIMEFRAME

2% discount off invoice if paid within 21 days after receipt of invoice; Delivery Orders / SOW’s with a contract value exceeding $500,000: 3% discount off invoice if paid within 14 days after receipt of invoice;

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 the State’s inquiry bearing solicitation number 220000000841. Orders for delivery will be issued directly by the Department through a Delivery Order (DO).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $20,000.00

Department of Technology, Management & Budget 320 S. Walnut St., Lansing, Michigan 48909 PO Box 30026, Lansing Michigan 48933

CONTRACT NO. 220000001021

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Plante & Moran, PLLC d/b/a Plante Moran (“Contractor”), a Michigan professional limited liability company. This Contract is effective on June 1, 2022 (“Effective Date”), and unless terminated, expires on May 31, 2025.

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

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

The parties agree as follows:

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

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

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all State physical and IT security policies and standards which will be made available upon request;

and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

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

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

Courtney Powell 320 S. Walnut St Lansing, MI 48933 powellc11@michigan.gov 517-249-0452

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

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

State: Contractor:

Courtney Powell 320 S. Walnut St Lansing, MI 48933 powellc11@michigan.gov 517-249-0452

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

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

State: Contractor:

Jessica Thomas 430 W Allegan St Lansing MI 48933 Thomasj45@michigan.gov 517-335-1215

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

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

6. 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.

mailto:Thomasj45@michigan.gov

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

Minimum Limits:

$1,000,000 Per Accident Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage.

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

Professional Liability (Errors and Omissions) Insurance

Minimum Limits:

$3,000,000 Each Occurrence

$3,000,000 Annual Aggregate

Required Limits Additional Requirements

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.

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).

7. Administrative Fee and Reporting. Contractor must pay an administrative fee of 0.05% with a $5,000 cap per project 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.

8. Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal.

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

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

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.

9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract.

Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors.

Prior performance does not modify Contractor’s status as an independent contractor.

Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein.

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

and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

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

12. 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.

13. 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.

14. 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.

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.

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

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

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, 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.

17. Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the State premises with transportation and handling charges paid by Contractor, unless otherwise specified in Schedule A. All containers and packaging become the State’s exclusive property upon acceptance.

18. Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to Contract Activities remains with Contractor. Contractor is responsible for filing, processing, and collecting all damage claims. The State will record and report to Contractor any evidence of visible damage. If the State rejects the Contract Activities, Contractor must remove them from the premises within 10 calendar days after notification of rejection. The risk of loss of rejected or non-conforming Contract Activities remains with Contractor. Rejected Contract Activities not removed by Contractor within 10 calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of it as its own property. Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or disposition of rejected Contract Activities.

19. Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in Schedule A. If the Contract Activities do not function as warranted during the warranty period, the State may return such non-conforming Contract Activities to the Contractor for a full refund.

20. Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities performed as specified in Schedule A. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. 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 dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities.

Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

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

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

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

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

http://www.michigan.gov/SIGMAVSS

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

24. Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately, or (b) continue to perform the Contract Activities in accordance with Section 25, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

25. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates;

(b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State;

(d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). This Contract will automatically be extended through the end of the transition period.

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

and (d) any acts or omissions of Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable).

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

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

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

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

28. Limitation of Liability and Disclaimer of Damages. IN NO EVENT WILL

THE STATE’S AGGREGATE LIABILITY TO CONTRACTOR UNDER THIS

CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN

CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE

OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER

THIS CONTRACT, EXCEED THE MAXIMUM AMOUNT OF FEES PAYABLE

UNDER THIS CONTRACT. The State is not liable for consequential, incidental, indirect, or special damages, regardless of the nature of the action.

29. Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 14 calendar days of receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively, “Proceeding”) involving Contractor, a subcontractor, or an officer or director of Contractor or subcontractor, that arises during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil Proceeding involving: (1) a claim that might reasonably be expected to adversely affect Contractor’s viability or financial stability; or (2) a governmental or public entity’s claim or written allegation of fraud; or (e) a Proceeding involving any license that Contractor is required to possess in order to perform under this Contract.

30. Reserved.

31. State Data.

a. Ownership. The State’s data (“State Data,” which will be treated by Contractor as Confidential Information) includes: (a) the State’s data collected, used, processed, stored, or generated as the result of the Contract Activities; (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the Contract Activities, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements here listed; and, (c) personal health information (“PHI”) collected, used, processed, stored, or generated as the result of the Contract Activities, which is defined under the Health Insurance Portability and Accountability Act (HIPAA) and its related rules and regulations. State Data is and will remain the sole and exclusive property of the State and all right, title, and interest in the same is reserved by the State. This Section survives the termination of this Contract.

b. Contractor Use of State Data. Contractor is provided a limited license to State Data for the sole and exclusive purpose of providing the Contract Activities, including a license to collect, process, store, generate, and display State Data only to the extent necessary in the provision of the Contract Activities. Contractor must: (a) keep and maintain State Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose State Data solely and exclusively for the purpose of providing the Contract…