220000001026.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 6 to

Contract Number MA220000001026

C O

N

TR

AC

TO

R

The Young Conway Group LLC

7310 Woodward Avenue, Suite 740B

Detroit MI 48202

Carla Badyna

(313) 873-7500 x238 cbadyna@alancyoung.com

VS0227384

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

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

$202,400.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$202,400.00

DESCRIPTION

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

Effective 7/7/2026, 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 All prior references to ADA, Accessibility, and/or WCAG 2.0 are replaced and superseded with the following language.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 8/1/2026, throughout the Term, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract, must comply with WCAG 2.1 Level AA.

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

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

7310 Woodward Avenue, Suite 740B

Detroit MI 48202

Molly Conway

734-369-0816 mconway@theyoungconwaygroup.com

VS0227384

The Young Conway Group LLC

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/ANet 45

Change Notice Number 4

Contract Number MA220000001026 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

$202,400.00 $0.00 $202,400.00

DESCRIPTION

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

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

AGENCY NAME PHONE EMAIL

TREA 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. 4 TO CONTRACT NO. MA220000001026

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

7310 Woodward Avenue, Suite 740B

Detroit MI 48202

Molly Conway

734-369-0816 mconway@theyoungconwaygroup.com

The Young Conway Group LLC

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/ANet 45

Change Notice Number 3

Contract Number MA220000001026 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

$202,400.00 $0.00 $202,400.00

DESCRIPTION

Effective September 6th, 2024, the State Contract Administrator has been updated to Adam Ashley.

Email: ashleya2@michigan.gov

Phone: (517)-855-1376

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

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. 3 TO CONTRACT NO. MA220000001026

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 - Revised to

Contract Number 220000001026

Thomasj45@michigan.gov

Jessica Thomas

Jordana Sager mconway@theyoungconwaygroup.com

Molly Conway

Detroit, MI 48202

The Young Conway Group LLC

VS0227384

734-369-0816

7310 Woodward Avenue, Suite 740B

(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

$182,400.00 $202,400.00

Effective June 29, 2023, the attached Schedule A - Statement of Work, Schedule B - Pricing, and associated $182,400.00 are hereby added to the Contract for use by 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

N/A

DESCRIPTION

CONTRACT SUMMARY

TREA

Michigan.gov/MiProcurement

Version 2021-2 Page 1 of 9

SCHEDULE A - STATEMENT OF WORK

CONTRACT ACTIVITIES

CN 2 - 220000001026

For School District and Local Government Consulting Services -

Financial Services for Flint Community Schools

BACKGROUND

The Department of Treasury’s Bureau of Local Governments and School Services (the State) is seeking to provide accounting services to help in the transition of a new Chief Financial Officer (CFO) for Flint Community Schools (the District). The District CFO, Executive Director of Finance, has resigned from the District effective April 6, 2023. The finance office of the District is comprised of the following staff:

• Accounts Payable Specialist

• Grant Accountant

• Payroll Specialist

• Controller (vacant)

• CFO Executive Director of Finance (vacant as of April 6, 2023)

The District requires assistance in accounting and financial tasks performed by the CFO and the Controller of the District for a minimum of 60 calendar days.

SCOPE

The Contractor will supervise the activities of the District finance staff, prepare the 2023- 2024 Budget, supervise account reconciliation and preparation of the audit schedules, coordinate the year end audit, file all local, State and federally required reports. Direct District fiscal functions in accordance with generally accepted accounting principles and district policy.

1. Requirements

1.1. General Requirements

The Contractor must:

A. Direct the District fiscal activities in accordance with generally accepted accounting principles and District policies. This includes but is not limited to budget monitoring and preparation, account reconciliation, local, State, and federal reporting, grant monitoring and District finance staff supervision.

B. Prepare and monitor all district budgets, board resolutions in a collaborative approach with departmental leadership, including the 2023-2024 budget.

C. General administration of all accounting functions for all district funds including internal controls.

Version 2021-2 Page 2 of 9

D. Implement and maintain effective internal controls safeguarding District assets and resources.

E. Prepare District year-end financial statements, and year-end audit schedules and coordinate the annual financial audit report.

F. Prepare and oversee the preparation of all monthly financial reports and ensure they meet all local, State, and federal requirements including timely submission.

G. Monitor District cash flow, including investments.

H. Work with District staff to ensure timely monthly reconciliation of all bank accounts.

I. Prepare documents and information related to school millage elections, bonding, and other financial issues. (L-4029, SBLF)

J. Ensure timely payment of all debt payments.

K. Coordinate transportation, operations, and food service departmental budgets and State reports with supervisors.

L. Supervise District staff in reconciling general ledger accounts and preparation of journal entries as required.

M. Supervise District staff in reconciling receipts and expenditures of all grant funds, and request funds from all granting agencies as required.

N. Supervise the functions of the District staff finance personnel to ensure timely completion of tasks and coordination with other District personnel.

O. Report to District personnel as assigned by the State Program Manager.

1.2. Conflict of Interest

Contractor must identify any potential conflicts of interest in performing the services described in this SOW. Contractor agrees that should a conflict of interest arise during the performance of these SOW 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.

Version 2021-2 Page 3 of 9

2. Service Requirements

2.1. Timeframes

It is intended that the Contractor will assist the District with CFO responsibilities until the District hires a new CFO. Estimating an exact timeframe for the services outlined in this SOW is difficult, however the Contractor should anticipate a minimum of 60 calendar days. It is possible services will be needed beyond 60 days.

3. Acceptance

3.1. Acceptance

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

Review and approval of weekly progress reporting (see Section 5.3 Reporting) by the State Program Manager.

Contractor attendance at the weekly touchpoint meetings (see Section 5.2 Meetings).

4. Staffing

4.1. Contractor Representative

The Contractor appoints:

Molly Conway, Esq.

Chief Administrative Officer 7310 Woodward Avenue, Suite 740B Detroit, MI 48202 mconway@theyoungconwaygroup.com

(734) 369-0816 as the Contractor Representative 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 5 calendar days before removing or assigning a new Contractor Representative.

4.2. Program Manager

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

State: Contractor:

Nancy Hoover 430 W Allegan St Lansing, MI HooverN2@michigan.gov 517-335-1215

Brian C. Jones 16400 North Park Drive #302 Southfield, Michigan 48075 BJones@theyoungconwaygroup.com Nairb11@att.net 313.737.1874

The Program Manager may assign certain duties to a designee within the State or the District.

mailto:mconway@theyoungconwaygroup.com mailto:BJones@theyoungconwaygroup.com mailto:Nairb11@att.net

Version 2021-2 Page 4 of 9

4.3. Work Hours

See Master Contract Schedule A - Section 3.2.

4.4. 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 on the contractual requirements, and respond to State inquiries within 24 hours. See applicable master contract Schedule A - SOW section for more details on Key Personnel.

Contractor’s Key Personnel must be on-site at the District’s financial offices during the District’s normal operating hours.

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

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

5. 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.

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

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

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

<Add more rows below as needed> 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 C. Jones 30 Years All CFO functions required.

Direct 100% Flint Schools District Office

Luska German 20 Years Controller functions, if needed.

Direct Up to 100% if needed

Flint Schools District Office

Version 2021-2 Page 5 of 9

4.5. Disclosure of Subcontractors

No Subcontractors have been identified for the services outlined in Schedule A.

If the need for Subcontractors is identified during the course of business activities, Refer to Master Contract Schedule A – Section 3.6 for required details and documentation.

4.6. Security

The Contractor must explain any additional security measures in place to ensure the security of State of Michigan facilities and District. 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 5 (five) calendar days of the Effective Date, the Contractor must submit a final project plan to the Program Manager for approval. The plan must includer: (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 District participants at a location to be selected by the District.

A weekly touchpoint to discuss status of the District financial operations. 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:

Weekly updates on the status of the District’s financial operations. Reports will be due Monday (or next business day if falling on a State holiday) for the previous week.

The report must include, but is not limited to, major functions of the finance office:

accounts payable, payroll, cash receipts, debt, fixed assets, cash flow and grants.

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 6.1 for details.

Version 2021-2 Page 6 of 9

Note: The initial Delivery Order (DO) may only be funded for costs for the first 60 days.

DO amounts can be increased if additional time is required.

8. Invoice and Payment

8.1. Invoice Requirements

See master contract Schedule A - Invoices shall be submitted no later than 15 calendar days from the last day of the month. All invoices submitted to the State must include: (a) date; (b) purchase order; (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 7.2 for details.

9. Liquidated Damages

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

Version 2021-2 Page 1 of 3

SCHEDULE B PRICING

The Young Conway Group

MA 220000001026

For School District and Local Government Consulting Services -

Financial Services for Flint Community Schools

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

2. NOTES:

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

b. Provide the hourly rate (not-to-exceed) for each staff level and all applicable personnel assigned to the Contract for the proposed services. For example, please indicate positions at Senior Manager, Director, Manager, etc. Senior levels, entry level staff, as well as Specialty Services (e.g., Cyber engineer, Subject Matter Expert, etc.).

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

Key Personnel:

Staff Role Staff Member SOM Discounted Rate for initial 60 days1

Managing Director Brian Jones $395

Time After 60 Days SOM Discounted Rate for Brian Jones

Month 1 $350

1 Hourly rates will not exceed the “SOM Discounted Rate.”

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Additional rates contingent upon staff necessity for completion of requirements outlined in Schedule A. Total billable hours for support staff not to exceed 5 hours per work week*:

Staff Role Staff Member SOM Discounted Rate2

CEO/Senior Managing Director Alan C. Young $695 President Van E. Conway $695 Chief Operations Officer/Senior Managing Director Rajeev Shah $495

Senior Managing Director David W. Jones $495 Senior Managing Director Greg E. Roberts $495 CAO & General Counsel Molly K. Conway $395 Managing Director Patrick W. Kelleher $395 Managing Director Luska German $395 Managing Director James Wilde $395 Director Surender Gupta $290 Director Yonko Tsenkov $290 Director Aaron C. Young $290 Senior Associate Swapna R. Diwekar $190 Senior Associate Loraie Grayson $190 Senior Associate Rakhi Kapoor $190 Senior Associate Ervin S. Piontek $190 Associate Aaron Agaronova $110 Associate Kayla R. Alexander $110 Associate William Copland $110 Associate Mary Fitch $110 Associate Inysia Kader $110 Associate Sahar N. Khan $110 Associate Jin Ma $110 Associate Swati Ogale $110 Associate Diamond Reynolds $110 Associate Saloni N. Sawkar $110 Associate Greg Scotland $110 Associate Ji Tongle $110 Associate Rob Treba $110 Paraprofessional $115

*Hourly limitations do not apply to Key Personnel in addition to Brian Jones listed in Schedule A Section 4.4.

2 Hourly rates will not exceed the “SOM Discounted Rate.”

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Total Costs:

Total Cost Estimate for 60 Days $126,400.00

Costs per Month after 60 Days:

Month 1 $56,000.003

The above is an estimate based on an assumption of 40 billable hours per week. Should additional hours be needed to fulfill the contract specified statement of work, the actual cost may be more. The above 60-day estimate also assumes that the initially contemplated 60-day duration is equivalent to 8 weeks (for purposes of calculating total billable hours and initial 60-day cost).

Fixed budget for costs related to services outlined in Schedule A: $182,400.00 Billable hours must not exceed fixed budget in costs.

3 Additional discount given to SOM via reduction in hourly rate of Brian Jones ($350.00).

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 220000001026

Thomasj45@michigan.gov

Jessica Thomas

Jordana Sager mconway@theyoungconwaygroup.com

Molly Conway

Detroit, MI 48202

The Young Conway Group LLC

VS0227384

734-369-0816

7310 Woodward Avenue, Suite 740B

(517) 896-1903

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

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

$182,400.00 $202,400.00

Effective May 16, 2023, the attached Schedule A - Statement of Work and associated $182,400.00 are hereby added to the Contract for use by 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

N/A

DESCRIPTION

Version 2021-2 Page 1 of 9

SCHEDULE A - STATEMENT OF WORK

CONTRACT ACTIVITIES

CN 2 - 220000001026

For School District and Local Government Consulting Services -

Financial Services for Flint Community Schools

BACKGROUND

The Department of Treasury’s Bureau of Local Governments and School Services (the State) is seeking to provide accounting services to help in the transition of a new Chief Financial Officer (CFO) for Flint Community Schools (the District). The District CFO, Executive Director of Finance, has resigned from the District effective April 6, 2023. The finance office of the District is comprised of the following staff:

• Accounts Payable Specialist

• Grant Accountant

• Payroll Specialist

• Controller (vacant)

• CFO Executive Director of Finance (vacant as of April 6, 2023)

The District requires assistance in accounting and financial tasks performed by the CFO and the Controller of the District for a minimum of 60 calendar days.

SCOPE

The Contractor will supervise the activities of the District finance staff, prepare the 2023- 2024 Budget, supervise account reconciliation and preparation of the audit schedules, coordinate the year end audit, file all local, State and federally required reports. Direct District fiscal functions in accordance with generally accepted accounting principles and district policy.

1. Requirements

1.1. General Requirements

The Contractor must:

A. Direct the District fiscal activities in accordance with generally accepted accounting principles and District policies. This includes but is not limited to budget monitoring and preparation, account reconciliation, local, State, and federal reporting, grant monitoring and District finance staff supervision.

B. Prepare and monitor all district budgets, board resolutions in a collaborative approach with departmental leadership, including the 2023-2024 budget.

C. General administration of all accounting functions for all district funds including internal controls.

Version 2021-2 Page 2 of 9

D. Implement and maintain effective internal controls safeguarding District assets and resources.

E. Prepare District year-end financial statements, and year-end audit schedules and coordinate the annual financial audit report.

F. Prepare and oversee the preparation of all monthly financial reports and ensure they meet all local, State, and federal requirements including timely submission.

G. Monitor District cash flow, including investments.

H. Work with District staff to ensure timely monthly reconciliation of all bank accounts.

I. Prepare documents and information related to school millage elections, bonding, and other financial issues. (L-4029, SBLF)

J. Ensure timely payment of all debt payments.

K. Coordinate transportation, operations, and food service departmental budgets and State reports with supervisors.

L. Supervise District staff in reconciling general ledger accounts and preparation of journal entries as required.

M. Supervise District staff in reconciling receipts and expenditures of all grant funds, and request funds from all granting agencies as required.

N. Supervise the functions of the District staff finance personnel to ensure timely completion of tasks and coordination with other District personnel.

O. Report to District personnel as assigned by the State Program Manager.

1.2. Conflict of Interest

Contractor must identify any potential conflicts of interest in performing the services described in this SOW. Contractor agrees that should a conflict of interest arise during the performance of these SOW 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.

Version 2021-2 Page 3 of 9

2. Service Requirements

2.1. Timeframes

It is intended that the Contractor will assist the District with CFO responsibilities until the District hires a new CFO. Estimating an exact timeframe for the services outlined in this SOW is difficult, however the Contractor should anticipate a minimum of 60 calendar days. It is possible services will be needed beyond 60 days.

3. Acceptance

3.1. Acceptance

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

Review and approval of weekly progress reporting (see Section 5.3 Reporting) by the State Program Manager.

Contractor attendance at the weekly touchpoint meetings (see Section 5.2 Meetings).

4. Staffing

4.1. Contractor Representative

The Contractor appoints:

Molly Conway, Esq.

Chief Administrative Officer 7310 Woodward Avenue, Suite 740B Detroit, MI 48202 mconway@theyoungconwaygroup.com

(734) 369-0816 as the Contractor Representative 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 5 calendar days before removing or assigning a new Contractor Representative.

4.2. Program Manager

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

State: Contractor:

Nancy Hoover 430 W Allegan St Lansing, MI HooverN2@michigan.gov 517-335-1215

Brian C. Jones 16400 North Park Drive #302 Southfield, Michigan 48075 BJones@theyoungconwaygroup.com Nairb11@att.net 313.737.1874

The Program Manager may assign certain duties to a designee within the State or the District.

mailto:mconway@theyoungconwaygroup.com mailto:BJones@theyoungconwaygroup.com mailto:Nairb11@att.net

Version 2021-2 Page 4 of 9

4.3. Work Hours

See Master Contract Schedule A - Section 3.2.

4.4. 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 on the contractual requirements, and respond to State inquiries within 24 hours. See applicable master contract Schedule A - SOW section for more details on Key Personnel.

Contractor’s Key Personnel must be on-site at the District’s financial offices during the District’s normal operating hours.

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

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

5. 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.

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

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

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

<Add more rows below as needed> 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 C. Jones 30 Years All CFO functions required.

Direct 100% Flint Schools District Office

Luska German 20 Years Controller functions, if needed.

Direct Up to 100% if needed

Flint Schools District Office

Version 2021-2 Page 5 of 9

4.5. Disclosure of Subcontractors

No Subcontractors have been identified for the services outlined in Schedule A.

If the need for Subcontractors is identified during the course of business activities, Refer to Master Contract Schedule A – Section 3.6 for required details and documentation.

4.6. Security

The Contractor must explain any additional security measures in place to ensure the security of State of Michigan facilities and District. 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 5 (five) calendar days of the Effective Date, the Contractor must submit a final project plan to the Program Manager for approval. The plan must includer: (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 District participants at a location to be selected by the District.

A weekly touchpoint to discuss status of the District financial operations. 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:

Weekly updates on the status of the District’s financial operations. Reports will be due Monday (or next business day if falling on a State holiday) for the previous week.

The report must include, but is not limited to, major functions of the finance office:

accounts payable, payroll, cash receipts, debt, fixed assets, cash flow and grants.

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 6.1 for details.

Version 2021-2 Page 6 of 9

Note: The initial Delivery Order (DO) may only be funded for costs for the first 60 days.

DO amounts can be increased if additional time is required.

8. Invoice and Payment

8.1. Invoice Requirements

See master contract Schedule A - Invoices shall be submitted no later than 15 calendar days from the last day of the month. All invoices submitted to the State must include: (a) date; (b) purchase order; (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 7.2 for details.

9. Liquidated Damages

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

Version 2021-2 Page 7 of 9

SCHEDULE B PRICING

CN 2 - 220000001026

For School District and Local Government Consulting Services - Financial Services for Flint Community Schools

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

2. NOTES:

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

b. Provide the hourly rate (not-to-exceed) for each staff level and all applicable personnel assigned to the Contract for the proposed services. For example, please indicate positions at Senior Manager, Director, Manager, etc. Senior levels, entry level staff, as well as Specialty Services (e.g., Cyber engineer, Subject Matter Expert, etc.).

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

Key Personnel:

Staff Role Staff Member SOM Discounted Rate for initial 60 days1

Managing Director Brian Jones $395

Time After 60 Days SOM Discounted Rate for Brian Jones

Month 1 $350 Month 2 $345 Month 3 $340

1 Hourly rates will not exceed the “SOM Discounted Rate.”

Version 2021-2 Page 8 of 9

Additional rates contingent upon staff necessity for completion of requirements outlined in Schedule A:

Staff Role Staff Member SOM Discounted Rate2

CEO/Senior Managing Director Alan C. Young $695 President Van E. Conway $695 Chief Operations Officer/Senior Managing Director Rajeev Shah $495

Senior Managing Director David W. Jones $495 Senior Managing Director Greg E. Roberts $495 CAO & General Counsel Molly K. Conway $395 Managing Director Patrick W. Kelleher $395 Managing Director Luska German $395 Managing Director James Wilde $395 Director Surender Gupta $290 Director Yonko Tsenkov $290 Director Aaron C. Young $290 Senior Associate Swapna R. Diwekar $190 Senior Associate Loraie Grayson $190 Senior Associate Rakhi Kapoor $190 Senior Associate Ervin S. Piontek $190 Associate Aaron Agaronova $110 Associate Kayla R. Alexander $110 Associate William Copland $110 Associate Mary Fitch $110 Associate Inysia Kader $110 Associate Sahar N. Khan $110 Associate Jin Ma $110 Associate Swati Ogale $110 Associate Diamond Reynolds $110 Associate Saloni N. Sawkar $110 Associate Greg Scotland $110 Associate Ji Tongle $110 Associate Rob Treba $110

2 Hourly rates will not exceed the “SOM Discounted Rate.”

Version 2021-2 Page 9 of 9

Total Costs:

Total Cost Estimate for 60 Days $126,400.00

Costs per Month after 60 Days:

Month 1 $56,000.003

Month 2* $55,200.004

Month 3* $54,400.005

The above is an estimate based on an assumption of 40 billable hours per week. Should additional hours be needed to fulfill the contract specified statement of work, the actual cost may be more. The above 60-day estimate also assumes that the initially contemplated 60-day duration is equivalent to 8 weeks (for purposes of calculating total billable hours and initial 60-day cost).

*Dollar amount not added to Master Agreement upon initial award. If business needs determine additional time is required, funds must be added by a contract Change Notice.

3 Additional discount given to SOM via reduction in hourly rate of Brian Jones ($350.00).

4 Additional discount given to SOM via reduction in hourly rate of Brian Jones ($345.00).

5 Additional discount given to SOM via reduction in hourly rate of Brian Jones ($340.00).

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

220000001026Contract Number

Thomasj45@michigan.gov

Jessica Thomas

Jordana Sager mconway@theyoungconwaygroup.com

Molly Conway

Detroit, MI 48202

The Young Conway Group LLC

VS0227384

734-369-0816

7310 Woodward Avenue, Suite 740B

(517) 896-1903

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

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

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000001026 .

between

THE STATE OF MICHIGAN

and

CO

NT

RA

CT

O R

The Young Conway Group LLC

ST

A

TE

P ro gr am an ag er Jessica Thomas Treasury

7310 Woodward Avenue, Suite 740B 517-335-1215

Detroit, MI 48202 Thomasj45@michigan.gov

Molly Conway

C on tra ct

A dm in is tra to r Courtney Powell DTMB

734-369-0816 517-249-0452 mconway@theyoungconwaygroup.com Powellc11@michigan.gov

VS0227384

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

10Net7 and 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

STATE OF MICHIGAN PROCUREMENT

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

CONTRACT NO. 220000001026

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 The Young Conway Group LLC (“Contractor”), a Michigan limited liability corporation. 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

Molly Conway, Esq.

Chief Administrative Officer 7310 Woodward Avenue, Suite 740B Detroit, MI 48202 mconway@theyoungconwaygroup.com

(734) 369-0816

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

Molly Conway, Esq.

Chief Administrative Officer 7310 Woodward Avenue, Suite 740B Detroit, MI 48202 mconway@theyoungconwaygroup.com

(734) 369-0816

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

Molly Conway, Esq.

Chief Administrative Officer 7310 Woodward Avenue, Suite 740B Detroit, MI 48202 mconway@theyoungconwaygroup.com

(734) 369-0816

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…