230000000158.pdf

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

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Operational Consulting Services – Prequalification Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 28, 2023 February 27, 2025 3 - 1 Year February 27, 2028

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

300 S Washington Square Suite 200

Lansing MI 48933

Joe Findlater

517-881-4973 jfindlater@dewpoint.com

CV0040099

DEWPOINT INC

C O

N

TR

A C

TO

R

Adam Ashley

(517)855-1376

DTMB

Various Various ashleya2@michigan.gov

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

Pr og ra m

M an ag er

ST

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N/ANET 45

Change Notice Number 4

Contract Number MA230000000158 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

$56,516.00 $70,000.00 $126,516.00

DESCRIPTION

Please note the Michigan Department of Health and Human Services (MDHHS) Program Manager for this contract has been updated to Dr. Marty Soehnlen.

Effective October 30, 2025, this contract is hereby increased by $70,000.00 for the MDHHS use.

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

AGENCY NAME PHONE EMAIL

DTMB Adam Helm 517-243-3974 helma3@Michigan.gov

DTMB Bethany Preston 517-241-7932 PrestonB2@michigan.gov

MDHHS Dr. Marty Soehnlen) SoehnlenM@michigan.gov

DTMB Heather Frick 517-243-6727 frickh2@michigan.gov

EGLE Lisa VanOstran VanOstranL@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA230000000158

517-881-4973

517-599-7680

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

Operational Consulting Services – Prequalification Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 28, 2023 February 27, 2025 3 - 12 Months

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

300 S. Washington Square Suite 200

Lansing MI 48933

Joe Findlater

517-881-4973 jfindlater@dewpoint.com

CV0040099

DEWPOINT INC

C O

N

TR

A C

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Adam Ashley

517-855-1376

DTMB

ashleya2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANET 45

Change Notice Number 3 to

Contract Number MA230000000158

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

36 Months February 27, 2028

$56,516.00 $0.00 $56,516.00

DESCRIPTION

Effective February 26, 2025, 3 1-year options are hereby exercised, and the new expiration date is February 27, 2028.

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

Various Various

February 27, 2025

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

Operational Consulting Services – Prequalification Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 28, 2023 February 27, 2025 3 - 12 Months February 27, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

300 S. Washington Square Suite 200

Lansing MI 48933

Joe Findlater

517-881-4973 jfindlater@dewpoint.com

CV0040099

DEWPOINT INC

C O

N

TR

A C

TO

R

Adam Ashley

517-855-1376

DTMB

Various Various ashleya2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 2

Contract Number MA230000000158 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $56,516.00 $56,516.00

DESCRIPTION

Effective December 10, 2024, the following Schedule A - Statement of Work and $56,516.00 are herby added to the Contract for MDHHS.

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

DTMB Heather Frick 517-243-6727 frickh2@michigan.gov

DTMB Bethany Preston 517-241-7932 PrestonB2@michigan.gov

MDHHS Pratin Trivedi 517-334-6560 TrivediP@michigan.gov

EGLE Kara Cook 517-898-3963 Cookk20@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA230000000158

Michigan.gov/MiProcurement

2022-1 1

SCHEDULE A - OPERATIONAL CONSULTING

SERVICES – TIER-TWO STATEMENT OF WORK

Operational Consulting Services Tier-two: Strategic Planning Consultation

BACKGROUND

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

Michigan Department of Health and Human Services, Bureau of Laboratories (BOL) serves as the state public health laboratory providing clinical, environmental, surveillance, and investigations support for numerous public health activities. The BOL has over 200 total staff members that are largely involved in two major testing Divisions:

Infectious Disease and Chemistry & Toxicology. In addition to the technical testing areas, support functions critical to testing operations are involved in all aspects of the laboratory environment; including quality assurance, data accessioning & specimen handling, laboratory information management systems, warehousing, outreach, and health and safety. The BOL provides services to a wide range of submitters which includes, but is not limited to local health departments, clinical facilities, long-term care facilities, state agencies, private physician offices, and a range of tribal, federal, or other states.

SCOPE

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

The Contractor must provide consulting services to assist with guiding the State in updating Mission and Vision Statements to include specific needs that address health equity and data modernization efforts.

1. REQUIREMENTS

A. 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:

1) Generate a strengths, weaknesses, opportunities, and threats (SWOT) analysis.

• The Contractor must virtually interview key stakeholders and provide a survey to all State staff to gather data and gain insight into the current culture, future direction, and attitudes of State staff.

2022-1 2

• The SWOT analysis will allow The Contractor and the States key stakeholders to create strategies that leverage strengths, mitigate weaknesses, capitalize on opportunities, and defend against threats.

2) Examine current vs desired strategic planning process:

i. Provide input on current goals and objectives.

ii. Support the development of long-term strategies (5+ years).

• The Contractor must incorporate an analytic approach to understand the nature of the current environment, future requirements, and direction needed to maintain forward progress and continued success for the State. This approach involves soliciting input, gathering information, and building consensus among key stakeholders.

• The Contractor must use the four phase delivery model below to develop a five-year strategic plan that prioritizes strategic recommendations to help the State reach their objectives.

3) Suggest strategies for alignment and integration (teams, culture, operations, resources, etc.) that promote staff engagement and confidence in the organization’s direction and management.

4) Guide and support leadership with implementation of the recommendations and deliverables by:

i. Assisting with prioritizing execution strategies.

ii. Supporting management and staff engagement strategies.

2022-1 3

iii. Providing suggestions to develop actions that sustain and evaluate progress.

The Contractor must facilitate an in-person full day session with the States key stakeholders to:

• Finalize and approve the strategic objectives and goals.

• Collaborate to identify key performance indicators (KPI) to provide a focus for strategic and operational improvement.

• Identify tactics and initiatives the State can undertake over the next five years to achieve their goals.

• Prioritize initiatives.

After the in-person session, The Contractor must work virtually with the State to finalize the strategic plan document that covers objectives, goals, KPIs, and initiatives.

The Contractor must provide a strategic road map that prioritizes initiatives on a timeline from the current state to the future state.

The Contractor must provide a strategic plan dashboard document that can be used to report progress towards completion of the strategic plan and initiatives.

2. Service Requirements

A. Timeframes All Contract Activities must be delivered within one calendar year from receipt of order. The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

3. Acceptance

A. Acceptance, Inspection, and Testing There are no additional Acceptance criteria for this tier-two solicitation.

4. Staffing A. Contractor Representative Name: Joe Old Phone: 810-625-6873 Email: jold@dewpoint.com Years of Experience with Contractor: 10+

B. State Agency Program Manager mailto:jold@dewpoint.com

2022-1 4

The State agency Program Manager for each party will monitor and coordinate the day-to-day activities of each individual State agency SOW (each a “State Agency Program Manager”):

State: Contractor:

Dr. Marty Soehnlen 3350 N. MLK Jr BLVD Lansing, MI 48906 SoehnlenM@Michigan.gov 517-335-8064

Noelle Rose 300 S. Washington Square, Suite 200 Lansing, MI 48933 nrose@dewpoint.com 517.861.0336

C. Customer Service Phone Number The Contractor must confirm its phone number for the State to contact the Contractor Representative. The Contractor Representative must be available for calls during the hours of 8:00 am to 5:00 pm EST.

D. Work Hours The Contractor must provide Contract Activities during the State’s normal working hours Monday – Friday, 8:00 a.m. to 5:00 p.m. EST.

E. Key Personnel The Contractor must appoint at least 1 individual who will be directly responsible for the day-to-day operations of the Contract, (“Key Personnel”). Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquiries within 48 hours.

F. Contractor Personnel Please note: All other Original Contract Requirements Apply.

Position (Contractor Personnel to be assigned) Name Years of

Experience

1. Managing Director Beth Rohde 10+

2. Project Manager Noelle Rose 10+

3. Consultant N/A

G. Organizational Chart

Please note: All other Original Contract Requirements Apply.

H. Disclosure of Subcontractors Please note: All other Original Contract Requirements Apply Contractor does not intend to use any subcontractors to complete this scope of work.

5. Project Management Original Contract requirements apply for this Section in addition to the following:

2022-1 5

A. Agency Reporting The Contractor must submit to the Agency Program Manager the following written reports within 30 days of consultation completion:

1) A final report of activities engaged in.

2) A formal SWOT analysis or suggestion documentation for any future steps based upon direct work of the contract.

6. Pricing

6.1. Price Term

Pricing is firm for the entire length of the Contract.

6.2. Price Changes

Adjustments will be based on changes in actual Contractor costs. Any request must be supported by written evidence documenting the change in costs. The State may consider sources, such as the Consumer Price Index; Producer Price Index; other pricing indices as needed; economic and industry data; manufacturer or supplier letters noting the increase in pricing; and any other data the State deems relevant.

Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If the review reveals no need for modifications, pricing will remain unchanged unless mutually agreed to by the parties. If the review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual agreement.

The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

7. Ordering

7.1. Authorizing Document

The appropriate authorizing document for the Contract will be a delivery order.

The State will issue a written delivery order which must be approved by the Contract Administrator or the Contract Administrator’s designee, to order any services under this prequalification program. All orders are subject to the terms and conditions of the prequalification program and the Contract.

8. Invoice and Payment

8.1. Invoice Requirements

All invoices submitted to the State must include: (a) date; (b) delivery order number; (c) quantity; (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

The State will make payment for Contract Activities via Electronic Funds Transfer.

8.3. Procedure

As a general policy, invoices must be submitted by email to the MDHHS Bureau of Finance and Accounting at MDHHS-CPU@michigan.gov and Agency Program Manager, by email at Soehnlenm@michigan.gov by the 30th day of the following month.

2022-1 6

9. Service-Level Agreement (SLA) Original Contract requirements apply for this Section in addition to the following:

A. The Contractor will be held accountable to meet the requirements and the service level requirements established in this SOW.

B. The State reserves the right to reconsider or amend SLA amounts.

C. Please Note: Should bidders require clarification or have any questions with regard to the SLAs, they should submit them during the Question and Answer Period of this solicitation; please see the Proposal Instructions for the timeline.

Service Level Agreements for this Contract will be as follows:

SLA Metric 2. Reporting Definition and Purpose

The Contractor must provide a completed and active project report.

The report must be submitted by 30 days post end of consultation completion. As identified in Section 5.A. Reporting, unless prior written approval has been received from the Program Manager or designee.

Acceptable Standard

1. All reports will be received by the specified date.

2. All reports will be accurate and free of errors. Incomplete or inaccurate reports will be returned to the Contractor.

The acceptable standard is 100% compliance.

Credit Due for Failing to Meet the Service Level Agreements

1. $100.00 may be assessed for each inaccurate or late report submitted according to Section 5.A. Reporting.

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

At the discretion of the State, these credits may be applied toward any payable due to the Contractor or be payable directly to the State.

2022-1 7

SCHEDULE B – PRICING

Operational Consulting Services Tier-two: Strategic Planning Consultation

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

Bidders must not exceed the hourly rates identified in their Original Contract Schedule B – Pricing to provide a lump sum fixed price not-to-exceed amount for the tier-two SOW project.

Project Name Project Cost

Strategic Planning Consultation $56,516.00

Staff/Role Anticipated Hours

Original Schedule B - Contract

Total

1. Managing Director 200 Not-to-exceed

$260.00/hour $48,316.00

2. Project Manager 53 Not-to-exceed

$155.00/hour $8,200.00

3. Consultant N/A

Titles must match those identified in the Original Contract Schedule B - Pricing.

Add additional rows as required.

TOTAL $56,516.00

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

Operational Consulting Services – Prequalification Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

February 28, 2023 February 27, 2025 3 - 12 Months February 27, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

300 S. Washington Square Suite 200

Lansing MI 48933

Joe Findlater

517-881-4973 jfindlater@dewpoint.com

CV0040099

DEWPOINT INC

C O

N

TR

A C

TO

R

Adam Ashley

(517)-855-1376

DTMB

Various Various ashleya2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 1

Contract Number MA230000000158 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $0.00 $0.00

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.

DTMB Heather Frick 517-243-6727 frickh2@michigan.gov

DTMB Bethany Preston 517-241-7932 PrestonB2@michigan.gov

MDHHS Pratin Trivedi 517-334-6560 TrivediP@michigan.gov

EGLE Kara Cook 517-898-3963 Cookk20@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 1 TO CONTRACT NO. MA230000000158

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 230000000158 .

between

THE STATE OF MICHIGAN

and

C O

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A C

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Dewpoint, Inc.

ST

A

TE

Pr og ra m

M an ag er

Adam Helm DTMB

300 S. Washington Square, Suite 200 517-243-3974

Lansing, MI 48933 HelmA3@michigan.gov

Joe Findlater

C on tra ct

Ad m in is tra to r Jordana Sager DTMB

517-881-4973 517-249-0481 jfindlater@dewpoint.com SagerJ2@michigan.gov

CV0040099

CONTRACT SUMMARY

DESCRIPTION: Operational Consulting Services – Prequalification Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

February 28, 2023 February 27, 2025 Three, one-year February 27, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER: The Contract is awarded based on the State’s inquiry bearing Request for Proposal number 220000002701. Orders for delivery will be issued directly by the Department through a Delivery Order (DO).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $0.00

STATE OF MICHIGAN PROCUREMENT

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

MA 230000000158

Version 2022-1 Page 2 of 39

CONTRACT NO. 230000000158

FOR THE CONTRACTOR:

Dewpoint, Inc.

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Katie McFarland, Category Specialist

Name & Title

DTMB – Central Procurement Services

Agency

Date

Version 2022-1 Page 3 of 39

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Dewpoint, Inc. (“Contractor”), a Michigan Corporation. This Contract is effective on February 28, 2023 (“Effective Date”), and unless terminated, expires on February 27, 2025.

This Contract may be renewed for up to three 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:

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 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) 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; (i) comply with all State physical and IT security policies and standards which will be made available upon request; and (j) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

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

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

Version 2022-1 Page 4 of 39

If to State: If to Contractor:

See Contract Administrator information shown below.

Joe Findlater, Senior Vice President 300 S. Washington Square, Suite 200 Lansing, MI 48933 jfindlater@dewpoint.com 517-881-4973

Contract Administrator. The Contract Administrator, or the individual duly authorized 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:

Jordana Sager 320 S. Walnut St.

Lansing, MI, 48933 SagerJ2@michigan.gov 517-249-0481

Joe Findlater, Senior Vice President 300 S. Washington Square, Suite 200 Lansing, MI 48933 jfindlater@dewpoint.com 517-881-4973

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:

Adam Helm 320 S Walnut St.

Lansing, MI 48933 HelmA3@michigan.gov 517-243-3974

Joe Old, Account Executive 300 S. Washington Square, Suite 200 Lansing, MI 48933 jold@dewpoint.com Phone: 810.625.6873

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

Insurance Requirements.

See Schedule C.

Administrative Fee and Reporting. Contractor must pay an administrative fee of 1% 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.

mailto:jfindlater@dewpoint.com mailto:SagerJ2@michigan.gov mailto:jfindlater@dewpoint.com mailto:HelmA3@michigan.gov mailto:jold@dewpoint.com https://www.thepayplace.com/mi/dtmb/adminfee

Version 2022-1 Page 5 of 39

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

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

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

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

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

Relationship of the Parties. The relationship between the parties is that of independent contractors. 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. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

Intellectual Property Rights. If Schedule A, Statement of Work, requires Contractor to create any intellectual property, 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.

Contract Activities including Software. If Contractor is providing Contract Activities that require the use of Contractor Software, the following terms apply:

a. License Grant by Contractor: Contractor hereby grants to the State, exercisable by and through its Authorized Users, a nonexclusive, royalty-free, irrevocable right and license during the Term and such additional periods, if any, as Contractor is required to provide Contract Activities under this Contract or any Statement of Work, to: (a) access and use the Software, including in operation with other software, hardware, systems, networks and services, for the State’s business purposes, including for processing State Data; (b) generate, print, copy, upload, download, store and otherwise process all GUI, audio, visual, digital and other output, displays and other content as may result from any access to or use of the Software; (c) prepare, reproduce, print, download and use a reasonable number of copies of the Documentation for any use of the http://www.michigan.gov/mideal

Version 2022-1 Page 6 of 39

Software under this Contract; and (d) access and use the Software for all such non-production uses and applications as may be necessary or useful for the effective use of the Contract Activities hereunder, including for purposes of analysis, development, configuration, integration, testing, training, maintenance, support and repair, which access and use will be without charge and not included for any purpose in any calculation of the State’s or its Authorized Users’ use of the Software, including for purposes of assessing any Fees or other consideration payable to Contractor or determining any excess use of the Software as described below.

b. License Restrictions on the State. The State will not: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Software available to any third party, except as expressly permitted by this Contract or in any Statement of Work; or (b) use or authorize the use of the Software or Documentation in any manner or for any purpose that is unlawful under applicable law.

c. Use by the State. The State will pay Contractor the corresponding Fees set forth in a Statement of Work or Pricing Schedule for all Authorized Users access and use of the Software. Such Fees will be Contractor’s sole and exclusive remedy for use of the Software, including any excess use.

d. Certification by the State to the Contractor, if applicable. To the extent that a License granted to the State is not unlimited, Contractor may request written certification from the State regarding use of the Software for the sole purpose of verifying compliance with the Contract. Such written certification may occur no more than once in any 24 month period during the Term of the Contract. The State will to respond to any such request within 45 calendar days of receipt. If the State’s use is greater than contracted, Contractor may invoice the State for any unlicensed use (and related support) pursuant to the terms of this Contract at the rates set forth in Schedule B, and the unpaid license and support fees shall be payable in accordance with the terms of the Contract. Payment under this provision shall be Contractor’s sole and exclusive remedy to cure these issues.

e. Definitions.

(1) “Software” means Contractor’s software as set forth in a Statement of Work, provided to the State that is necessary for use of the Contract Activities.

(2) “Documentation” means all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the Software or Contract Activities.

(3) “Authorized Users” means all persons authorized by the State to access and use the Software or Contract Activities under this Contract.

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

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State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor.

Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

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

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

1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, or as may be specified in Schedule A, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

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

Change of Control. Contractor will notify the State, within 30 days of any public announcement or otherwise once legally permitted to do so, 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.

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

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

(iii) terminate this Contract in accordance with Section 25, 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.

To the extent that Contract Activities includes the provision of a Services through the use of an online portal, as set forth the Schedule A, Statement of Work, Contractor must comply with the Service Level Agreement set forth in Schedule D of this Contract.

Reserved.

Reserved.

Reserved.

Invoices and 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 provided 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. Notwithstanding the foregoing, all fees 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.

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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.

Excluding federal government charges and terms, Contractor warrants and agrees that each of the fees, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent fees, economic or product term or warranty being offered to any commercial or government customer (including any public educational institution within the State of Michigan) of Contractor. If Contractor enters into any arrangements with another customer of Contractor to provide the products or services, available under this Contract, under more favorable prices, as the prices may be indicated on Contractor’s current U.S.

and International price list or comparable document, then this Contract will be deemed amended as of the date of such other arrangements to incorporate those more favorable prices, and Contractor will immediately notify the State of such fee and formally memorialize the new pricing in a change notice.

Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Schedule A. The parties understand and agree that any liquidated damages (which includes but is not limited to applicable credits) set forth in this Contract are reasonable estimates of the State’s damages in accordance with applicable law. The parties acknowledge and agree that Contractor could incur liquidated damages for more than 1 event. The assessment of liquidated damages will not constitute a waiver or release of any other remedy the State may have under this Contract for Contractor’s breach of this Contract, including without limitation, the State’s right to terminate this Contract for cause under Section 25 and the State will be entitled in its discretion to recover actual damages caused by Contractor’s failure to perform its obligations under this Contract. However, the State will reduce such actual damages by the amounts of liquidated damages received for the same events causing the actual damages. Amounts due the State as liquidated damages may be set off against any fees payable to Contractor under this Contract, or the State may bill Contractor as a separate item and Contractor will promptly make payments on such bills.

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 http://www.michigan.gov/SIGMAVSS

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90 calendar days, or any longer period agreed to by Contractor, the State will either:

(a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or delivery order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for 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 26, Termination for Convenience.

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.

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 27, 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.

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 180 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

Version 2022-1 Page 11 of 39 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.

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, at its own cost and expense, if the State deems necessary.

Contractor will not, without the State’s prior 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.

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.

The State is constitutionally prohibited from indemnifying Contractor or any third parties.

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)

Version 2022-1 Page 12 of 39 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.

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.

Disclosure of Litigation, or Other Proceeding.