230000000166.pdf

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 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

148 State Street 10th FL

Boston MA 02109

Mitchell Dobbins

(916) 565-8090 services@pcgus.com

CV0000862

PUBLIC CONSULTING GROUP LLC

C O

N

TR

A C

TO

R

517-243-3974 helma3@Michigan.gov

Adam Ashley

517-855-1376

DTMB

Adam Helm DTMB ashleya2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 2

Contract Number MA230000000166 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

$320,680.00 $0.00 $320,680.00

DESCRIPTION

Effective 9/10/24, the attached Schedule B - Pricing is hereby removed and replaced with the attached “CN 2 Revised Schedule B-Pricing”.

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

CN 2: REVISED SCHEDULE B – PRICING

Operational Consulting Services Tier-two:

MDHHS TANF Emergency Assistance and Non-Prior Law Claim Project

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

Project Name Project Cost

MDHHS TANF Emergency Assistance and Non-Prior Law Claim Project

Federal Fiscal Year 2024 $80,170

Federal Fiscal Year 2025 $80,170

Federal Fiscal Year 2026 $80,170

Federal Fiscal Year 2027 $80,170

Deadline for Submission of Invoice November 30 of each Year; 2024-2027

Project Name Total Project Cost

MDHHS TANF Emergency Assistance and Non-Prior Law Claim Project $320,680.00

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

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

148 State Street 10th FL

Boston MA 02109

Bret Mohninger

916-565-8090 services@pcgus.com

CV0000862

PUBLIC CONSULTING GROUP LLC

C O

N

TR

A C

TO

R

517-243-3974 helma3@Michigan.gov

Adam Ashley

(517) 855-1376

DTMB

Adam Helm DTMB ashleya2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 1

Contract Number MA230000000166 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

36 Months February 27, 2028

$0.00 $320,680.00 $320,680.00

DESCRIPTION

Effective July 2, 2024, the following changes are hereby incorporated into this contract:

1. The attached Schedule A - Statement of Work and $320,680.00 are hereby added to the contract for

MDHHS.

2. This Contract is exercising 3 option years, and the revised expiration date is 02/27/2028

3. The Contract Administrator has been changed to Adam Ashley ashleya2@michigan.gov

(517) 855-1376

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on 6/25/24.

Michigan.gov/MiProcurement

2024-1 1

SCHEDULE A - OPERATIONAL CONSULTING

SERVICES – TIER-TWO STATEMENT OF WORK

Operational Consulting Services Tier-two: MDHHS TANF Emergency Assistance and Non-Prior Law Claim Project

BACKGROUND

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

The Michigan Department of Health and Human Services (MDHHS), Bureau of Budget, requires consultation and claim services to assist in Temporary Assistance for Needy Families (TANF) Block Grant claim calculations for non-Title IV-E eligible out-of-home care expenses for children separated from their parents. This includes both assistance to children in emergent situations where continued presence in the home is not in the best interest of the child as approved under the department’s former Title IV-A Emergency Assistance State Plan, as well as assistance provided under the department’s current TANF State Plan.

Michigan’s TANF State Plan language reads:

Provides emergency foster family care or residential group care for children separated from their parents if such care cannot be provided under Title IV-E. The assistance is limited to the duration of the emergency condition, not to exceed 364 days, and must be authorized within a single 30-day period no less than 12 months after the beginning of the family’s last Emergency Assistance authorization period. Under section 404(a)(2) of the Act, States may use segregated Federal TANF funds only for the specific activities that had been previously authorized based on the State's approved title IV-A or IV-F plan in effect as of either 9/30/95 or 8/21/96 (per the State option). The States Emergency Assistance funds allows for non-relatives to maintain the foster care of a child with the primary objection of reunification. In tandem under the State’s temporary absence policy there must be a clear expectation that the child will return home within the foreseeable future. Remaining true today, reunification is the primary goal associated with this act and was authorized solely under prior law per 404(a)(2).

and Support for Children in Foster Care – Multiple programs which provide a variety of supports on behalf of children in family foster care and residential group care settings.

Types of support include food in extreme situations and home repairs. Assistance for children not placed with a relative is limited to the period a child may be temporarily absent from the home, as outlined in Section 5 - Group Composition. Assistance for children placed with a licensed or unlicensed relative foster family has no time limit because a child living with a relative meets TANF Purpose 1.

2024-1 2

SCOPE

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

The Contractor must analyze MDHHS’s current Emergency Assistance and Non-Prior Law TANF claiming methodology for non-Title IV-E eligible out-of-home care expenses and refine the process to maximize federal revenues. The Contractor must assist MDHHS in processing both the Emergency Assistance and Non-Prior Law TANF claims, calculate the claim, and document the revised claim calculation process and perform quality assurance checks to ensure data calculations are accurate. The Contractor must also assist in any audit responses, as needed.

1. REQUIREMENTS

A. General Requirements The Contractor is responsible for complying with all the Original Contract Requirements and for providing all Deliverables, Services and Staff to perform the work as indicated below.

1. Purpose and Expected Outcomes

The Contractor must work with MDHHS to analyze the department’s current Emergency Assistance and Non-Prior Law TANF claiming methodology, review and analyze proposed revisions to the methodology, make recommendations for continuing the claim in a manner that maximizes federal revenues, calculate the claim, properly document the methodology used to calculate the claim, and perform quality assurance on final TANF claims for fiscal years 2024-2027.

2. Requirements

The Contractor must complete the following activities related to the Emergency Assistance and Non-Prior Law TANF claim each State Fiscal Year:

a. Overview of Required Work

i. For FFY 2024 to FFY 2027, the Contractor must process both the Emergency Assistance and Non-Prior Law TANF claims.

ii. Both claims are comprised of expenditures from three fund sources: the Child Care Fund (CCF), State Ward Board and Care (SWBC) and General Fund (GF).

b. Phase 1: Claim Preparation, the Contractor must meet with MDHHS staff to facilitate project kickoff. The Contractor must:

i. Hold a formal claim kick-off meeting in August of each Contract year. This meeting must include:

a) A review of the claims and what types of expenditures to include in each claim. The Contractor must use the existing claim justification as well as the Standard Operating Procedures (SOP), as needed.

2024-1 3

b) A debrief of the previous year to identify what went well and what should change to further streamline the claim process.

c) Identification and discussion of any program, operational, funding, or data changes that would impact the claims. If changes are needed, the Contractor must discuss what specifically should be completed and how to make those changes across the various claim documents.

ii. Submit Preliminary Information/Materials Request

iii. Hold formal project check-in meetings beginning in August of the applicable Federal Fiscal Year (FFY). These will be held at a cadence agreed upon with MDHHS staff. These meetings can be held virtually using Microsoft Teams or the Contractor can travel to Michigan once per year, at MDHHS’ request.

c. Phase 2: Claim Processing. The Contractor must:

i. Process the claims after the Title IV-E claim has been finalized, which is typically the first week of November. This will be completed through Claim Estimates and Official Claim Processing:

a) Claim Estimates – the Contractor must:

1) Request the child-specific data necessary to complete the claims on October 1 of each Federal Fiscal Year (FFY) (or the first business day following October 1 if it falls on a weekend).

2) Process the claim within five business days and provide estimates to MDHHS via email. The Contractor is not required to update any claim justifications or other claim documentation with the estimates.

3) The Contractor can provide estimates in September, at MDHHS’ request and if data is made available.

b) Official Claim Processing– the Contractor must:

1) Work with MDHHS to find an agreed upon date by which the child-specific data can be submitted by MDHHS. The data must be requested no later than the first week of November, after confirming the Title IV_E claim has been finalized.

2) Process the claim by November 10 (or the business day closest to November 10 if it falls on the weekend).

3) Update all claim documentation (claim justifications and SOPs) with the final calculations for Fiscal Years 2024-2027. The Contractor must:

2024-1 4

a) Update the SOPs for the two claims as it calculates the claims.

b) At the end of the claim calculation, update the claim justifications for each claim to include the current year’s expenditure amounts by funding source.

c) Update the claims justifications if there are any changes to the programs included, funding sources used, or rules that were applied.

d. Calculate the Claims: The Contractor must:

i. Request the child-specific data from MDHHS on October 1 each fiscal year for the claim estimates and no later than the first week of November for official claim processing.

ii. Provide the Secure File Transfer Protocol (SFTP) website, username, and password so that MDHHS can securely transfer the child-specific data to Contractor.

iii. Perform Quality Assurance (QA) of the child-specific data to verify the accuracy of the file.

iv. Upload the child-specific data into the Contractor maintained claims database.

v. Apply multiple sets of rules to calculate the portion of the expenditures that were spent on eligible children.

vi. Complete the claim documentation within the Excel workbook.

a) This includes summary calculations by funding source and a copy of all records and how their eligibility was determined.

b) There is a separate Excel workbook for each of the two claims.

vii. Share all the files and the database with MDHHS and maintain resulting data used for TANF claim for audit purposes.

a) Any files that contain PII will be uploaded to the SFTP site.

b) Contractor must maintain a copy of all claim documentation in its own records, which are stored in SharePoint for the time required for MDHHS audits and contractual requirements related to document retention.

e. Process Claims: By November 10 for years 2024-2027, the Contractor must:

i. Hold a claim close out meeting with MDHHS staff. Agenda topics must include:

a) Review of calculations and the totals.

2024-1 5

b) What updates, if any, that need to be made to the SOPs.

c) Project debrief to discuss what went well and what improvements can be made for the future year.

d) Compile a list of any items anticipated to be changed in the future year or any follow up needed to be conducted for the next year.

3. Deliverables:

a. Contractor must provide the TANF claim documents, SOPs, and claim justifications to the MDHHS Program Manager by the requested due date.

b. Contractor must provide documents which contain PII via MDHHS’ unique SFTP site.

B. Transition

1. At the end of the contract, the Contractor must:

a. Continue to maintain consistent communication with the State throughout the transition period to ensure services are unknot interrupted and complete.

b. Provide training to MDHHS and the new vendor, if applicable, that will calculate the claim.

i. The training must cover the database used to calculate the claim and the claim justifications, which describe the regulations that support the claims as well as claim methodology.

ii. It must also cover the various claim documents, such as the SOPs, which show how the steps are included with the database and the claim workbooks.

iii. The training must thoroughly cover all rules and queries so that the transition to the next party is seamless.

c. Provide all requested reports and other records as requested by the Contract Administrator and/or the Agency Program Manager(s).

d. Provide all claim documentation, reports, and the Microsoft Access database to either MDHHS and the new vendor, if applicable.

2. Service Requirements

A. Timeframes All Contract Activities must be delivered by November 10, for years 2024-2027. The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

2024-1 6

3. Acceptance There are no additional Acceptance criteria for this tier-two solicitation.

4. Staffing A. Contractor Representative

Please note: All other Original Contract Requirements Apply. For this Schedule, the Contractor Representative is:

Deborah Joffe Phone: 619-270-4060 Email: djoffe@pcgus.com Years of Experience with Contractor: 18

B. State Agency Program Manager 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:

Erik Eklund 235 S. Grand Avenue Lansing, MI 48933 Eklunde@michigan.gov 517-328-8883

Deborah Joffe 148 State St 10th Floor Boston, MA 02109 Djoffepcgus.com 619-670-4060

C. Customer Service Phone Number

A Customer Service Phone Number is not required for this tier-two solicitation.

D. Work Hours

There are no additional Work Hours required for this tier-two solicitation.

E. Key Personnel The Contractor must appoint three 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.

F. Contractor Personnel

Please note: All other Original Contract Requirements Apply.

Position Name Years of Experience

1. Managing Director Deborah Joffe 18 years

2. Project Manager Megan Rymski 5 years mailto:djoffe@pcgus.com

2024-1 7

Position Name Years of Experience

3. Consultant Eric Rees 4

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.

I. Access to Tax Information

The Contractor must comply with the requirements of IRS Publication 1075 (including Exhibit 7 Safeguarding Contract Language) and Michigan Department of Treasury Safeguard Requirements of Confidential Tax Data.

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

A. Project Plan The Contractor will carry out this project under the direction and control of the Program Manager. Within 14 business days of the Effective Date, the Contractor must submit a final project plan to the Program Manager for approval. The plan must include: (a) the Contractor's organizational chart with names and title of personnel assigned to the project, which must align with the staffing stated in accepted proposals; and (b) the project breakdown showing sub-projects, tasks, timeline, and resources required.

1. Contractor must submit its project plan within 14 business days of the Effective

Date of the Contract Amendment.

2. The project plan must contain:

a. Contractor’s organizational chart with names and titles of personnel assigned to the project. Contractor must use the same staff who are listed in Section 4 of Schedule A.

b. A project breakdown that shows the sub-projects, tasks, timelines, and resources required by year.

B. Meetings Meetings will be held online through Microsoft Teams. The Contractor can conduct one in-person meeting, if requested by MDHHS.

1. The Contractor must conduct bi-weekly status meetings between August and

November of each project year. This cadence may be adjusted at MDHHS’ request.

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

2024-1 8

C. Agency Reporting The Contractor must submit to the Agency Program Manager, by email at Eklunde@michigan.gov, the following written reports:

1. Before Claim Report.

a. This report is due in August of each fiscal year for years 2024-2027. This report must include the following:

1) A focus on what happened in the previous FFY (e.g. in August 2025, the

Before Claim report will cover FFY 2024).

2) A copy of all the documents that were used in the prior year’s claim calculations.

3) Audit findings that were issued for the TANF claim in the previous year, how they were resolved, and any changes that need to be made as a result for the claim in the upcoming year.

4) Lessons learned from the project debrief at the end of the previous year and Contractor’s plan on how to address those.

5) List of the items that need to be discussed and resolved prior to the claim calculation for the current FFY. These will be included in the project debrief in the previous year or as items that were noted in other venues.

2. After Claim Report

a. This report must focus on what happened in the FFY that just closed (e.g. in

November 2024, the report will cover FFY 2024).

b. This report must include:

1) A copy of all the claim documents that were used in the current year’s claim calculations.

2) Items identified that need to be adjusted, changed, or deleted in the next

FFY.

3) Summary of the project debrief meeting.

3. Both reports must:

a. Include the SOPs, deliverables, justifications, and any workbooks or other data to support the claims as email attachments.

b. Be uploaded to MDHHS’ unique SFTP site, if PII is included. Contractor must provide the link to the site as well as the username and password to the MDHHS Program Manager.

6. Invoice and Payment Original Contract requirements apply for this Section in addition to the following:

A. 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 Eklunde@michigan.gov by the 30th day of the following month.

2024-1 9

7. Service-Level Agreements (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.

Additional Service Level Agreements for this Contract will be as follows:

SLA Metric 1. Adherence to the Statement of Work Definition and Purpose

The Contractor must complete all Contract activities to prepare the Fiscal Year 2024-2027 Emergency Assistance and Non-Prior Law TANF claim by November 10 of each Fiscal Year 2024- 2027. The Contractor must provide the TANF claim documents, SOPs, and Claim Justifications.

Methodology The MDHHS Program Manager will review performance per language in this contract and will denote any instances where the successful contractor fails to fulfill aspects of the contract.

Credit Due for Failing to Meet the Service Level Agreements

A credit of 1% of the monthly invoice value from the month when each failure occurred will be assessed for each failure to fulfill contract obligations and will continue to be assessed at a rate of 1% of each subsequent monthly invoice value in the event that the failure hasn’t been corrected for a respective month.

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

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

SLA Metric 2. Timely Reporting Definition and Purpose

The Contractor must complete the Emergency Assistance and Non-Prior Law TANF Fund Claim project by November 10 of each Fiscal Year 2024-2027. The deliverable must be accurate and free of errors. As identified in Section 5.A.

Reporting, unless prior written approval has been received from the Program Manager or designee.

Acceptable Standard 1. All deliverables will be received by the specified date.

2. All deliverables will be accurate and free of errors.

Incomplete or inaccurate reports will be returned to the Contractor.

The acceptable standard is 100% compliance.

2024-1 10

SLA Metric 1. Adherence to the Statement of Work 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.

2024-1 11

SCHEDULE B – PRICING

Operational Consulting Services Tier-two:

MDHHS TANF Emergency Assistance and Non-Prior Law Claim Project

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

Project Name Project Cost

MDHHS TANF Emergency Assistance and Non-Prior Law Claim Project $320,680.00

Staff/Role Unit Unit Rate

1. Managing Director One Hour $350.00

2. Project Manager One Hour $295.00

3. Consultant One Hour $250.00

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 230000000166 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

AC

TO

R

Public Consulting Group LLC

ST

A

TE

Pr og ra m

M an ag er

Adam Helm DTMB

148 State Street, 10th Floor 517-243-3974

Boston, MA 02109 HelmA3@michigan.gov

Laurie Thornton

C on tra ct

Ad m in is tra to r Jordana Sager DTMB

510-301-4645 517-249-0481 lthornton@pcgus.com SagerJ2@michigan.gov

CV0000862

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 230000000166

Version 2022-1 Page 3 of 40

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Public Consulting Group LLC (“Contractor”), a Delaware Limited Liability Company. 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 40

If to State: If to Contractor:

See Contract Administrator information shown below.

Laurie Thornton 6261 Hazel Ave., #1330 Orangevale, CA 95662 lthornton@pcgus.com 510-301-4645

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

Laurie Thornton 6261 Hazel Ave., #1330 Orangevale, CA 95662 lthornton@pcgus.com 510-301-4645

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 Frasca 6261 Hazel Ave., #1330 Orangevale, CA 95662 jfrasca@pcgus.com 916-716-0394

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:lthornton@pcgus.com mailto:SagerJ2@michigan.gov mailto:lthornton@pcgus.com mailto:HelmA3@michigan.gov mailto:jfrasca@pcgus.com https://www.thepayplace.com/mi/dtmb/adminfee

Version 2022-1 Page 5 of 40

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 40

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

Version 2022-1 Page 7 of 40

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.

Version 2022-1 Page 8 of 40

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.

Version 2022-1 Page 9 of 40

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

Version 2022-1 Page 10 of 40

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.