Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 004 .

to Contract Number 240000000468 .

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Guidehouse, Inc.

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Julie Staveland EGLE

1001 Woodward Avenue, Suite 500 517-420-8544

Detroit MI 48226 stavelandj@michigan.gov

Jeffrey S. Bankowski

C on tr ac t Ad m in is t Lisa VanOstran EGLE

734-644-0595 517-599-7680 jbankowski@guidehouse.com vanostranl@michigan.gov

CV0017579

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing MI 48915

CONTRACT SUMMARY

DESCRIPTION: Michigan Home Energy Efficiency Rebate Planning – Section 50121

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

3/12/2024 3/11/2026 One one-year option 3/11/2026

PAYMENT TERMS DELIVERY TIMEFRAME

3%/10 days N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☐ One year ☐ 3/11/2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$2,140,211.00 $248,145.00 $2,388,356.00 DESCRIPTION: Effective March 31, 2026, EGLE is increasing this contract by $248,145. All other terms, conditions, specifications and pricing remain the same.

mailto:vanostranl@michigan.gov mailto:stavelandj@michigan.gov mailto:jbankowski@guidehouse.com

Change Notice Number 003 .

to Contract Number 240000000468 .

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Guidehouse, Inc.

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M an ag er

Julie Staveland EGLE

1001 Woodward Avenue, Suite 500 517-420-8544

Detroit MI 48226 stavelandj@michigan.gov

Jeffrey S. Bankowski

C on tr ac t Ad m in is t Lisa VanOstran EGLE

734-644-0595 517-599-7680 jbankowski@guidehouse.com vanostranl@michigan.gov

CV0017579

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing MI 48915

CONTRACT SUMMARY

DESCRIPTION: Michigan Home Energy Efficiency Rebate Planning – Section 50121

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

3/12/2024 3/11/2026 One one-year option 3/11/2026

PAYMENT TERMS DELIVERY TIMEFRAME

3%/10 days N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

☒ One year ☐ 3/11/2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$2,140,211.00 $0.00 $2,140,211.00 DESCRIPTION: Effective February 18, 2026, this contract is extended for one year. An amendment for ADA language is incorporated into the Contract per the attached document. All other terms, conditions, specifications and pricing remain the same.

mailto:vanostranl@michigan.gov

STANDARD CONTRACT TERMS

56. Accessibility Requirement. All Contract Activities created, provided, or made available by Contractor under this Contract in a digital format, including but not limited to, websites, applications, software, mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet) (hereinafter “Digital Deliverables”), must conform to the accessibility standards provided in the SOM Digital Standards, located at https://www.michigan.gov/standards (the “Digital Accessibility Standards”). Throughout the Term of the Contract, Contractor must: (a) ensure that no changes made by Contractor to any Digital Deliverables will have any adverse effect on conformance to the Digital Accessibility Standards; and (b) comply with plans and timelines approved by the State to remediate issues and achieve conformance with the Digital Accessibility Standards in the event of any deficiencies, at its sole cost and expense.

SCHEDULE A - STATEMENT OF WORK

8. ADA Compliance

The State is required to comply with the Americans with Disabilities Act of 1990 (ADA), including its accessibility standard for websites, applications, content and documents. All Contract Activities created, provided, or made available by Contractor under this Contract in a digital format, including but not limited to, websites, applications, software, mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet) must comply with the accessibility standards provided in the Digital Accessibility Standards, located at https://www.michigan.gov/standards.

https://www.michigan.gov/standards https://www.michigan.gov/standards

Change Notice Number 002 .

to Contract Number 240000000468 .

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Guidehouse, Inc.

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M an ag er

Julie Staveland EGLE

1001 Woodward Avenue, Suite 500 517-420-8544

Detroit MI 48226 stavelandj@michigan.gov

Jeffrey S. Bankowski

C on tr ac t Ad m in is t Lisa VanOstran EGLE

734-644-0595 517-599-7680 jbankowski@guidehouse.com vanostranl@michigan.gov

CV0017579

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing MI 48915

CONTRACT SUMMARY

DESCRIPTION: Michigan Home Energy Efficiency Rebate Planning – Section 50121

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

3/12/2024 3/11/2026 One one-year option

PAYMENT TERMS DELIVERY TIMEFRAME

3%/10 days N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,786,490.00 $353,721.00 $2,140,211.00 DESCRIPTION: Effective May 22, 2025, this contract is increased by $353,721 for work described in the change order document attached. All other terms, conditions, specifications and pricing remain the same.

mailto:vanostranl@michigan.gov

CHANGE ORDER REQUEST

Project: Michigan Home Energy Rebates (MiHER) Program Contract #: 240000000468 Prepared for: Michigan Department of Environment, Great Lakes, and Energy (EGLE) Prepared by: Guidehouse Inc.

Date: April 8th , 2025

1. Scope of Services This Change Order authorizes continued support from Guidehouse to EGLE across three primary workstreams: Program Compliance Support, Project Management Support, and Program Communications and Reporting. These services are critical to supporting a successful modular launch of the MiHER program, ensuring federal compliance, and maintaining clear and consistent program oversight as EGLE onboards a new MiHER Program Coordinator and prepares for a potential OIG audit.

1.1. Key Activities

Program Compliance Support

Objective: Ensure the MiHER program activites are implemented in alignment with federal and state requirements, with robus risk mitigation and audit readiness.

Activities:

Provide ongoing oversight of the MiHER program to ensure e¯ective implementation, risk mitigation, and compliance with federal and state requirements.

O¯er technical expertise to prepare the MiHER program for a potential O¯ice of Inspector General (OIG) audit, including document readiness, process documentation, and corrective action planning.

Monitor the modular launch of the “measured approach,” including the use of aggregators and categorical eligibility, to ensure consistency with program guidance and Justice40 objectives.

Review implementer deliverables (e.g., outreach plans, intake processes, application materials, reporting protocols) to ensure alignment with U.S.

Department of Energy (DOE) guidance and MiHER program goals.

Deliverables:

a) Audit readiness packet for OIG preparation, including a catalog of implementation documentation that adheres to DOE approved blueprint plans

b) Review memos/annotated feedback on implementer deliverables to confirm

DOE compliance

c) Oversight of modular launch roadmap, including key milestones for the integration of forthcoming program components, including but not limited to, categorical eligibility, measured pathway, and aggregator project models.

Project Management Support Objective: Support EGLE with a successful rollout of statewide launch through structured milestone tracking, risk management, and capacity building within EGLE.

Activities:

Support EGLE with the onboarding and training of the term-limited MiHER Program Coordinator, including the development of training materials, oversight tools, and process documentation.

Facilitate bi-weekly implementation check-ins with EGLE leadership to track milestones, adapt to program changes, and identify emerging risks.

CHANGE ORDER REQUEST

Project: Michigan Home Energy Rebates (MiHER) Program Contract #: 240000000468 Prepared for: Michigan Department of Environment, Great Lakes, and Energy (EGLE) Prepared by: Guidehouse Inc.

Date: April 8th , 2025

Coordinate updates to risk assessments, milestone tracking, and soft-launch progress reports to support e¯ective decision-making and federal compliance.

Deliverables:

a) Onboarding and training toolkit for the MiHER Program Coordinator

b) Bi-weekly implementation review summaries, including a review of project status, risks, and key decisions outstanding.

Program Communications and Reporting Objective: Maintain consistent, accurate communication among stakeholders and ensure reporting requirements are met in a timely and coordinated fashion Activities:

Maintain clear, consistent communication with all stakeholders—including EGLE, DOE, the program implementer, and contractors—on program status, updates, and expectations.

Assist in developing and maintaining reporting templates and timelines to meet DOE and EGLE requirements.

Provide support for the drafting and submission of required monthly and quarterly reporting, ensuring accuracy, timeliness, and completeness.

Deliverables:

a) Support with quarterly reporting submissions to DOE and other relevant authorities

Timeline and Budget This change order is scoped to continue on a monthly basis beginning May 1, 2025, as time and materials at $44,215 per month. To continue this support through December 31, 2025, the total price proposal is $353,721. All terms, conditions, and specifications- including invoicing, reporting protocols, and deliverable timelines - remain unchanged from the original contract. Invoices will continue to be submitted on a monthly basis according to existing procedures.

Change Notice Number 001 .

to Contract Number 240000000468 .

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Guidehouse, Inc.

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M an ag er

Julie Staveland EGLE

1001 Woodward Avenue, Suite 500 517-420-8544

Detroit MI 48226 stavelandj@michigan.gov

Jeffrey S. Bankowski

C on tr ac t Ad m in is t Lisa VanOstran EGLE

734-644-0595 517-599-7680 jbankowski@guidehouse.com vanostranl@michigan.gov

CV0017579

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing MI 48915

CONTRACT SUMMARY

DESCRIPTION: Michigan Home Energy Efficiency Rebate Planning – Section 50121

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

3/12/2024 3/11/2026 One one-year option

PAYMENT TERMS DELIVERY TIMEFRAME

3%/10 days N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF

EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,786,490.00 $0.00 $1,786,490.00 DESCRIPTION: Effective December 3, 2024, Schedule A, Statement of Work, Contract Activities has been amended as detailed below. All other terms, conditions, specifications and pricing remain the same.

mailto:vanostranl@michigan.gov

AMENDED SCHEDULE A – STATEMENT OF WORK

CONTRACT ACTIVITIES

CONTRACT# 240000000468

1.0 Scope of Services

Guidehouse supported the design and planning of the Michigan HER Energy Rebate Program under Sec. 50121 of the Inflation Reduction Act. Based on Guidehouse’s knowledge and expertise on Michigan HER, as well as its experience and expertise with the Sec. 50122 HEAR program in other states, EGLE is amending the SOW for Contract # 240000000468 with Guidehouse to include certain project management, oversight, monitoring and compliance, workforce, and communications support to EGLE during the initial 90 period of project implementation of the Section 50122 HEAR rebate program by EGLE’s selected implementation vendor. These services will directly support EGLE in its role to ensure seamless and effective pre-launch and soft-launch operation of the Sec.

50122 HEAR rebate program. Under the existing contract, Guidehouse will also support EGLE with these same services for the HER Sec. 50121 energy rebate program.

All workstreams will begin immediately in parallel with different total periods of performance based on the scope of work. Below are details for each workstream, including key activities, deliverables, and schedules.

1.1.1 Key Activities

1.1.1.a Project Management Support

Objective: Provide comprehensive project management support and oversight to EGLE for the state’s Home Energy Appliance Rebate program by establishing a governance framework, leveraging Guidehouse TruPMO principles to ensure timely and effective implementation Activities:

• Attend meetings with or on behalf of EGLE, including with utilities, Michigan state agencies and Trade Allies, as requested.

• Implement bi-weekly implementation reviews with ELGE leadership to ensure program adherence to the project design and plan as reflected in EGLE’s HEAR Application and Implementation Blueprint Plans and oversee course corrections when needed.

• Support with the establishment of data sharing agreement necessary to facilitate program implementation in adherence with state and federal rules and requirements.

• Provide oversight on the 30/60/90-day implementation timeline to ensure key soft-launch milestones are met while adapting emerging program ambitions, including braiding of available funding, materials management, and categorical eligibility.

• Identify, monitor, and mitigate potential risks up to and during soft-launch program through on-going risk assessments, with a focus on minimizing delays and performance gaps

Deliverables:

a. A document outlining the structure, roles, and responsibilities of the 90-day implementation oversight unit, including reporting lines and performance expectations.

b. A plan for detailing the framework for identifying, assessing, and mitigating risks throughout the program soft launch.

c. Routine status updates detailing program progress, emerging risks, and recommended corrective actions.

1.1.1.b Workforce Development

Objective: Provide oversight of the workforce development component of the Home Energy Rebates program to ensure effective utilization of TREC funds, alignment with program goals, and equitable access to training and job opportunities, particularly for disadvantaged communities (DACs), while ensuring compliance with federal and state requirements.

Activities:

• Ensure collaboration between the implementer and certification bodies to deliver DOE-recognized training program in energy efficiency technology

• Oversee outreach efforts to disadvantaged communities, ensuring that at least

40% of workforce benefits and training opportunities reach low-income households, aligning with the Justice40 Initiative.

• Monitor the application and incorporation of TREC funds, ensuring compliance with performance metrics and reporting requirements

• Provide technical expertise to the state in the development and submission of additional competitive grant opportunities to support workforce development, ensuring alignment wit program goals and compliance with prospective funding requirements.

Deliverables:

a. A complete support package for the state’s formula-based and competitive workforce development funding, including technical assistance, SMART targets, and strategies for disadvantaged community engagement

b. In-depth month reviews on workforce development outcomes, with key action agreed upon further process.

c. Succinct weekly updates detailing workforce development progress, emerging issues, and necessary actions

1.1.1.c Program Communications and Reporting

Objective: Facilitate effective communication between program stakeholders and ensure that all reporting requirements are met.

Activities:

• Develop and implement a communication plan to ensure that program updates, changes, and outcomes are effectively communicated to all stakeholders.

• Prepare and submit regular program reports, detailing progress against milestones, challenges encountered, and solutions implemented.

• Maintain clear and open lines of communication with all program stakeholders, including the program implementer, DOE, and EGLE.

• Compile and aggregate data for reporting, and draft additional content, including narrative text, graphs and data visuals, as required.

• Identify required metrics for reporting and perform quality checks to ensure all required metrics are clearly defined and are being tracked by the implementer, subcontractors, and contractors.

• Establish data sharing protocols to share outcomes reporting by internal deadlines.

Deliverables:

a. Program reporting template and reporting schedule for requisite state and federal reporting

b. Monthly progress reports submitted to EGLE and MI-EOG.

1.1.1.d Project Compliance Support

Objective: Ensure that all program activities comply with federal and state regulations and that all reporting requirements are met in a timely and accurate manner.

Activities:

• Develop a compliance framework outlining the key regulatory requirements and associated procedures for ensuring compliance.

• Monitor program activities to identify and address compliance risks and provide guidance on corrective actions as needed.

• Support the preparation and submission of compliance reports to federal and state authorities, ensuring all documentation is complete and accurate.

• Develop a Risk Assessment Manual and related template to assess risk potential of implementation and inform monitoring activities for the implementor. The Risk Assessment Manual will include:

o Procedures for program manager and implementor to assess implementation risk potential o Standards for scoring risk assessments in a consistent manner o Risk Assessment form for use with each contractor

• Create Monitoring Procedures and Policies to guide EGLE staff and implementor, laying out clear responsibilities and policy guidance. Each Monitoring Guide will include a collection of tools and resources to help implement state and federal policy requirement. These resources include:

o Form letters and trainings to easily onboard contractors o Guidance for customizing risk-informed monitoring plans and monitoring activity frequency o Documentation standards for recording and maintaining accessible monitoring records o Templates and guidance for establishing Corrective Action Plans and resolution standards

Deliverables:

a. Quarterly compliance report submitted to EGLE, DOE, and relevant authorities.

b. Risk Assessment Manual

c. Monitoring Procedures and Policies

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000000468 .

between

THE STATE OF MICHIGAN

and

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Guidehouse, Inc.

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Julie Staveland EGLE

1001 Woodward Avenue, Suite 500 517-420-8544

Detroit MI 48226 stavelandj@michigan.gov

Jeffrey S. Bankowski

C on tra ct

Ad m in is tra to r Lisa VanOstran EGLE

734-644-0595 517-599-7680 jbankowski@guidehouse.com vanostranl@michigan.gov

CV0017579

CONTRACT SUMMARY

DESCRIPTION: Michigan Home Energy Efficiency Rebate Planning – Section 50121

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

3/12/2024 3/11/2026 One one-year option

PAYMENT TERMS DELIVERY TIMEFRAME

3% if paid within 15 days N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded on the basis of the State’s inquiry bearing the solicitation number 240000000759. Orders for Delivery will be issued directly by the Departments through the issuance of a Delivery Order (DO).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $1,786,490.00

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 West Allegan Street Lansing MI 48915 mailto:vanostranl@michigan.gov

Revised 5/03/2016

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Guidehouse, Inc. (“Contractor”), a Deleware Corporation. This Contract is effective on March 12, 2024 (“Effective Date”), and unless terminated, will expire on March 11, 2026 (the “Term”).

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

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

The parties agree as follows:

1.Duties of Contractor. Contractor must perform the services and provide the deliverables (the “Contract Activities”) described in a Statement of Work; the initial Statement of Work is attached as Schedule A – Statement of Work. 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 a Statement of Work.

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.

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

If to State: If to Contractor:

See Contract Administrator information shown below.

Matt Davis, Guidehouse, Inc.

1001 Woodward Avenue, Suite 500 Detroit MI 48226 mdavis@guidehouse.com 949-456-2284

3. 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:

Lisa VanOstran, EGLE 525 W. Allegan Street Lansing MI 48915 vanostranl@michigan.gov 517-599-7680

Matt Davis, Guidehouse, Inc.

1001 Woodward Avenue, Suite 500 Detroit MI 48226 mdavis@guidehouse.com 949-456-2284

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

State: Contractor:

Julie Staveland, EGLE 525 W. Allegan Street Lansing MI 48915 stavelandj@michigan.gov 517-420-8544

Matt Davis, Guidehouse, Inc.

1001 Woodward Avenue, Suite 500 Detroit MI 48226 mdavis@guidehouse.com 949-456-2284

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

6. Insurance Requirements.

a. General Requirements. Contractor, at its sole expense, must maintain the insurance coverage as specified herein for the duration of the Term.

Minimum limits may be satisfied by any combination of primary liability, umbrella or excess liability, and self-insurance coverage. To the extent damages are covered by any required insurance, Contractor waives all mailto:mdavis@guidehouse.com mailto:stavelandj@michigan.gov mailto:mdavis@guidehouse.com mailto:vanostranl@michigan.gov mailto:mdavis@guidehouse.com rights against the State for such damages. Failure to maintain required insurance does not limit this waiver.

b. Qualification of Insurers. Except for self-insured coverage, all policies must be written by an insurer with an A.M. Best rating of A- VII or higher unless otherwise approved by DTMB Enterprise Risk Management.

c. Primary and Non-Contributory Coverage. All policies for which the State of Michigan is required to be named as an additional insured must be on a primary and non-contributory basis.

d. Claims-Made Coverage. If any required policies provide claims-made coverage, Contractor must:

(1) Maintain coverage and provide evidence of coverage for at least 3 years after the later of the expiration or termination of the Contract or the completion of all its duties under the Contract.

(2) Purchase extended reporting coverage for a minimum of 3 years after completion of work if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Effective Date of this Contract.

e. Proof of Insurance

(1) Insurance certificates showing evidence of coverage as required herein must be submitted to the Contract Administrator within 10 days of the contract execution date.

(2) Renewal insurance certificates must be provided on annual basis or as otherwise commensurate with the effective dates of coverage for any insurance required herein.

(3) Insurance certificates must be in the form of a standard ACORD Insurance Certificate unless otherwise approved by DTMB Enterprise Risk Management.

(4) All insurance certificates must clearly identify the Contract Number (e.g., notated under the Description of Operations on an ACORD form).

(5) The State may require additional proofs of insurance or solvency, including but not limited to policy declarations, policy endorsements, policy schedules, self-insured certification/authorization, and balance sheets.

(6) In the event any required coverage is cancelled or not renewed, Contractor must provide written notice to the Contract Administrator no later than 5 business days following such cancellation or nonrenewal.

f. Subcontractors. Contractor is responsible for ensuring its subcontractors carry and maintain insurance coverage.

g. Limits of Coverage & Specific Endorsements. (See Table 6.1 Below)

TABLE 6.1

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence

$1,000,000 Personal & Advertising Injury

$2,000,000 Products/Completed Operations

$2,000,000 General Aggregate

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 20 10 12 19 and CG 20 37 12 19.

Automobile Liability Insurance

Minimum Limits:

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

(2) include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance Minimum Limits:

$500,000 Each Accident

$500,000 Each Employee by Disease

$500,000 Aggregate Disease

h. Non-Waiver. This Section 6 is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract, including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State.

7. Reserved.

8. Reserved.

9. 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.

10. Intellectual Property Rights. If a Statement of Work requires Contractor to create any intellectual property, Contractor hereby acknowledges that upon full payment of all amounts due Contractor under this Agreement and exclusive of any Contractor Property, as hereinafter defined, 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, exclusive of any Contractor Property, 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. Nothwithstanding anything to the contrary in this Section 10, Contractor shall retain sole and exclusive ownership of all rights, title and interest in its work papers, proprietary information, processes, methodologies, know-how and software, including such information as existed prior to the delivery of the services and, to the extent such information is of general application, anything that it may discover, create or develop during provision of the services (collectively, the “Contractor Property”). To the extent the Contract Activities contain any Contractor Property; the State shall be granted a non-exclusive, non-assignable, royalty-free license to use such Contractor Property solely in connection with the subject of the Agreement.

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

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

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

13. 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 a Statement of Work, 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.

14. 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.

15. 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.

16. Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in a Statement of Work.

17. 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 a Statement of Work. 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 24, 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.

18. Reserved.

19. Reserved.

20. Reserved.

21. 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 a Statement of Work. 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.

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.

http://www.michigan.gov/SIGMAVSS

22. Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in a Statement of Work. 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 24 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.

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

24. Termination for Cause. (a) The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (i) endangers the value, integrity, or security of any facility, data, or personnel; (ii) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (iii) engages in any conduct that may expose the State to liability; (iv) breaches any of its material duties or obligations under this Contract; or (v) fails to cure a breach within the time stated by the State 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.

(b) If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (i) cease performance immediately. Contractor must submit all invoices for Contract Activities accepted by the State within 30 days of the date of termination.

Failure to submit an invoice within that timeframe will constitute a waiver by Contractor for any amounts due to Contactor for Contract Activities accepted by the State under this Contract or (ii) 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 25, 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. Contractor must promptly reimburse to the State any fees prepaid by the State prorated to the date of such termination, including any prepaid fees. 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.

25. Termination for Convenience. Upon at least thirty (30) days prior written notice, the State may terminate this Contract in whole or in part without penalty and for any reason or no 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. Contractor must submit all invoices for Contract Activities accepted by the State within 30 days of the date of termination such acceptance not to be unreasonably withheld or delayed. Failure to submit an invoice within that timeframe will constitute a waiver by Contractor for any amounts due Contractor for Contract Activities accepted by the State under this Contract, or (b) continue to perform the Contract Activities in accordance with Section 26, 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 to the extent the funds are available.

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

(b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) 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 (d) 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.

27. Return of State Property. Upon termination or expiration of this Contract for any reason, Contractor must take 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 the Contractor by any entity, agent, vendor, or employee of the State.

28. 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 third-party actions, claims, losses, liabilities, damages, costs, reasonable 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.

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

Notwithstanding the above, Contractor will have no liability or obligation regarding infringement arising solely from (a) use of equipment, software, commodity, or service in a manner other than its intended use as reflected in the applicable SOW; (b) Contractor’s compliance with any designs, specifications, or instructions of the State; (c) modifications to equipment,…