240000000503.pdf

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

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Health Care Consulting Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

April 1, 2024 March 31, 2029 2 - 1 Year March 31, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

700 W 47th Street Suite 1100

Kansas City MO 64112

Jerry Dubberly

404-524-9519 jdubberly@mslc.com

CV0058595

MYERS AND STAUFFER LC

C O

N

TR

A C

TO

R

517-643-7471

KlineC1@michigan.gov

Kyle London

(517) 614-3616

DTMB

Crystal Kline MDHHS londonk1@michigan.gov

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

Pr og ra m

M an ag er

ST

A

TE

N/ANet 45

Change Notice Number 4

Contract Number MA240000000503 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$3,871,783.60 $0.00 $3,871,783.60

DESCRIPTION

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

Effective January 16, 2026, this Contract is amended to reflect updated accessibility requirements. All prior references to ADA, Accessibility, and/or WCAG 2.0 are replaced and superseded with the following language:

Accessibility Requirements.

The State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted standards and procedures regarding accessibility requirements for websites, applications, content, and electronic documents. Due to a change in the law, the State is required to comply with specific accessibility standards for websites, applications, content, and documents.

Starting 4/24/2026, throughout the Term, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract, must comply with WCAG 2.1 Level AA.

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

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

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

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Health Care Consulting Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

April 1, 2024 March 31, 2029 2 - 12 Months March 31, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

700 W 47th Street Suite 1100

Kansas City MO 64112

Jerry Dubberly

404-524-9519 jdubberly@mslc.com

CV0058595

MYERS AND STAUFFER LC

C O

N

TR

A C

TO

R

KlineC1@michigan.gov

Kyle London

517-614-3616

DTMB

Crystal Kline MDHHS londonk1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 3

Contract Number MA240000000503 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

$3,445,000.00 $426,783.60 $3,871,783.60

DESCRIPTION

Effective July 15, 2025, this contract is hereby increased by $426,783.60.

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 July 15, 2025.

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Health Care Consulting Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

April 1, 2024 March 31, 2029 2 - 12 Months March 31, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

700 W 47th Street Suite 1100

Kansas City MO 64112

Jerry Dubberly

404-524-9519 jdubberly@mslc.com

CV0058595

MYERS AND STAUFFER LC

C O

N

TR

A C

TO

R

KlineC1@michigan.gov

Kyle London

5176143616

DTMB

Crystal Kline MDHHS londonk1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 2

Contract Number MA240000000503 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

$3,445,000.00 $0.00 $3,445,000.00

DESCRIPTION

Effective June 13, 2025, the following Certified Community Behavioral Health Clinic (CCBHC) Demonstration Technical Assistance activity plan is hereby added to the Contract for MDHHS.

Please note the Contract Administrator has been changed to Kyle London.

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 July 15, 2025.

Special Projects and Emerging Ideas: Certified Community Behavioral Health Clinic (CCBHC) Demonstration Technical Assistance Workplan

Project name: Certified Community Behavioral Health Clinic (CCBHC) Demonstration Technical Assistance

Organization: Michigan Department of Health and Human Service

OBJECTIVE: MDHHS will provide 2-3 technical assistance sessions to eligible CCBHC sites related to the complexities when completing required cost reports.

ACTIVITY TARGET DATE OF

COMPLETION LEAD PERSON NOTES

Meet and coordinate regularly with consultant for planning purposes

6.2025 – 12.2025 MDHHS CCBHC Team and Myers &

Stauffer Regular meetings will be scheduled with Myers &

Stauffer to discuss and coordinate TA sessions

Confirm site eligibility parameters 6.30.2025 MDHHS CCBHC Team

TBD within boilerplate language

Outline technical assistance needs with contracted consultant

7.1.2025 MDHHS CCBHC Team

MDHHS will detail TA needs with Myers & Stauffer.

These needs will be related to cost reports and their complex requirements.

Review and approve technical assistance materials as developed by consultant

7.2025 – 9.2025 MDHHS CCBHC Team MDHHS will approve all TA materials produced by Myers & Stauffer

Host technical assistance sessions 7.2025 – 9.2025 MDHHS CCBHC Team and Myers &

Stauffer

MDHHS and Myers & Stauffer will host each scheduled TA session. Myers & Stauffer will facilitate these sessions with MDHHS staff present for questions, feedback, and guidance as needed.

Receive feedback from TA session attendees to assess effectiveness and outstanding needs from potential sites

7.2025 – 9.2025 MDHHS CCBHC Team and Myers & Stauffer

MDHHS and Myers & Stauffer will ensure a feedback loop is created for each session. Effectiveness and additional needs from sites will be sought from TA session attendees.

Provide resources for TA session attendees 7.2025 – 9.2025 MDHHS CCBHC Team and Myers &

Stauffer

MDHHS and Myers & Stauffer will identify, create, and provide any necessary resources for TA session attendees.

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

Health Care Consulting Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

April 1, 2024 March 31, 2029 2 - 12 Months March 31, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

700 W 47th Street Suite 1100

Kansas City MO 64112

Jerry Dubberly

404-524-9519 jdubberly@mslc.com

CV0058595

MYERS AND STAUFFER LC

C O

N

TR

A C

TO

R

KlineC1@michigan.gov

Adam Ashley

517-855-1376

DTMB

Crystal Kline MDHHS ashleya2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANet 45

Change Notice Number 1

Contract Number MA240000000503 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

$3,445,000.00 $0.00 $3,445,000.00

DESCRIPTION

Effective December 11, 2025, the following Schedule A - Statement of Work is hereby added to the Contract for MDHHS.

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

CN 1: Schedule A – Statement of Work Background The State has submitted a grant application to the Michigan Health Endowment Fund to address food and nutrition needs as a key component of health and health outcomes of Michiganders. This grant will support Michigan’s Capacity Connect Initiative for Food and Nutrition. The goal of the Capacity Connect Initiative is to provide support to food and nutrition service providers for infrastructure development and operational readiness to engage in the Michigan Medicaid In-Lieu of Services program.

In anticipation of grant approval, the State seeks the expertise of a consultant to support the program design, and to provide technical assistance and guidance to selected food and nutrition service providers. The focus will be on optimizing program operations and administration, encompassing aspects like referrals, authorizations, documentation of service levels, billing procedures, claims processing, and staff training. This support may involve developing standardized resources, offering one-on-one technical assistance sessions, facilitating learning collaborative forums, or employing other effective engagement strategies.

Scope

1. Conduct internal project management activities specific to the work/activities.

2. Provide strategic planning and research services to support the design of the Capacity Connect Initiative for Food and Nutrition initiative

3. Support the development of tools, processes, and communications surrounding the provider application process.

4. Support providers participating in the initiative through the provision of the following services.

5. Provide the following monitoring, evaluation, and oversight services consistent with State approved Monitoring and Evaluation Plan references in the Program and Design section

6. Provide other ad-hoc services to support the initiative as agreed upon. Such ad-hoc services shall be approved in writing by the State and mutually agreed upon.

Genera Requirements A. Project Management. The Contractor will conduct internal project management activities specific to the work/activities the Contractor is responsible for executing throughout this engagement. the State does not require robust project management support for the overall Capacity Connect initative.

B. Program Design Support

1. Research. The Contractor will conduct research limited to funding criteria to guide the framework for Capacity Connect grant funds distribution process. This research will be informed by other state infrastructure/capacity building programs, Michigan Health Endowment Fund award standard terms, CMS rule, needs assessment, etc.

2. Stakeholder Engagement. The Contractor will support the State in the development of resources to conduct a landscape assessment. While the State will perform the landscape assessment, the Contractor will support the development of materials such as survey tools and facilitated interview guides. The Contractor will also support the State as the Department facilitates stakeholder engagement activities. the State will supply the staffing and platforms to facilitate and manage stakeholder engagement activities.

3. Data Analysis. As part of the landscape assessment, the State may also request assistance as the Department analyses structure data to inform the Capacity Connect Framework Development.

4. Capacity Connect Framework Development. The Contractor will support the design of a clear and systematic grant distribution framework that includes eligibility criteria, application processes, evaluation metrics, and funding allocation strategies.

the States existing and ongoing ILOS policy design efforts and stakeholder engagement will be leveraged throughout this process.

5. Design Learning Network and Technical Assistance Framework. In conjunction with the State, the Contractor will collaboratively design the overall structure of the learning network, including key components such as provider eligibility, content development strategy, and content distribution plan (e.g., regular webinars, provider network portal access, online forums, resource libraries, and peer learning groups).

6. Strategic Planning. The Contractor will facilitate strategic planning sessions with the State to clearly create the program’s design. The Contractor will document decisions from these sessions and draft a program design document for the Department for review and approval.

7. Monitoring and Evaluation Plan. The Contractor will develop a monitoring and evaluation plan which will include details and methods for monitoring participant success and experience in the various components of the Capacity Connect program. This plan will facilitate insight into areas such as program participation, monitoring distributed funds, increase in knowledge acquired through learning network/TA participation, etc. The plan will provide detailed methods for data collection and analysis, frequency, and other relevant details.

C. Provider Application Process Support

1. Application. The Contractor will support the State as the Department scopes and designs the application. This support will include providing recommendations to the Department and ensuring technical specificaitons are clearly articulated and relevant details to support evaluation of submissions are included. the State will conduct all activities related to provider awareness and application support.

2. Evaluation Criteria. The Contractor will draft an evaluation rubric against which provider applications will be evaluated. The evaluation criteria will assess the provider’s readiness, proposed use of funds, alignment with the States vision, and other criteria as approved by the Department.

D. Provider Success Support.

1. Conduct bi-monthly (or other frequency mutually agreed upon) virtual learning forums. Virtual learning forums will be informed by the landscape assessment detailed in Program Design Support . The topics for each forum will be discussed with and approved by the State. These topics may include webinars on topics, such as operational requirements of the program, empowerment strategies for the providers to best meet the needs of the beneficiaries, overview of Medicaid for new providers/billers, addressing disparities and related inequities, challenges and successes of grantees in addressing food and nutrition needs of underserved populations, etc. Speakers may also include guests, such as the MCOs, national experts, community resources conducting similar efforts who could serve as partners, etc. These services will not include: negotiating contracts with Medicaid/MCOs, advising or supporting credentialing and enrollment application completion, actual coding/billing of claims, or other activiites that could present a real or perceived conflict for Myers and Stauffer.

2. Provide ad-hoc written resources and FAQ documents to assist providers as requested by the Department.

3. At the States direction and as mutually agreed upon, install a provider collaboration portal. Each State-approved provider will have access to their own materials as well as the community documents. Additionally, the State will have access to all materials. The portal has the capability of housing the following:

i. All provider applications and communications

ii. Myers and Stauffer's responses to those applications and communications on behalf of the State

iii. Calendar of provider events/requirements

iv. Repository for training materials and resources

v. “Ask the Community” email address where providers can post questions to their colleagues

vi. Email address where providers can direct specific questions regarding the program. This email account will be monitoring by the Contractor and inquiries shared with the State.

E. Monitoring, Evaluation, and Oversight

1. Establish a reporting tool and process to receive and review status reports from each selected provider at a frequency established by the Department and mutually agreed upon. These status reports will be used to identify progress, issues, successes, etc.

and serve as input for learning collaborative and technical assistance material development. Additionally, the Contractor will use these reports to identify areas for improvement and offer corrective actions that may be needed to promote provider success. These reports will be in the form of an electronic survey or similar form and designed to avoid unnecessary administrative burdens to the providers.

2. Provide the State with a monthly summary of provider-reported progress including any concerns or actions recommended by the Contractor.

3. At the end of year 1, prepare an assessment of the initiative’s progress against the States stated goals. The assessment will give the State insight into the program as a whole versus the individual provider progress provided in the monthly status reports.

4. At the end of year 2 (the end of the grant), prepare an evaluation of the initiative’s success in meeting the States goals and objectives, progress made, lessons learned, areas where further progress and/or investment is needed, and recommended next steps.

5. At the end of the grant period, or other mutually agreed upon schedule, conduct audits of providers’ actual use of the funds to ensure funds were used consistent with the permissible uses as communicated by the Department.

F. Ad-Hoc Services. The Contractor will provide other ad-hoc services to support the initiative as agreed upon. Such ad-hoc services shall be approved in writing by the State and mutually agreed upon.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000000503 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

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Myers and Stauffer LC

ST

A

TE

Pr og ra m

M an ag er Crystal Kline MDHHS

700 W 47th Street, Suite 1100 517-284-1184

Kansas City, MO 64112 KlineC1@michigan.gov

Jerry Dubberly

C on tra ct

Ad m in is tra to r Adam Ashley DTMB

404-524-9519 517-855-1376 jdubberly@mslc.com ashleya2@michigan.gov

CV0058595

CONTRACT SUMMARY

DESCRIPTION: Health Care Consulting Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

April 1, 2024 March 31, 2029 Two, 1-Year March 31, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded on the basis of the State’s inquiry bearing the solicitation number 240000000661. Orders for Delivery will be issued directly by the Department through the issuance of a Delivery Order (DO).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $3,445,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 525 W. Allegan Street Lansing, MI 48933 P.O. Box 30026 Lansing, MI 48909

Michigan.gov/MiProcurement

Revised 5/03/2016

CONTRACT NO. 240000000503

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Myers and Stauffer LC (“Contractor”), a Kansas limited liability company. This Contract is effective on April 1, 2024 (“Effective Date”), and unless terminated, will expire on March 31, 2029 (the “Term”).

This Contract may be renewed for up to two (2) additional one (1) 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 (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.

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.

Jerry Dubberly, PharmD, MBA 1349 Peachtree St., NE, Ste. 1600 Atlanta, GA 30309 jdubberly@mslc.com 404.524.9519

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:

Adam Ashley 320 S. Walnut St.

Lansing, MI 48933 Ashleya2@michigan.gov 517-249-0481

Jerry Dubberly, PharmD, MBA 1349 Peachtree St., NE, Ste. 1600 Atlanta, GA 30309 jdubberly@mslc.com 404.524.9519

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:

Crystal Kline 400 S Pine St Lansing, MI 48933 KlineC1@michigan.gov 517-643-7471

Jerry Dubberly, PharmD, MBA 1349 Peachtree St., NE, Ste. 1600 Atlanta, GA 30309 jdubberly@mslc.com 404.524.9519

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.

Insurance Requirements.

See Schedule C.

Reserved.

Reserved.

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 mailto:Ashleya2@michigan.gov 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 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.

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.

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

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.

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

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.

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 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.

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 a Statement of Work. The parties understand and agree that http://www.michigan.gov/SIGMAVSS 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.

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.

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, if in its sole discretion the State has chosen to provide a time to cure. 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.

Termination for Convenience. The State may immediately 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. 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.

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 365 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.

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.

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

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

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

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

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

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

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

STATE’S AGGREGATE LIABILITY TO CONTRACTOR UNDER THIS CONTRACT,

REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,

NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY

CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT, EXCEED THE

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

Disclosure of Litigation, or Other Proceeding. Contractor must notify the State within 14 calendar days of receiving notice of any litigation, investigation, arbitration, or other proceeding (collectively, “Proceeding”) involving Contractor, a subcontractor, or an officer or director of Contractor or subcontractor, that arises during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole or probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil Proceeding involving: (1) a claim that might reasonably be expected to adversely affect Contractor’s viability or financial stability; or (2) a governmental or public entity’s claim or written allegation of fraud; or (3) any complaint filed in a legal or administrative proceeding alleging the Contractor or its subcontractors discriminated against its employees, subcontractors, vendors, or suppliers during the term of this Contract; or (e) a Proceeding involving any license that Contractor is required to possess in order to perform under this Contract.

Reserved.

State Data.

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

b. Contractor Use of State Data. Contractor is provided a limited license to State Data for the sole and exclusive purpose of providing the Contract Activities, including a license to collect, process, store, generate, and display State Data only to the extent necessary in the provision of the Contract Activities. Contractor must: (a) keep and maintain State Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose State Data solely and exclusively for the purpose of providing the Contract Activities, such use and disclosure being in accordance with this Contract, any applicable Statement of Work, and applicable law; (c) keep and maintain State Data in the continental United States and (d) not use, sell, rent, transfer, distribute, commercially exploit, or otherwise disclose or make available State Data for Contractor’s own purposes or for the benefit of anyone other than the State without the State’s prior written consent. Contractor's misuse of State Data may violate state or federal laws, including but not limited to MCL 752.795.

c. Extraction of State Data. Contractor must, within 5 business days of the State’s request, provide the State, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Contractor), an extract of the State Data in the format specified by the State.

d. Backup and Recovery of State Data. Unless otherwise specified in a Statement of Work, Contractor is responsible for maintaining a backup of State Data and for an orderly and timely recovery of such data. Unless otherwise described in a Statement of Work, Contractor must maintain a contemporaneous backup of State Data that can be recovered within 2 hours at any point in time.

e. Loss or Compromise of Data. In the event of any act, error or omission, negligence, misconduct, or breach on the part of Contractor that compromises or is suspected to compromise the security, confidentiality, or integrity of State Data or the physical, technical, administrative, or organizational safeguards put in place by Contractor that relate to the protection of the security, confidentiality, or integrity of State Data, Contractor must, as applicable: (a) notify the State as soon as practicable but no later than 24 hours of becoming aware of such occurrence;

(b) cooperate with the State in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by the State; (c) in the case of PII or PHI, at the State’s sole election, (i) with approval and assistance from the State, notify the affected individuals who comprise the PII or PHI as soon as practicable but no later than is…