Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 001 .

to Contract Number 240000000748.

C O

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Elevate Energy

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Pr og ra m M an ag er

Alessandra Carreon EGLE

322 S Green St., Suite 300 517-246-8895

Chicago IL 60607-3555 Carreona1@michigan.gov

Abigail Corso, Chief Strategy Officer

C on tra ct

Ad m in is tra to r Lisa VanOstran EGLE

219-902-1860 517-599-7680

Abigail.Corso@elevatenp.org Vanostranl@michigan.gov

VS0124620

STATE OF MICHIGAN PROCUREMENT

Department of Environment, Great Lakes, and Energy 525 W. Allegan St.

Lansing MI 48915

CONTRACT SUMMARY

DESCRIPTION: MI Healthy Climate Justice40 Technical Assistance Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

5/7/2024 5/6/2027 Two one-year options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 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

$1,000,000.00 $1,000,000.00 $2,000,000.00 DESCRIPTION: Effective September, 11, 2025, this contract is being increased by $1,000,000 and an SOW describing Year 2 activities is incorporated into the Contract. The EGLE Program Manager is updated to Alessandra Carreon. All other terms, conditions, specifications and pricing remain the same.

SCHEDULE A –STATEMENT OF WORK

CONTRACT ACTIVITIES

YEAR 2

CONTRACT# 240000000748

MI Healthy Climate Justice40 Technical Assistance Program

BACKGROUND

YEAR TWO

The State of Michigan is committed to reaching carbon neutrality by 2050, by following the goals outlined in the 2022 Michigan Healthy Climate Plan, as directed by Governor Gretchen Whitmer. Across all goals is the need to transition in a just and equitable manner, centering historically disadvantaged and low-income communities through a commitment to Justice40 principles. In the remaining year and a half of Governor Whitmer’s administration, the State continues to work towards meeting climate goals through efforts to institutionalize and implement climate and clean energy work in communities across Michigan.

YEAR ONE

With passage of the Inflation Reduction Act (IRA) and Bipartisan Infrastructure Law (BIL), billions of dollars are available to states, Tribes, local governments, and organizations to invest in infrastructure, climate resiliency, and green energy.

The Justice40 Initiatives commits at least 40 percent of the benefits from this funding to flow to disadvantaged communities.

SCOPE

The Department of Environment, Great Lakes, and Energy’s (EGLE’s) Office of Climate and Energy (OCE) has funding for a two-year program to support Michigan disadvantaged communities to secure public and private climate and energy- related funds in alignment with and to exceed the Justice40 and the MI Healthy Climate Plan goals, and to build capacity for and institutionalize community-led, climate and clean energy work.

A total of $2,000,000 in funding has been secured to operate this program for two years ($1 million annually). The Contractor will pursue funding, with the support of the State, to match each annual investment.

Out of the total budget, the Contractor will be provided with up to $400,000 for their direct staffing and administrative costs on a cost reimbursement basis. The Contractor must have sufficient financial capacity to incur program costs upfront.

https://www.michigan.gov/egle/-/media/Project/Websites/egle/Documents/Offices/OCE/MI-Healthy-Climate-Plan.pdf?rev=d13f4adc2b1d45909bd708cafccbfffa&hash=99437BF2709B9B3471D16FC1EC692588 https://www.michigan.gov/egle/-/media/Project/Websites/egle/Documents/Offices/OCE/MI-Healthy-Climate-Plan.pdf?rev=d13f4adc2b1d45909bd708cafccbfffa&hash=99437BF2709B9B3471D16FC1EC692588 https://www.michigan.gov/egle/-/media/Project/Websites/egle/Documents/Offices/OCE/MI-Healthy-Climate-Plan.pdf?rev=d13f4adc2b1d45909bd708cafccbfffa&hash=99437BF2709B9B3471D16FC1EC692588

1. Requirements

1.1. General Requirements

The objectives of the MI J40 Accelerator program are:

• To build the long-term funding and capacity for community-based organizations serving Michigan Justice40 communities.

• To support community-driven projects (infrastructure or educational) related to climate and energy that benefit Justice40 communities.

• To increase Michigan disadvantaged communities’ access to public and private funding to further MI Healthy Climate Plan and the Justice40 Initiative goals.

Requirement 1: The Contractor will hire and oversee staff and contractors to operate this program, in coordination with EGLE, including the design and implementation of this program, recruitment and selection of cohort participants, and participant support activities. Program design, implementation, and participant selection will be approved by EGLE.

YEAR TWO: This program will be renamed “Michigan Healthy Climate Community Accelerator.

Requirement 2: The Contractor has primary responsibility for administration of a technical assistance program serving Justice40 communities and community-based organizations in Michigan that are likely to have the following characteristics. The program and the subsequent budget breakdown will adjust based on the Contractor securing additional philanthropic support and the approval of this revised Scope of Work.

• YEAR ONE:

• Cohort size of 10-15 participants.

• Note: The Contractor secured a matching $1 million in philanthropic funding to support Year One enabling the total cohort size to include 25 organizations.

• Participants are accountable to Justice40 communities, and projects address significant problems facing impacted communities.

• Program outcome that each participant produces and submits at least one grant application for a climate or energy-related project.

• Cohort for a 12-month program with a start date as soon as possible, ideally by July 2024 to take advantage of Community Change Grants and other significant opportunities.

• YEAR TWO:

• A continuation of the same cohort or fewer participants as are interested and eligible to continue. The continuing participants must display alignment with

MHCP goals and ability and interest in furthering climate and clean energy work in their communities in year two of the program.

• EGLE reserves the right to recruit external to the initial cohort as deemed appropriate.

• Participants are accountable to Justice40 communities, and projects address significant problems facing impacted communities.

• Participants will undergo a robust intake process to determine their climate and clean energy goals as related to their organization’s mission, and barriers to their ability to meet these goals. This may include physical infrastructure projects and/or programming, as relevant to the organization.

• Outcomes from the intake process will include goal setting for the program year to which program success will be measured against. Goals will display alignment with the MHCP, including any specific MHCP goals as relevant.

• Program outcomes may include:

• Grant or other funding requests for a climate or clean energy project.

• Capacity building for organization to undertake climate and clean energy related projects, this may include but is not limited to:

• Budget and financial management support/training

• Leadership training

• Project planning

• Educational event planning

• Participants will be required to regularly participate in one-on-ones with the program administrator to identify needs, discuss projects, and ensure overall progress towards goals identified at intake.

• Cohort for a 12-month program, starting no earlier than October 31, 2025 and no later than January 31, 2026. Exact start date will be discussed with EGLE to ensure program structure is prepared for launch.

Requirement 3: The Contractor will provide the following participant activities.

YEAR ONE:

• A fair and transparent application and selection process for continuing cohort participants.

• Consistent and regular one-on-one support for each participant.

• AMENDMENT: Stipends of at least $25,000 to each participant. Stipends may be funded through privately sourced funding rather than EGLE.

• Technical assistance to each participant for grant writing or other technical needs.

• Workshops and trainings in grant preparation and capacity building; and

• Peer learning opportunities.

YEAR TWO:

• A fair and transparent continuation selection process for cohort participants. If no participants are eligible or interested in continuing with program Year Two, the second cohort will not run unless directed otherwise by EGLE.

• Consistent and regular one-on-one support for each participant.

• Stipends of approximately $25,000 to each participant - based on the number of continuing participants and available funding.

• Technical assistance to each participant for grant writing or other technical needs, including those related to organizational capacity building based on lessons learned from year one. Technical assistance will not be required to be allocated to each participant, rather based on cohort needs and aggregated support.

• Workshops and trainings on climate and clean energy-related opportunities, capacity-building, and other topics as relevant to participant needs.

• Peer learning opportunities amongst cohort and partnership development including external organizations.

• Identify available opportunities and resources relevant to participant needs, including funding opportunities, partnership opportunities, and technical assistance resources.

• Educate and spread awareness of State of Michigan and partner opportunities that are relevant to the cohort.

1.2. Funding Requirements

The funding source for this project is Department of Energy (DOE) American Recovery and Reinvestment Act of 2009 (ARRA) State Energy Program funds.

This RFP incorporates by reference all relevant federal funding requirements.

This funding source requires that all projects must demonstrate a tie to energy efficiency and cannot be used as match for other federal funding programs.

2. Staffing

2.1. Contractor Representative

The Contractor must appoint at least one individual specifically assigned to State of Michigan accounts, who will respond to State inquiries regarding the Contract Activities, answer questions related to ordering and delivery, etc. (the “Contractor Representative”). The Contractor must notify the Contract Administrator at least 30 calendar days before removing or assigning a new Contractor Representative.

Hudson Villeneueve Senior Program Manager, Justice 40

Accelerator Elevate Energy 322 S Green St #300

Chicago IL 60607

(773) 245-0766

Hudson.Villeneueve@elevatenp.org

2.2. Customer Service Toll-Free Number

The Contractor must specify its toll-free number for the State to contact the Contractor Representative. The Contractor Representative must be available for calls during the hours of 8:00 am to 5:00 pm EST.

888-683-1209

2.3. Key Personnel

The Contractor must appoint at least one individual who will be directly responsible for the day-to-day operations of the Contract (“Key Personnel”). Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquiries within 24 hours.

The State has the right to recommend and approve in writing the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Contractor will notify the State of the proposed assignment, introduce the individual to the State’s Project Manager, and provide the State with a resume and any other information about the individual reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. In the event the State finds a proposed individual unacceptable, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection. The State may require a 30-calendar day training period for replacement personnel.

Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under the Termination for Cause section of the Standard Contract Terms. It is further acknowledged that an Unauthorized Removal will interfere with the timely and proper completion of this Contract, to the loss and damage of the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result of any Unauthorized Removal. Therefore, Contractor and the State agree that in the case of any Unauthorized Removal in respect of which the State does not elect to exercise its rights under Termination for Cause, Contractor will issue to the mailto:Hudson.Villeneueve@elevatenp.org

State the corresponding credits set forth below (each, an “Unauthorized Removal Credit”):

i. For the Unauthorized Removal of any Key Personnel designated in the applicable Statement of Work, the credit amount will be $25,000.00 per individual if Contractor identifies a replacement approved by the State and assigns the replacement to shadow the Key Personnel who is leaving for a period of at least 30-calendar days before the Key Personnel’s removal.

ii. If Contractor fails to assign a replacement to shadow the removed Key Personnel for at least 30-calendar days, in addition to the $25,000 credit specified above, Contractor will credit the State $833.33 per calendar day for each day of the 30-calendar day shadow period that the replacement Key Personnel does not shadow the removed Key Personnel, up to $25,000 maximum per individual. The total Unauthorized Removal Credits that may be assessed per Unauthorized Removal and failure to provide 30-calendar days of shadowing will not exceed $50,000 per individual.

Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed above: (i) is a reasonable estimate of and compensation for the anticipated or actual harm to the State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately estimate; and

(ii) may, at the State’s option, be credited or set off against any fees or other charges payable to Contractor under this Contract.

2.4. Access to Tax Information

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

3. Project Management

3.1. Project Plan

A high-level project timeline is provided below. This is subject to adjustment based on discussion with EGLE.

YEAR ONE:

• Phase 0a – Program Design, May 2024 – August 2024

• Phase 0b – Project Management, June 2024 – July 2025

• Phase 1 – Welcome / Sunrise / Peer Community Introductions, October 2024 – November 2024

• Phase 2 – Assess Strengths / Readiness / Peer Community

Connections, November 2024

• Phase 3 – Organizations + Project Ready, December 2024 – September 2025

• Phase 4 – Sunset / Alumni, September 2025 – October 2025 YEAR TWO: To be determined by Contractor and EGLE during October-December 2025 planning period.

Project Management Processes:

The Contractor will assign a project manager (PM) who is responsible for its day-to-day execution, as well as for tracking progress to goal and to budget. Project managers are supported by the Contractor’s Project Management Office (PMO) as well as program director who assist PMs in ensuring project success. A formal charter detailing goals, risks, and key performance metrics is developed by the PM and approved by the PMO. A Customer Relationship Management (CRM) system, Salesforce, tracks details of each client served, creating a secure central repository, and allowing comprehensive reporting. The PM generates weekly reports on key metrics so challenges can be quickly resolved.

Within the national Justice40 Accelerator, several project management processes and tools exist which we plan to incorporate into the MI Healthy Climate Justice40 Technical Assistance Program.

To organize and track interactions with cohort members the Contractor will utilize a customer resource management platform as appropriate. This may include: Airtable and DISCO but is subject to change based on uptake by the cohort and in discussion with EGLE. Airtable operates as an administrative programmatic database and will allow the Contractor to track and manage the participants' journey through the program. Cohort interactions, training, peer to peer networking, and grant application resources would be provided through DISCO. DISCO operates as an online community engagement platform where organizations invited to the platform can connect with others from the program, access resources, chat with program administrators, and share important organizational details.

The Contractor will connect participant organizations to technical assistance through individual scopes of work and contracts completed between the participant organizations, the program, and technical assistance providers. The Contractor will support both the program participants and technical assistance providers to make sure scopes are clear and achievable.

The Contractor will operate as the single point of contact for EGLE and will compile programmatic reporting needed to meet the program reporting requirements.

3.2. Meetings

The Contractor must attend the following meetings (to be held in person or by Microsoft Teams):

• Kick-off meeting within 30 calendar days of the Effective Date.

• Regular status meetings (weekly, monthly, or on another cadence)

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

3.3. Reporting

The Contractor must submit to the EGLE Program Manager, the following written reports:

• Monthly Status reports

The State may request other reports, as it deems appropriate.

4. Pricing

4.1. Price Term

Pricing is firm for the entire length of the Contract.

5. Ordering

5.1. Authorizing Document

The appropriate authorizing document for the Contract will be a Delivery Order

(DO).

6. Invoice and Payment

6.1. Invoice Requirements

All invoices submitted to the State must include: (a) date; (b) purchase order; (c) quantity; (d) description of the Contract Activities; (e) unit price; (f) shipping cost (if any); (g) vendor-generated invoice number; and (h) total price.

6.2. Payment Methods

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

(EFT).

6.3. Procedure

The Contractor shall submit detailed invoices for reimbursement to the EGLE Program Manager on a monthly basis. Invoices will not be submitted via SIGMA.

7. Service-Level Agreements (SLAs)

Service Level Agreements for this Contract will be as follows:

SLA Metric 1. Timely Deliveries

Definition and Purpose

Requirement 1: The Contractor will hire and oversee staff and contractors to operate this program, in coordination with EGLE, including the design and implementation of this program, recruitment and selection of cohort participants, and participant support activities. Program design, implementation, and participant selection will be approved by EGLE.

YEAR TWO: This program will be renamed “Michigan Healthy Climate Community Accelerator.

Requirement 2: The Contractor has primary responsibility for administration of a technical assistance program serving Justice40 communities and community- based organizations in Michigan that are likely to have the following characteristics. The program and the subsequent budget breakdown will adjust based on the Contractor securing additional philanthropic support and the approval of this revised Scope of Work.

YEAR ONE:

o Cohort size of 10-15 participants.

Note: The Contractor secured a matching $1 million in philanthropic funding to support Year One enabling the total cohort size to include 25 organizations.

o Participants are accountable to Justice40 communities, and projects address significant problems facing impacted communities.

o Program outcome that each participant produces and submits at least one grant application for a climate or energy-related project.

o Cohort for a 12-month program with a start date as soon as possible, ideally by July 2024 to take advantage of Community Change Grants and other significant opportunities.

YEAR TWO:

o A continuation of the same cohort or fewer participants as are interested and eligible to continue. The continuing participants must display alignment with MHCP goals and ability and interest in furthering climate and clean energy work in their communities in year two of the program.

o EGLE reserves the right to recruit external to the initial cohort as deemed appropriate.

o Participants are accountable to Justice40 communities, and projects address significant problems facing impacted communities.

o Participants will undergo a robust intake process to determine their climate and clean energy goals as related to their organization’s mission, and barriers to their ability to meet these goals.

This may include physical infrastructure projects and/or programming, as relevant to the organization.

o Outcomes from the intake process will include goal setting for the program year to which program success will be measured against.

Goals will display alignment with the MHCP, including any specific MHCP goals as relevant.

o Program outcomes may include:

o Grant or other funding request for a climate or clean energy project.

o Capacity building for organization to undertake climate and clean energy related projects, this may include but is not limited to:

Budget and financial management support/training

Leadership training Project planning Educational event planning o Participants will be required to regularly participate in one-on-ones with the program administrator to identify needs, discuss projects, and ensure overall progress towards goals identified at intake.

o Cohort for a 12-month program, starting no earlier than October 31, 2025 and no later than January 31, 2026. Exact start date will be discussed with EGLE to ensure program structure is prepared for launch.

Requirement 3: The Contractor will provide the following participant activities.

YEAR ONE:

• A fair and transparent application and selection process for continuing cohort participants.

• Consistent and regular one-on-one support for each participant.

• AMENDMENT: Stipends of at least $25,000 to each participant. Stipends may be funded through privately sourced funding rather than

EGLE.

• Technical assistance to each participant for grant writing or other technical needs.

• Workshops and trainings in grant preparation and capacity building; and

• Peer learning opportunities.

YEAR TWO:

• A fair and transparent continuation selection process for cohort participants. If no participants are eligible or interested in continuing with program Year Two, the second cohort will not run unless directed otherwise by EGLE.

• Consistent and regular one-on-one support for each participant.

• Stipends of approximately $25,000 to each participant - based on the number of continuing participants and available funding.

• Technical assistance to each participant for grant writing or other technical needs, including those related to organizational capacity building based on lessons learned from year one.

Technical assistance will not be required to be allocated to each participant, rather based on cohort needs and aggregated support.

• Workshops and trainings on climate and clean energy-related opportunities, capacity-building, and other topics as relevant to participant needs.

• Peer learning opportunities amongst cohort and partnership development including external organizations.

• Identify available opportunities and resources relevant to participant needs, including funding opportunities, partnership opportunities, and technical assistance resources.

• Educate and spread awareness of State of Michigan and partner opportunities that are relevant to the cohort.

Acceptable Standard

The acceptable standard is 100% compliance.

Credit Due for Failing to Meet the Service Level Agreements

1. $100.00 may be assessed for each of the first five occurrences of non-compliance in a given calendar year.

2. $500.00 may be assessed beginning with the sixth occurrence of non-compliance and on each occurrence thereafter in a given calendar year.

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

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

Revised Budget

A total of $2,000,000 in funding has been secured to operate this program for two years. The funding for this program is from Department of Energy (DOE) American Recovery and Reinvestment Act (ARRA) funds.

Out of the total budget, the Contractor will be provided with up to $400,000 ($200,000 across two years) for their direct staffing and administrative costs on a cost reimbursement basis. The Contractor must have sufficient financial capacity to incur program costs upfront.

The budget will allot funding annually for the below with approximate costs. Some costs may be drawn from matching philanthropic funding for the program as available and with the State’s awareness.

• Contractor direct administrative costs ($200,000) o This total will not change between program years.

• Subcontractor support costs ($151,500) o YEAR TWO: A subcontractor may or may not be retained as deemed appropriate in program planning.

• Participation stipend per participant ($376,500) o YEAR TWO: This will be adjusted as appropriate to total funding, cohort size, and program design.

• Technical Assistance Providers ($225,000) o YEAR TWO: This will be adjusted as appropriate to total funding, cohort size, and program design.

• Technology Stipends ($37,500) o YEAR TWO: This will be adjusted as appropriate to total funding, cohort size, and program design.

• Participant travel ($4,500) o YEAR TWO: This will be adjusted as appropriate to total funding, cohort size, and program design.

• Staff travel ($3,500) o YEAR TWO: This will be adjusted as appropriate to total funding and program design.

• Supplies ($1,500) o YEAR TWO: This will be adjusted as appropriate to total funding and program design.

Budget amounts are estimates and will receive final approval by the State based on needs of the cohort members. If additional philanthropic match funding is secured, costs may be pulled in part or entirely from that source.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000000748 .

between

THE STATE OF MICHIGAN

and

C O

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TR

A C

TO

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Elevate Energy

ST

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TE

Pr og ra m M an ag er

Cory Connolly EGLE

322 S Green St, Suite 300 517-881-8972

Chicago IL 60607-3555 Connollyc3@michigan.gov

Abigail Corso, Chief Strategy Officer

C on tra ct

Ad m in is tra to r Lisa VanOstran EGLE

219-902-1860 517-599-7680

Abigail.Corso@elevatenp.org vanostranl@michigan.gov

VS0124620

CONTRACT SUMMARY

DESCRIPTION: MI Healthy Climate Justice40 Technical Assistance Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

5/7/2024 5/6/2027 Two one-year options

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 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 240000001456. 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 $1,000,000.00

STATE OF MICHIGAN PROCUREMENT

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

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Elevate Energy (“Contractor”). This Contract is effective on May 7, 2024 (“Effective Date”), and unless terminated, will expire on May 6, 2027 (the “Term”).

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

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

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables (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.

Abigail Corso, Chief Strategy Officer Elevate Energy 322 S Green St #300 Chicago IL 60607

(219) 902-1860 Abigail.Corso@elevatenp.org

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, Procurement Manager Dept. of Environment, Great Lakes, and Energy 525 W. Allegan St. Lansing MI 48915

(517) 599-7680 vanostranl@michigan.gov

Michelle Thoma-Culver General Counsel Elevate Energy 322 S Green St #300 Chicago IL 60607

(773) 269-2212 Michelle.Thoma@elevatenp.org

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:

Cory Connolly, Climate and Energy Advisor Dept. of Environment, Great Lakes, and Energy 525 W. Allegan St. Lansing MI 48915

(517) 881-8972 connollyc3@michigan.gov

Hudson Villeneueve Senior Program Manager, Justice 40 Accelerator Elevate Energy 322 S Green St #300 Chicago IL 60607

(773) 245-0766 Hudson.Villeneueve@elevatenp.org

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, mailto:Abigail.Corso@elevatenp.org mailto:Abigail.Corso@elevatenp.org mailto:Michelle.Thoma@elevatenp.org umbrella or excess liability, and self-insurance coverage. To the extent damages are covered by any required insurance, Contractor waives all 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 or authorization, and audited financial statements.

(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, if any, carry and maintain insurance coverage as applicable to the subcontracted service(s).

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.

Umbrella or Excess Liability Insurance Minimum Limits:

$5,000,000 General Aggregate

Contractor must have their policy follow form.

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 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.

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.

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 http://www.michigan.gov/SIGMAVSS 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.

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)…