5-RFP - 260000001881 - Schedule A - Statement of Work-Revised.docx

Schedule A – Statement of Work - RevisedChanges to Schedule A – Statement of Work are highlighted in orange.

Request for Proposal No. 260000001881 Unclaimed Property Examination (Audit) Services This schedule identifies the anticipated requirements of any Contract resulting from this RFP. The term “Contractor” in this document refers to a bidder responding to this RFP, as well as the Contractor who is awarded the contract. The term “bidder” is used to identify where specific responses to the RFP are required. Yellow fields are also used to identify areas where a bidder response is required.

The Contractor must respond to each requirement or question and explain how it will fulfill each requirement. Attach any supplemental information and reference it appropriately within your response.

Background The Department of Treasury, Unclaimed Property (UP) requires the services of a Contractor, or Contractors, to conduct unclaimed property examinations pursuant to the Unclaimed Property Act, Michigan Public Act 29 of 1995 (MCL 567.221-567.265) as amended (“Act”) MCL - Act 29 of 1995 - Michigan Legislature. The entities to be examined will be companies or governmental entities that are either domiciled in Michigan and/or have significant operations in Michigan, as well as companies or governmental entities that are located anywhere in the United States. The Contractor will examine the books and records of holders of unclaimed property upon being appointed as its agent for specific examinations by the State Program Manager. This examination work will be performed at the offices of the holder where accounting records are maintained or at the offices of the Contractor when electronic records are provided by the holder. This Contract is part of a multi-awarded contract pool.

Scope Examine, identify, and report unclaimed property in the possession of holders that are subject to report such property under the Act. Such holders will be incorporated or have significant business operations in the State of Michigan.

Requirements Standard Examination Requirements Contractor must adhere to the Act, approved promulgated rules, and all other applicable guidance, regulations, and policies.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must describe how they comply with the above requirements:

Before initiating or conducting an unclaimed property examination, Contractor must make a generalized written request, based on the exam in question, to the State Program Manager. Written approval from the State Program Manager will authorize the Contractor to initiate or conduct unclaimed property examination(s) pursuant to the terms of this Contract. Failure to obtain prior written approval may result in termination of the Contract.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The Contractor’s written request to conduct an unclaimed property examination of a property holder may include information related to the property holder; property holder’s contacts; transfer agent; securities information; property types; examination selection criteria; methodology and information sources; other states participating in the examination; timelines; conflict of interest statements and other acknowledgements; and any other data as determined by State Program Manager. The format, content, media, and delivery method for this information will be determined by the State Program Manager and may be revised at the State Program Manager’s discretion at any time.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The Contractor’s written request to conduct an unclaimed property examination of a property holder for any property type, must separately list by property holder name and Federal Employer Identification Numbers (“FEIN”) or Employer Identification Number (“EIN”) each subsidiary, parent, and related or affiliated entities of the property holder and whether property of those listed entities is included or excluded in the scope of the examination. Additionally, for each listed parent and subsidiary indicate their Michigan presence as defined by the Act.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The State Program Manager will notify the Contractor in writing if the Contractor’s written examination request is approved or denied; approval of a Contractor’s examination request is at the State Program Manager’s discretion. The State Program Manager expressly reserves the right to assign an unclaimed property examination of a property holder to the Contractor.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

In coordination with the Contractor, the State Program Manager will notify the property holder approved for an examination via written notification (Notice) letter stating that pursuant to authority granted under the Act, the State Program Manager is commencing an unclaimed property examination of the books and records of the property holder and all relevant subsidiaries and divisions for the purpose of determining compliance with the Act and that the examination will be conducted by the Contractor as the State’s authorized agent.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The State Program Manager may enter into certain agreements with the Contractor in a multistate examination of one property holder, however, under no circumstances will the State Program Manager indemnify any parties or be subject to any laws that conflict with Michigan law. Further, such agreement is subject to the terms of the Contract and cannot conflict, modify or supplement the Contract without amendment to the Contract entered into by the State.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Examination Process The Contractor must provide the following:

Subsequent to receiving the State Program Manager’s written approval and authorization to conduct an unclaimed property examination, the Contractor must provide, negotiate and sign a Non-Disclosure Agreement (NDA) with the property holder; within 90 days of the State Program Manager’s written approval. The State Program Manager must be notified in writing if the NDA is not signed by the deadline. The examination must be completed expeditiously, and, with the exception of examinations mentioned in Schedule A – Statement of Work, Section 3.4.1, no later than three (3) years from the date on which the NDA between the Contractor and property holder is signed, unless an extended time period is approved by the State Program Manager.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The Contractor must review the records of such property holder and identify overdue and unreported unclaimed property that should be delivered to the State pursuant to the Act, approved promulgated rules and in accordance with Generally Accepted Audit Standards (“GAAS”).

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The Contractor must not estimate or extrapolate any period under examination without the State Program Manager’s prior written approval.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The Contractor, during the period in which the examination is in progress, will provide the property holder at least once in every 30-day period, up-to-date preliminary examination findings of all overdue unreported unclaimed property to allow the property holder to review, reconcile and perform due diligence on such property.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must describe how they comply with the above requirements:

The Contractor will direct holders or their transfer agents to deliver all cash, digital assets, and/or securities to the Department of Treasury, Unclaimed Division, within 30 calendar days once the property has been identified in the final examination determination. The Contractor must not accept any unreported unclaimed property noted in the examination from the property holder. If the unclaimed property has not been submitted to the State after 90 days, the Contractor must assist the State in the delivery of the unclaimed property from the property holder.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The State Program Manager has the discretion to modify any deadlines associated with Michigan and non-Michigan initiated examinations. The State Program Manager will determine whether a modification may result in a reduced contingency fee (service credit) of no more than 1% per year beyond the target examination completion date of 3 years.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

In coordination with the Contractor, the State Program Manager has the discretion to amend or modify any of the Contractor’s examination findings.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The Contractor will verify due diligence was conducted by the property holder pursuant to the Act.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must describe how they comply with the above requirements:

The State Program Manager, by written notice, may direct the Contractor to suspend or conclude work under the Contract at any time. The Contractor must not resume work until the Contractor has received written approval from the State Program Manager to proceed.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The State Program Manager or designee expressly reserves the right to review any examination conducted by the Contractor, in order to evaluate the Contractor’s performance under the terms of the Contract and to ensure compliance with the Act. The Contractor’s examination of any property holder hereunder will not limit the State Program Manager’s rights and responsibilities to ensure compliance with the Act.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The Contractor must not delegate or authorize any third party to perform any examination under this Contract, unless otherwise expressly authorized to do so in advance by the State Program Manager and Contract Administrator (per Section 11 of the Standard Contract Terms and Schedule A – Statement of Work, Section 10).

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

No property holder or property holder’s related or affiliated entity, including but not limited to a parent, subsidiary, or management/fund company, may be examined more than once by the Contractor without the State Program Manager’s written authorization.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Delivery of Digital Assets, Securities or Securities-Related Property Digital Assets, Securities or Securities-Related Property must be transferred or delivered following the instructions provided in the Manual for Reporting Unclaimed Property which can be found at Manual for Reporting Unclaimed Property. Depository Trust Company (DTC) delivery must be used if a security issue is DTC eligible.

The Contractor must include with the billing invoice sent to the State Program Manager a separate digital asset/securities/stock/bond valuation report (“Valuation Report”) which may include the name and complete description of the digital asset/security/issue, name of transfer agent, date the property was delivered or transferred to Treasury’s Custodian, CUSIP number, number of coins or shares, valuation date, and method and source of the property valuation. The form, format, content, and media of the Valuation Report will be determined by the State Program Manager and may be revised at State Program Manager’s discretion. The valuation date used to compute the value of the digital assets/securities must be within three (3) business days preceding the date the property was transferred or delivered to Treasury’s Digital Asset Custodian or Securities Custodian.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Examination Reporting and Documentation The Contractor must maintain detailed examination work papers documenting all phases of the examination, examination results and all correspondence and communications with the property holder and the property holder’s agent. This documentation must be made available to the State Program Manager within 10 days of request.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The Contractor must provide all other additional, reasonably related services and documents when requested by the State Program Manager.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

At the discretion of the State Program Manager, payment of the Contractor’s fees may not be made on examination reports that do not contain all required information or reports not formatted to the correct specifications. Property must be coded with the applicable property code. The use of “other” or “miscellaneous” property code categories can be used only when no other property code is applicable.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The Contractor must notify the holder during the entrance conference that penalty and interest will be assessed on all examination findings.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

If there is a dispute between the Contractor and the holder or holder’s representative, the Contractor must notify the State Program Manager, and a meeting or conference call may be arranged with the State Program Manager to discuss and resolve the dispute.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bankruptcy Process: The Contractor must notify the State Program Manager in writing, within 30 calendar days, if a property holder becomes subject to bankruptcy protection. The Contractor’s written notification must include the date on which the bankruptcy was filed, the type of bankruptcy case, any related documents filed with the court, bankruptcy court in which the case was filed, and the unclaimed property amount, if known.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Streamlined Examination Process The Contractor must follow the examination process as outlined in Schedule A, Statement of Work, Sections 3.1. through 3.3., and implement the Streamlined Examination Process where applicable, pursuant to the Act (MCL - Section 567.251b - Michigan Legislature), promulgated rules, and in accordance with Generally Accepted Audit Standards (“GAAS”).

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must describe how they comply with the above requirements:

Remediation and Conclusion of Examination A remediation report and the Examination Report must be provided pursuant to the approved Promulgated Rules (of Audit Standards for Examinations under the Uniform Unclaimed Property Act (UUPA) MCL - Section 567.251 - Michigan Legislature).

The contents and format of the examination report will be determined by the State Program Manager, but may include examination time periods, property holder contracts, books and records examined, bank accounts, examination procedures and methodology, and detailed examination findings.

The Contractor must provide details to the State Program Manager for the development of a demand letter, which will be issued to the holder by the State Program Manager.

Upon receipt of property from the holder, the Contractor must provide the State Program Manager with an electronic copy of the final unclaimed property report in the National Association of Unclaimed Property Administrators (NAUPA) format.

The Contractor must deliver to the State Program Manager a separate original billing invoice (Schedule A, Section 14) for each approved examination; the content, format and media will be determined by the State Program Manager and is subject to revision.

The Contractor must deliver to the State Program Manager a Valuation Report for digital asset and securities-related property.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must describe how they comply with the above requirements:

Contractor’s final property report must not include unclaimed property in aggregate without the State Program Manager’s prior written approval.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Terminations and Reauthorizations The State Program Manager reserves the right to terminate an examination if the examination is not finished by the completion date.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The State Program Manager reserves the right to reauthorize an examination following a terminated examination, upon written request, to be determined on a case-by-case basis.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Contractor Assisted Self-Examination Upon prior written approval by the State Program Manager, the Contractor may assist and/or oversee the process whereby a holder performs a general ledger and/or securities self-examination. The Contractor does not generally take physical custody of the financial records of the holder and does not perform an examination of those records. The Contractor informs the holder of the requirements of the unclaimed property laws, details of the reporting requirements, provides the necessary information to the holder or holder’s agent regarding unclaimed property and the reporting process and provides other necessary guidance and assistance to the holder so that the holder can accurately perform a self-examination. Upon the holder’s completion of the self-examination, the Contractor must review the unclaimed property report and ensure the report and remittance are submitted to the Unclaimed Property division (UP) after it has been determined by the Contractor to be complete, in the proper format (Schedule A, Statement of Work, Section 3.5.1.) and in compliance with the Act and voluntary disclosure program.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The Contractor will only be compensated for the initial holder report submitted. A holder report is a report filed annually by businesses and organizations to identify, report, and remit unclaimed or abandoned property to States’ unclaimed property offices. Auditors submit holder reports at the conclusion of the examination. The Contractor will not be compensated for any work that it may perform for the holder in subsequent engagements and/or years. Any special circumstances in which subsequent work should be considered for compensation by the State will require prior written approval by the State Program Manager.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

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

Contractor must provide a description of conformance with the Digital Accessibility Standards by providing a completed Accessibility Conformance Report (ACR), such as an Information Technology Industry Council (ITIC) Voluntary Product Accessibility Template ( VPAT®), or equivalent for the Solution. If the Solution is comprised of multiple products, an ACR or VPAT must be provided for each product. In addition to the ACRs, Contractors may include a verification of conformance certified by an industry-recognized third-party. If the Contractor is including any third-party products in the Solution, Contractor must obtain and provide the third-party ACRs or VPATs as well.

Each ACR or VPAT must state how the product meets the specifications. All “Not Applicable” (N/A) responses must be fully explained. Contractor must address each standard individually and with specificity; and clarify whether conformance is achieved throughout the entire product (for example – user functionality, administrator functionality, and reporting), or only in limited areas. A description of the evaluation methods used to support conformance claims, including, if applicable, any third-party testing, must be provided. For each product that does not fully conform to the Digital Accessibility Standards, Contractor must provide detailed information regarding the plan to achieve conformance, including timelines.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must describe how they comply with the above requirements:

Transition End of Contract Conversion Responsibility: If the State terminates the Contract, for convenience or cause, or if the Contract is otherwise dissolved, voided rescinded, nullified, expires or rendered unenforceable, the Contractor agrees to comply with direction provided by the State to assist in the orderly transition of services and deliverables to the State or a third party designated by the State, if applicable. If the Contract expires or terminates, the Contractor agrees to make all reasonable efforts to affect an orderly transition of services and deliverables within a reasonable period of time that in no event will exceed 365 days. These efforts must include, but are not limited to, those listed in Section 26 of the Standard Contract Terms.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Acceptance Acceptance, Inspection, and Testing The State will use the following criteria to determine acceptance of the Services and Deliverables provided under the SOW and will be approved by the State Program Manager or Designee.

Examinations conducted by the Contractor must be in accordance with the Act and generally accepted auditing standards (Schedule A – Statement of Work, Sections 3.1. and 3.2.).

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Holder reports are submitted via electronic media in the nationally accepted National Association of Unclaimed Property Administrators (NAUPA) format (Schedule A – Statement of Work, Section 3.5.1 2.).

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The Contractor must include with the billing invoice sent to the State Program Manager a separate digital asset / securities / stock / bond valuation report (“Valuation Report”) per Schedule A – Statement of Work, Section 3.2.13).

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Final Acceptance The Contractor will direct holders or their transfer agents to deliver all cash and/or tangible assets to the Department of Treasury and digital assets and securities to UP’s designated custodian (Schedule A – Statement of Work, Section 3.2.13 and 3.5). Final acceptance will be determined by the State Program Manager or designee, when the State receives the National Association of Unclaimed Property Administrators (NAUPA) formatted report and corresponding property.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Staffing Contractor Representative The Contractor must appoint one individual, specifically assigned to State of Michigan accounts, that will respond to State inquiries regarding the Contract Activities, answering 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.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must identify its Contractor Representative’s name, phone, and email address:

Contract Administrator The Contract Administrator 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”):

Susan Watt-Smith 320 S. Walnut St.

Lansing, MI 48933 wattsmiths@michigan.gov 517-230-0535 Name Street Address City, State, Zip Email Phone

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

Terry Stanton 7285 Parsons Rd.

Dimondale, MI 48821 stantont@michigan.gov 517-230-0535 Name Street Address City, State, Zip Email Phone

Work Hours The Contractor must provide Contract Activities during the State’s normal working hours Monday – Friday, 7:00 a.m. to 6:00 p.m. EST and possible night and weekend hours depending on the requirements of the project.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Key Personnel See Schedule A - Attachment 1 Key Personnel for requirements related to the key personnel.

Non-Key Personnel The Contractor must notify the Contract Administrator at least 10-calendar days before removing or assigning non-key personnel.

Organizational Chart Bidder Response

Provide an overall organizational chart that details staff members, by name and title, and subcontractors.

Add your org chart here or insert the label or filename if you are adding it as a separate attachment.

Disclosure of Subcontractors If the Contractor intends to utilize subcontractors, the Contractor must disclose the following:

The legal business name; address; telephone number; a description of subcontractor’s organization and the services it will provide; and information concerning subcontractor’s ability to provide the Contract Activities.

The relationship of the subcontractor to the Contractor.

Of the total bid, the price of the subcontractor’s work.

Whether the Contractor has a previous working experience with the subcontractor. If yes, provide the details of that previous relationship.

A complete description of the Contract Activities that will be performed or provided by the subcontractor.

Geographically Disadvantaged Business Enterprise Sub-Contractors: If contractors plan to utilize subcontractors to perform more than 20% of the deliverables under this contract, at least 20% of that subcontracted work must be awarded to Michigan-based Geographically Disadvantaged Business Enterprises (GDBE). Contractor will submit a plan detailing all subcontractors to be used, including the percentage of the work to be done by each. Contractor must inform the State to the name and address of the GDBE, the percentage of the work they will complete, the total amount estimated to be paid to the GDBE and provide evidence for their qualifications as a GDBE. If Contractor cannot find GDBE subcontractors to meet this requirement they must provide reasoning and justification to receive an exemption from this requirement from the State. (Existing business relationships will not be an approved reason for this.)

GDBE definition: "Geographically Disadvantaged Business Enterprise" also known as GDBE, is a Michigan-based business that satisfies one or more of the following: (i) Is certified as a Michigan HUBZone Small Business Concern by the United States Small Business Administration. (ii) Has a principal place of business located within a Qualified Opportunity Zone within Michigan. (iii) More than half of its employees either work at a secondary location or have a principal residence located within a Qualified Opportunity Zone within Michigan, or both.

Additional information on GDBEs can be found here:

DTMB - Geographically Disadvantaged Business Enterprise Required Subcontractor information. Bidders must complete the table below for each anticipated subcontractor. Copy the table as many times as needed for each subcontractor. Complete the second table with the percentage of work that will be completed by all subcontractors involved.

The legal business name, address, telephone number of the subcontractor(s).

A description of subcontractor’s organization and the services it will provide and information concerning subcontractor’s ability to provide the Contract Activities.

The relationship of the subcontractor to the Bidder.

Is the subcontractor a GDBE?

Whether the Bidder has a previous working experience with the subcontractor.

A complete description of the Contract Activities that will be performed or provided by the subcontractor.

Of the total bid, the price of the subcontractor’s work.

Work performed by subcontractors

Total percentage of work that will be performed by subcontractors: Insert %

Total percentage of subcontracted work that will be performed by GDBE subcontractors: Insert %

Project Management Audit Plan The Contractor must provide a sample general ledger audit plan. The audit plan and the corresponding timeline or calendar must describe the following in detail:

Task list Responsible parties for each task Start and completion dates for each task Contractor’s project management approach, and discuss in detail any identifying methods, tools, and processes, intended for oversight and completion of the audit.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must explain how any anticipated issues / changes that arise will be conveyed to the State Program Manager, and include suggested resolutions or risk mitigation strategies to the issues:

Bidder must provide a sample general ledger audit plan as described above with their proposal:

Meetings The Contractor must attend the following meetings:

Within 60 days of the Effective Contract Date, the Contractor must attend a Kick-Off meeting with the Program Manager which may be in-person or by other means.

The Contractor must attend bi-annual meetings as determined by the Program Manager which may be in-person or by other means.

The Contractor must be available at reasonable times and on reasonable advance notice for in-person meetings with Program Manager, as well as phone calls, conference calls, e-mails and other communications as deemed necessary by Program Manager.

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

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

The requirement for an explanation has been removed.

Reporting Monthly Work-In-Progress Report The Contractor must provide a monthly work-in-progress report to the State Program Manager by the 15th day of the month. The Report must include but is not limited to holder Name, State of Incorporation, FEIN, Property Type, Last Activity Date, Status, Date of Notice of Commencement, Date NDA signed, and percentage of presence in Michigan. The form, format, content, and media of the work-in-progress report will be determined by the State Program Manager and may be revised at the State Program Manager’s discretion.

Valuation Report Submitted by the Contractor when having completed a securities-related examination. This report must be submitted with the audit report and include the following:

Itemized list of reportable properties Owner names, last-known addresses, and unique identifiers Dollar values for each property and any interest due Aggregate summaries for small-value holdings Detailed descriptions and account numbers Audit calculations, with clear exposition of valuation methods Reference to supporting source documents and records SOC 2 Type 2 Report No less than annually, and at no cost to the State, Contractor must conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to the State. SOC 2, type 2 or alternative.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must explain its reporting capabilities and any reporting that is included in its proposal:

Bidder must provide one (1) sample of a work-in-progress report in Excel format as attachments to this RFP. List file name here:

Bidder must provide one (1) sample of a Valuation report in Excel format as attachments to this RFP. List file name here:

Security Requirements Governing Security Standards and Publications The Department of Treasury’s information is an asset that must be protected from unauthorized disclosure, modification, use, or destruction. Prudent steps must be taken to ensure that its integrity, confidentiality, and availability are not compromised.

The Contractor must collect, process, store, and transmit Department of Treasury personal, confidential or sensitive data in accordance with the laws of the State of Michigan and the United State, including, but not limited to the following:

Revenue Act MCL 205 et seq.

The Michigan Identity Theft Protection Act, MCL 445.61 et seq;

The Michigan Social Security Number Privacy Act, MCL 445.82 et seq.

If the data consists of Federal Tax Information (FTI), the Contractor agrees to comply with the requirements identified in IRS Publication 1075’s Exhibit 7, Safeguarding Contract Language.

Data Security The Contractor has the responsibility to protect the confidentiality, integrity, and availability of Department of Treasury data they generate, access, modify, transmit, store, dispose of, or use in any capacity, irrespective of the medium on which the data resides, and regardless of format (such as in electronic, and non-electronic format). Each contracted individual may have to complete form 3337, Vendor, Contractor, or Subcontractor Confidentiality Agreement; (see Schedule A - Attachment 2) prior to gaining access to any Treasury data.

Incident Reporting The Contractor must notify the State Program Manager and Security and Data Risk Management (Treas_Security@michigan.gov) of any security incidents and/or breaches as soon as practicable but no later than 24 hours.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must describe how they comply with the above requirements:

Price Term Pricing is firm/fixed for the entire length of the Contract. The Contractor’s pricing must adhere to the Michigan Public Act 22 of 2025, Section 919, Subsection 1 (2025-PA-0022.pdf).

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

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

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

Ordering Authorizing Document The appropriate authorizing document for the Contract will be a signed Delivery Order (DO).

Invoice Requirements The Contractor must provide detailed invoices for services rendered which clearly outline the scope of billing.

All invoices submitted to the State must include: (a) date; (b) purchase order; (c) description of the Contract Activities; (e) unit price; (f) Non-Disclosure Agreement signature date between the Contractor and property holder); and (g) total price. Overtime, holiday pay, and travel expenses will not be paid.

If the invoice has Digital Assets, Securities or Securities-Related Property the Contractor must also include a separate digital asset/securities/stock/bond valuation report (“Valuation Report”) per Schedule A – Statement of Work, Section 3.2.13.

Invoices will be approved based upon completion of work and deliverables as identified in Schedule A – Statement of Work, Section 14. Payments will be made upon approval of the State Program Manager. All invoices must reflect actual work done.

The Contractor must make timely payments to all subcontractors without waiting for State payment of corresponding invoices.

The Contractor must allow 45 days from the date of receipt of accurate and complete invoices and backup for receipt of payment.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Payment Methods The State will make payment for Contract Activities via Electronic Funds Transfer (EFT).

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Required Functionality Relating to Data Retention, Disposal, and Retrieval The State has legal obligations to retain, dispose, and retrieve State Data along with obligations to manage and secure State Data. To meet these obligations, the Solution must allow the State to:

retain all data for the entire length of the Contract.

delete its data or request the deletion of its data, even data that may be stored offline or in backups.

transfer its data back to the State or to a new vendor or new solution.

transfer its data to the Archives of Michigan as may be required by a retention and disposal schedule.

retrieve data, even data that may be stored offline or in backups.

Except as otherwise stated in the Contract, Contractor will not dispose of, delete, or destroy State Data without the prior written approval of the State.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must review and explain how the data retention, disposal, and retrieval requirements will be met by the solution and describe its data management capabilities (storage limitations, duration, etc.). If the Solution does not allow the State to perform these activities itself, the bidder must explain how it will support the State’s compliance with these requirements.

Describe how you will comply with the requirement(s)

Liquidated Damages Late or improper completion of the Contract Activities will cause loss and damage to the State, and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, if there is late or improper completion of the Contract Activities the State is entitled to collect liquidated damages in the amount of $5,000.00 and an additional $100.00 per day for each day Contractor fails to remedy the late or improper completion of the Work.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Service-Level Agreement (SLA) The Contractor will be held accountable to meet the requirements and the service level requirements established in this Contract.

The State reserves the right to reconsider or amend SLA amounts for split awards should they occur.

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

Service Level Agreements for this Contract will be as follows:

$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.

Work-In-Progress Report (see Section 11.3.1.)

The Contractor must provide a monthly work-in-progress report to the Program Manager by the 15th day of the month. The Report must include but is not limited to holder Name, State of Incorporation, FEIN, Property Type, Last Activity Date, Status, Date of Notice of Commencement, Date NDA signed, and percentage of presence in Michigan. The form, format, content, and media of the work-in-progress report will be determined by Program Manager and may be revised at Program Manager’s discretion.

$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.

SOC 2 Type 2 Report (see Section 11.3.3.)

No less than annually, Contractor must conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to the State. SOC 2, type 2 or alternative.

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.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

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RFP 260000001881 Unclaimed Property Examination (Audit) Services 1 Schedule A – Attachment 1 – Key Personnel

1. Key Personnel The Contractor must appoint one (1) individuals who will be directly responsible for the day-to-day operations of the Contract (“Key Personnel”). Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquiries within two (2) business days.

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.