MA_230000001296_CN3_Fully_Executed.pdf

Revised 2/2019

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

Contract Number 230000001296.

C O

N T

R A

C T

O R

Employment Learning Innovations Inc.

S T

A T

E P ro g ra m M a n a g e r

Rochelle Prestage MDOS

2675 Paces Ferry Rd Ste 470 517.614.3828

Atlanta, GA 30339 PrestageR@Michigan.gov

Steve Paskoff

C o n tr a c t

A d m in is tr a to r Jonathon Khon MDOS

770.319.7999 517.241.3886 paskoff@eliinc.com KhonJ@Michigan.gov

CV0060240

STATE OF MICHIGAN PROCUREMENT

Department of State

430 W. Allegan Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Training materials to equip select staff from all areas of MDOS to prevent, detect, and correct inappropriate workplace behaviors.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

7/12/2023 11/6/2025 2, 1-year 11/6/2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 10 days

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

Delivery will be expected within 10 calendar days upon date of order 8 am and 5 pm. Delivery will be made to 1301 Sunset Blvd., Lansing, MI 48617, OR the designated location outlined on the authorizing document (DO).

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

☒ 1 year ☐ 11/6/2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$114,419.18 $21,075.00 $135,494.18

DESCRIPTION: Effective 8/14/2025 this Contract is increased by $21,075.00 for MDOS use. The State is exercising the first option year. The revised contract expiration date is 11/6/2026. Lastly, the Contractor Program Manager is updated to Kelli Christian, kchristian@eliinc.com, (770) 437-2444. All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

mailto:PrestageR@Michigan.gov

CHANGE NOTICE NO. 3 TO CONTRACT NO. 230000001296

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

Change Notice Number 2.

to

Contract Number 230000001296.

C O

N T

R A

C T

O R

Employment Learning Innovations Inc.

S T

A T

E

P ro g ra m M a n a g e r

Rochelle Prestage MDOS

2675 Paces Ferry Rd Ste 470 517.614.3828

Atlanta, GA 30339 PrestageR@Michigan.gov

Steve Paskoff

C o n tr a c t

A d m in is tr a to r Jonathon Khon MDOS

770.319.7999 517.241.3886 paskoff@eliinc.com KhonJ@Michigan.gov

CV0060240

STATE OF MICHIGAN PROCUREMENT

Department of State

430 W. Allegan Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Training materials to equip select staff from all areas of MDOS to prevent, detect, and correct inappropriate workplace behaviors.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

7/12/2023 11/6/2025 2, 1-year 11/6/2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

Delivery will be expected within 10 calendar days upon date of order 8 am and 5 pm. Delivery will be made to 1301 Sunset Blvd., Lansing, MI 48617, OR the designated location outlined on the authorizing document (DO).

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

$101,591.00 $12,828.18 $114,419.18

DESCRIPTION: Effective 3/31/2025 this Contract is increased by $12,828.18 for MDOS use. All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

CHANGE NOTICE NO. 2 TO CONTRACT NO. 230000001296

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Change Notice Number 1 .

to

Contract Number 230000001296.

C O

N T

R A

C T

R

Employment Learning Innovations

Inc.

S T

A

E

P ro g ra m M a n a g e r

Rochelle Prestage MDOS

2675 Paces Ferry Rd Ste 470

517.614.3828

Atlanta, GA 30339 PrestageR@Michigan.gov

Steve Paskoff

C o n tr a c t

A d m in is tr a to r Jonathon Khon MDOS

770.319.7999 517.241.3886 paskoff@eliinc.com KhonJ@Michigan.gov

CV0060240

STATE OF MICHIGAN PROCUREMENT

Department of State 430 W. Allegan Lansing, MI 48933

CONTRACT SUMMARY

DESCRIPTION: Training materials to equip select staff from all areas of MDOS to prevent, detect, and correct inappropriate workplace behaviors.

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

7/12/2023 11/6/2025 2, 1-year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

Delivery will be expected within 10 calendar days upon date of order 8 am and 5 pm. Delivery will be made to 1301 Sunset Blvd., Lansing, MI 48617, OR the designated location outlined on the authorizing document (DO).

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

$90,591 $11,000 $101,591 DESCRIPTION: Effective 5/23/2024 this Contract is increased by $11,000 for MDOS use. All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 230000001296 .

between

THE STATE OF MICHIGAN

and

C

N T

R A

C T

R

Employment Learning Innovations Inc.

S T

A

E

P ro g ra m

M a n a g e r

Rochelle Prestage MDOS

2675 Paces Ferry Rd Ste 470 517.614.3828

Atlanta, GA 30339 PrestageR@Michigan.gov

Steve Paskoff C o n tr a c t

A d m in is tr a to r Jonathon Khon MDOS

770.319.7999 517.241.3886 paskoff@eliinc.com KhonJ@Michigan.gov

CV0060240

CONTRACT SUMMARY

DESCRIPTION:

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

7/12/2023 11/6/2025 2, 1-year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

Delivery will be expected within 10 calendar days upon date of order 8 am and 5 pm. Delivery will be made to 1301 Sunset Blvd., Lansing, MI 48617, OR the designated location outlined on the authorizing document.

MISCELLANEOUS INFORMATION

Authorizing Document will be a Delivery Order (DO)

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $90,591.96

STATE OF MICHIGAN PROCUREMENT

430 W. Allegan Lansing. MI 48933

CONTRACT NO. 230000001296

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

FOR THE STATE:

Signature

Name & Title

Employment Learning Innovations Inc.

MDOS

Mich igan.gov/MiProcure ment

Version 2023-2 1 of 25

SCHEDULE A – STATEMENT OF WORK

CONTRACT ACTIVITIES

Master Agreement (MA) No. 230000001296

Civil Treatment Leadership Training Materials

BACKGROUND

The Michigan Department of State (MDOS) has a mission to serve the public. MDOS’ mission goals and values include fair and equitable treatment of both staff and customers, and providing diverse, inclusive, and respectful public and private spaces.

This requires the ability to identify, react appropriately to, and ultimately remove inappropriate workplace actions.

SCOPE

MDOS is seeking a learning partner that will provide licensed training participant material (required for participants of training done by certified MDOS Trainers) to train and equip select staff from all areas of the agency to prevent, detect, and correct inappropriate workplace behaviors.

REQUIREMENTS

1. General Requirements

1.1. Product Specifications

The Contractor must provide materials that contain the following:

A. The training material must include, at a minimum, the following subjects:

1) Harassment, both sexual and discriminatory.

a. How verbal and/or physical conduct could be harassment and/or illegal.

b. The difference between discrimination and harassment.

c. Develop a clear understanding what may constitute discriminatory or sexual harassment.

d. Legal issues related to harassment.

2) Manager’s responsibilities

a. Requirements for leaders when facing complaints of harassment or discrimination.

b. Legal requirements and ramifications when receiving and acting on complaints of harassment or discrimination.

c. Materials will ensure Managers understand their “Duty to Act” when facing complaints of harassment and discrimination. Learning Points will include but are not limited to:

• All forms of harassment and inappropriate behavior require management intervention.

• Inaction implies that harassment is not a serious business issue and/or that the organization condones the behavior.

• Documentation may be inadequate without getting help.

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• Violations of the law and/or policy supersede the trust and bond between a manager and employee.

3) Abusive behavior vs. illegal behavior

a. Actions and behaviors that may cost you your job and which ones may cost you much more.

b. How to respond to accusations of abusive and/or illegal behavior on your team.

c. How to prevent employees from engaging in abusive and/or illegal behavior.

d. Training contains simulations and case studies through facilitation that will help managers understand that actions and behaviors may not only cost them their jobs but could go into further personal liability. Material will include but are not limited to:

• Bullying behavior is not an effective or acceptable management style or performance management method.

• Behavior that is not illegal may still harm the workplace environment and put the organization at risk.

• have a responsibility to address inappropriate workplace behaviors.

4) Inappropriate workplace conversations

a. What do you do when everyone else finds it funny, but you are uncomfortable?

b. Legal issues with inappropriate workplace conversations.

c. Simulations of potentially inappropriate workplace conversations

• Inappropriate mutual banter may negatively impact the work environment.

• Managers must act on inappropriate behavior even if no one appears offended.

• Employees should speak up directly to their colleagues about inappropriate behavior if they are comfortable doing so.

5) Speaking up about workplace concerns

a. Activities protected under the law.

b. How to respond if you think you have been retaliated against.

c. What constitutes retaliation.

d. Understanding the difference between retaliation and accountability.

e. Sexual harassment involves unwelcome sexual advances, requests for sexual favors, or other related conduct that a reasonable person would consider intimidating, hostile, or abusive.

f. Inappropriate comments and actions may taint the legitimacy of business decisions.

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g. Retaliation occurs when an employee is disciplined or fired or the person(s) employment is adversely affected because the person(s) raised a complaint, participated in an investigation, or took legal action.

h. Leaders should never take adverse action against an employee for raising a complaint in good faith.

6) Electronic communications / social media use

a. How social media impact the workplace?

b. How to address employee behaviors on social media – what is legally permissible and what is not.

• MDOS will work with the Contactor to share the social media policy to determine what is and is not permitted.

7) Hostile work environment

a. How to spot a toxic work environment.

• Learning points included but not limited to definitions and explanations of Hostile Work Environments. Behaviors that may fall under Contractors “Uncivil Behavior Triangle” can lead to a toxic work environment. Contractor will give the opportunity to discuss behaviors that contribute to toxic work environments and what to do to contribute to a values-based culture.

8) Help! When to ask for assistance

• “Get Help” is a component of Civil Treatment and will be reinforced throughout the training material.

9) Proper documentation of behaviors for fair and legal accountability

• The training will go into detail effective documentation, components of effective documents, and why documentation is important but why documentation alone might not be enough to change behavior.

This will allow proper documentation of behaviors to ensure a fair and legally accountable culture.

10) Going to court

a. Tactics and questions that attorneys will use in a harassment lawsuit?

b. The consequences of not knowing or ignoring employment law.

c. Become comfortable in the courtroom by engaging in simulated courtroom activities or viewing and discussing actual courtroom activities.

• This will include a courtroom simulation with a cross examination that will illustrate tactics and questions that attorneys might use in a harassment suit.

• The consequences of ignoring law while becoming comfortable in the courtroom by engaging in simulated courtroom activities or viewing and discussing actual courtroom activities.

B. An option to offer a refresher training and material is required. The need will be determined by Department of State senior leadership.

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• Contractor will take a consultative approach to ensure that the refresher content aligns with State objectives.

1.2. Transition

A. Post-Contract Transition: must be sent within 45 days after expiration of contract.

Any invoices received after 45 days will result in a non-payment of invoice.

2. Service Requirements

2.1. Timeframes

All Contract Activities must be delivered within 10 business days from receipt of order.

The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

2.2. Delivery

Delivery will be expected within 10 calendar days upon date of order 8 am and 5 pm.

Delivery will be made to 1301 Sunset Blvd., Lansing, MI 48617, OR the designate location outlined on the authorizing document.

2.3. Meetings

The Contractor must attend the following meetings:

The State may request other meetings as it deems appropriate.

3. Staffing

3.1. Contractor Representative

The Contractor must appoint an Account Manager specifically assigned to State of Michigan accounts who will respond to State inquiries regarding the Contract Activities within 24 hours, answer questions related to ordering and delivery, etc. (the “Contractor Representative”).

The Contractor must notify the Contract Administrator at least 5 calendar days before removing or assigning a new Contractor Representative.

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3.2. Organizational Chart

3.3. Customer Service Toll-Free Number

The Contractor must specify its toll-free number for the State to contact the Contractor Representative who must be available for calls during the hours of 8 am to 5 pm EST Monday through Friday, at a minimum. Identify customer service availability for this proposal by hours and days of the week.

800.497.7654

3.4. Disclosure of Subcontractors

Subcontractors will not be utilized.

3.5. Security

The Contractor will be subject the following security procedures:

The Contractor must explain any additional security measures in place to ensure the security of State facilities.

The Contractor’s staff may be required to make deliveries to or enter State facilities. The State may require the Contractor’s personnel to wear State issued identification badges.

The Contractor must: (a) explain how it intends to ensure the security of State facilities,

(b) whether it uses uniforms and ID badges, etc., (c) identify the company that will perform background checks, and (d) the scope of the background checks.

4. Pricing

4.1. Price Term

Pricing is firm for the entire length of the Contract.

4.2. Price Changes

Version 2023-2 6 of 25

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.

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.

5. Ordering

5.1. Authorizing Document

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

5.2. Order Verification

The Contractor must have internal controls to verify abnormal orders and to ensure that only authorized individuals place orders.

6. Delivery

6.1. Delivery Programs

The Contractor will be utilizing UPS as the transportation method for participant materials. If materials need to be provided virtually, they will be delivered through a State approved file sharing resource.

6.2. Packaging and Palletizing

Packaging must be optimized to permit the lowest freight rate. Shipments must be palletized whenever possible using manufacturer's standard 4-way shipping pallets.

7. Acceptance

7.1. Final Acceptance

Payment will serve as final acceptance.

8. Invoice and Payment

8.1. 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.

8.2. Payment Methods

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

8.3. Procedure

Contractor must send invoices to MDOS-SOS-Paymentprocess@Michigan.gov.

Payment will be made upon the Project Manager’s acceptance of the services rendered.

9. Service-Level Agreements (SLAs) mailto:MDOS-SOS-Paymentprocess@Michigan.gov

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A. The Contractor will be held accountable to meet the requirements and the service level requirements established in this Contract.

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

C. Please Note: Should bidders require clarification or have any questions regarding 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:

SLA Metric 1. Timely Deliveries

Definition and Purpose

All training material must be delivered on time unless prior approval by State Program Manager or designee in writing.

Acceptable Standard

1. All training material must be delivered in accordance with the authorizing document.

2. Extenuating circumstances must be communicated by the Contractor to the Program Manager prior to the scheduled delivery date and time.

The acceptable standard is 100% compliance.

Credit Due for Failing to Meet the Service Level Agreements

1. $100.00 for noncompliance (first offense)

2. $100.00 (second offense)

3. $500.00 (third offense)

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.

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SCHEDULE B - PRICING

Master Agreement (MA) No. 230000001296

Civil Treatment Leadership Training Materials

Deliverable Cost

1 CTWL (Web based) Materials for MDOS Facilitator to train MDOS Leaders.

$95/kit

50 estimated participants

Total $4,750

2 CTWE (Web based) Materials for MDOS Facilitator to train MDOS Employees.

$45/kit

700 estimated participants

Total $31,500

3 CTWL (In person) Materials for MDOS Facilitator to train MDOS Leaders.

$105/kit

175 estimated participants

Total $18,375

3.1 Shipping 108 Kits $128.28

3.2 Shipping 215 Kits $213.80

4 CTWE (In person) Materials for MDOS Facilitator to train MDOS Employees

$50/kit

700 estimated employees

Total $35,000

4.1 Shipping 700 Kits $598.64

4.2 Shipping 1,400 Kits $1,026.24

Total Cost $90,591.96

Kits can be ordered in any quantity; contractor must provide a quote.

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STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Employment Learning Innovations, Inc. (“Contractor”), a Georgia Corporation. This Contract is effective on July 13, 2023 (“Effective Date”), and unless terminated, will expire on November 21, 2025 (the “Term”).

This Contract may be renewed for up to 2 additional 1-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

Duties of Contractor. Contractor must perform the services and provide the deliverables (the “Contract Activities”) described in a Statement of Work; the initial Statement of Work is attached as Schedule A – Statement of Work. An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities unless otherwise specified in a Statement of Work.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract;

(g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (i) comply with all State physical and IT security policies and standards which will be made available upon request; and (j) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever contacting the State.

Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail

Version 2023-2 10 of 25 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.

Shannon Mapp

2675 Paces Ferry Rd SE, Atlanta, GA 30339 smapp@eliinc.com 336.655.6218

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:

Jonathon Khon

430 W. Allegan

Lansing, MI, 48933

KhonJ@Michigan.gov

517.241.3886

Steve Paskoff

2675 Paces Ferry Rd SE

Atlanta, GA 30339 paskoff@eliinc.com

770.319.7999

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:

Rochelle Prestage

430 W. Allegan

Lansing, M, 48933

PrestageR@Michigan.gov

517.614.3828

Josh Ford

2675 Paces Ferry Rd SE

Atlanta, GA 30339 jford@eliinc.com

312.505.4379

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

Insurance Requirements.

mailto:KhonJ@Michigan.gov mailto:paskoff@eliinc.com mailto:jford@eliinc.com

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a. General Requirements. Contractor, at its sole expense, must maintain the insurance coverage as specified herein for the duration of the Term. Minimum limits may be satisfied by any combination of primary liability, umbrella or excess liability, and self-insurance coverage. To the extent damages are covered by any required insurance, Contractor waives all rights against the State for such damages. Failure to maintain required insurance does not limit this waiver.

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

c. Primary and Non-Contributory Coverage. All policies for which the State of

Michigan is required to be named as an additional insured must be on a primary and non-contributory basis.

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

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

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

Effective Date of this Contract.

e. Proof of Insurance

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

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

(3) Insurance certificates must be in the form of a standard ACORD Insurance

Certificate unless otherwise approved by DTMB Enterprise Risk

Management.

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

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

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

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

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

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.

Coverage must not have exclusions or limitations related to sexual abuse and molestation liability.

Automobile Liability Insurance

If a motor vehicle is used in relation to the Contractor's performance, the Contractor must have vehicle liability insurance on the motor vehicle for bodily injury and property damage as required by law.

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

Privacy and Security Liability (Cyber Liability) Insurance

Minimum Limits:

$1,000,000 Each Occurrence

$1,000,000 Annual Aggregate

Contractor must have their policy cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

Professional Liability (Errors and Omissions) Insurance

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Required Limits Additional Requirements

Minimum Limits:

$2,000,000 Each Occurrence

$2,000,000 Annual Aggregate

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.

Reserved

Reserved

Relationship of the Parties. The relationship between the parties is that of independent contractors. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

Intellectual Property Rights.

10.1 ELIis the owner of the fair employment practice program or programs that are the subject of this Agreement (collectively, “the Program”). The “Program Materials” consist of ELI’s unique, proprietary property including DVDs, participants' manuals, instructional methods and materials, reference materials, software applications, source codes, and printed information obtained from software applications (excluding plug-ins, runtime engines, etc. that are licensed from third party sources), which ELI developed and which are and shall remain its exclusive intellectual property. Michigan.gov/MiProcurement Version 2022-4 Page 5 of 16

10.2. ELI grants to the State a limited, non-exclusive, and non-transferable right and license to use the Program and the Program Materials for internal employee-training purposes.

10.3. It is understood and expressly agreed that the Program and any specific modifications developed for the State, along with any copies of the Program

Materials, in any form, including hard copy or electronic format (i.e. software), whether created by ELI or by the State, are and shall remain ELI's exclusive, copyrighted and proprietary property, and the State has no ownership interest of any kind in them, with the exception that the State retains full ownership of any materials that the State provides to ELI in connection with modifying the Program for use by the State (e.g., the State policies, logos, etc.). The State agrees not to

Version 2023-2 14 of 25 challenge the legitimacy of ELI's copyrights or trademarks regarding any and all components of the Program. If for any reason, the State or its officers, directors, employees or agents acquire or may be deemed to have acquired any rights in the intellectual property of ELI, the State agrees that it will execute such acknowledgements, grants and assignments of rights, including all copyrights, in and to intellectual property of ELI as ELI may request for the purpose of evidencing, enforcing, registering or defending its worldwide ownership of such intellectual property.

10.4. The State warrants and agrees to take the following steps to protect the integrity of

ELI's property:

a) The Program shall be presented to the State employees only; Program Materials will not be used by, loaned to, or otherwise made available to personnel of other organizations or entities unless the State has first obtained the express written authorization of an officer of ELI.

b) The State acknowledges that Program Materials have been designed for use by individual participants in the Program and for subsequent reference by those participants. Program Materials are licensed only for individual use and may not be shared. Program Materials may not be used by a group of participants or housed in an area where multiple people may have access to them (such as a library), except that the Intranet version of any computerbased portion of the Program may be stored on the State’s Intranet so long as access is limited by the State to those who complete that portion of the Program.

c) It shall be a violation of this Agreement for any of the Program Materials to be delivered, duplicated or in any way used outside the context of the Program.

Should the State seek to use Program Materials for any other purposes, it must obtain permission in writing from an officer of ELI.

d) The quality and effectiveness of the Program depend upon the proper use of instructional methods and the Program Materials. Only instructors certified by ELI according to its standards and in its good-faith discretion and employed by the

State may present the Program unless other instructors are supplied by ELI to the State. As a condition of certification, instructors must execute an individual licensing agreement with ELI, the terms and conditions of which to be determined by ELI. Michigan.gov/MiProcurement Version 2022-4 Page 6 of 16

e) Instructor-participant interaction is crucial to the Program. Therefore, the State will not teach the Program with a non-certified instructor, record the Program, or show a previously videotaped session of the Program to class participants without the express written authorization of an officer of ELI.

f) Each participant in a classroom-based training program is required to have a participant manual. Should the State present the Program or any part of the

Program without use of required participant materials, it will be liable to ELI for the applicable per-participant charge for each participant who did not receive such materials.

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g) Each participant in an on-line based training program is required to have his or her own license for use of the on-line program. Should the State employees share a license, the State will be liable to ELI for the applicable per participant charge for each participant who did not receive his or her own license.

h) With regard to any Intranet version of the Program, the State shall be solely responsible for all access to and use of the Program, including all access codes, log-ons and passwords used. The State agrees to establish commercially reasonable controls and to supervise and safeguard the State’s computer hardware and software systems to prevent unauthorized use by others. The State will report any violations to ELI and cooperate with ELI in the enforcement of this Agreement. The State will maintain records of the number of participants using

Intranet versions of the Program and will provide this information to ELI upon request.

i) The State will not remove or obscure any copyright, trademark, or other notice from the Program.

j) The State's obligation to protect ELI's intellectual property in accordance with the provisions set forth in this Agreement shall survive and remain in full force and effect following the completion or termination of this Agreement.

k) Except as expressly authorized by this Agreement, the State may not copy, prepare derivative works, distribute without authorization, transmit, display, perform, rent, alter, sublicense, store for subsequent use, disassemble, reverse engineer the Program code, or otherwise use Program Materials, in whole or in part, for any purpose. Violation of the terms of this Agreement regarding the use or duplication of the Program or Program Materials would constitute a material breach of this license justifying the termination of the State’s right to use Program

Materials.

l) All rights to the Program Materials now or hereafter known, developed or in existence, and whether or not competitive with the rights granted in this Agreement, that are not specifically granted to the State are reserved to ELI in all forms of media throughout the world.

Subcontracting. Except with respect to program facilitators, Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

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

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Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub.

1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, or as may be specified in a Statement of Work, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State.

Change of Control. Contractor will notify the State, within 30 days of any public announcement or otherwise once legally permitted to do so, of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

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

Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in a Statement of Work. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 24, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the

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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.

Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the State premises with transportation and handling charges paid by Contractor, unless otherwise specified in a Statement of Work. All containers and packaging become the State’s exclusive property upon acceptance.

Reserved

Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in a Statement of Work. If the Contract Activities do not function as warranted during the warranty period, the State may return such non-conforming Contract Activities to the Contractor for a full refund.

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 http://www.michigan.gov/SIGMAVSS

Version 2023-2 18 of 25 right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

Excluding federal government charges and terms, Contractor warrants and agrees that each of the fees, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent fees, economic or product term or warranty being offered to any commercial or government customer (including any public educational institution within the State of Michigan) of Contractor. If Contractor enters into any arrangements with another customer of Contractor to provide the products or services, available under this Contract, under more favorable prices, as the prices may be indicated on Contractor’s current U.S.

and International price list or comparable document, then this Contract will be deemed amended as of the date of such other arrangements to incorporate those more favorable prices, and Contractor will immediately notify the State of such fee and formally memorialize the new pricing in a change notice.

Service Level Agreement. In lieu of liquidated damages, the parties have elected to use the Service-Level Agreement (SLA) process laid out in “Schedule A – Statement of Work Contract Activities, Paragraph 9: Service-Level Agreement (SLA)” to hold the Contractor accountable to the requirements and the service level requirements established in this Contract.

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

Termination for Cause. (a) The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (i) endangers the value, integrity, or security of any facility, data, or personnel; (ii) becomes insolvent, Michigan.gov/MiProcurement Version 2022-4 Page 9 of 16 petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (iii) engages in any conduct that may expose the State to liability; (iv) breaches any of its material duties or obligations under this Contract; or (v) fails to cure a breach within the time stated by the State in a notice of breach, if in its sole discretion the State has chosen to provide a time to cure. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material. The State may terminate this Agreement, in whole or in part, for convenience and without cause at any time upon ten (10) days’ prior written notice to ELI. In such event, the State shall be liable to pay to ELI the charges for the terminated Services performed up to the date of termination. ELI may terminate this Agreement based upon the State’s breach of the Agreement, provided that ELI provides ten (10) days’ written notice to the State of the basis for such notice and the breach is not cured by the State within ten (10) days’ of the notice. Upon such termination of this Agreement by ELI, the State shall be liable to pay to ELI the charges for all Services performed prior to the date of the

Version 2023-2 19 of 25 termination. Upon termination of the Agreement for any reason or for no reason, any Program Materials that have not been distributed to individual participants shall be returned to ELI. Any termination of this Agreement by either party is without prejudice to any other rights either party may have under this Agreement or otherwise. Contractor must promptly reimburse to the State any fees prepaid by the State prorated to the date of such termination, including any prepaid fees.

Reserved

Reserved

Return of State Property. Upon termination or expiration of this Contract for any reason, Contractor must take all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to the Contractor by any entity, agent, vendor, or employee of the State.

Indemnification. ELI agrees to indemnify, defend and hold harmless the State and its respective officers, directors, employees, agents, successors and assigns from and against any and all losses arising from any of the following: Any third-party claim of infringement or misappropriation of intellectual property rights alleged to have occurred because of Program Materials provided by ELI or based upon performance of the Services by ELI; or Michigan.gov/MiProcurement Version 2022-

4 Page 10 of 16 Any claim arising out of any willful misconduct of ELI’s personnel or subcontractors. Notwithstanding the above, nothing in this Agreement is intended to indemnify the State or create any liability on behalf…