STATE OF MICHIGAN
ENTERPRISE PROCUREMENT
Department of Technology, Management, and Budget
320 S. Walnut Street 2nd Floor Lansing, MI 48933
P.O. BOX 30026 LANSING, MICHIGAN 48909
CONTRACT CHANGE NOTICE
CONTRACT SUMMARY
Operational Consulting Services – Prequalification Program
INITIAL EFFECTIVE DATE
INITIAL EXPIRATION DATE
INITIAL AVAILABLE OPTIONS
EXPIRATION DATE
BEFORE
February 28, 2023
February 27, 2025
3 - 12 Months
February 27, 2025
PAYMENT TERMS
DELIVERY TIMEFRAME
ALTERNATE PAYMENT OPTIONS
EXTENDED PURCHASING
MINIMUM DELIVERY REQUIREMENTS
N/A
P-Card
Direct Voucher (PRC)
Other
Yes
No
30 Rockefeller Plaza
New York NY 10112
Hariharan Murthy
212-313-2986
hamurthy@deloitte.com
CV0001354
DELOITTE CONSULTING LLP
CONTRACTOR
Adam Ashley
(517)-855-1376
DTMB
Various
Various
ashleya2@michigan.gov
Contract
Administrator
Program
Manager
STATE
N/A
Net 45
Change Notice Number
1
Contract Number
MA230000000170
to
DESCRIPTION OF CHANGE NOTICE
OPTION
EXTENSION
LENGTH OF OPTION
LENGTH OF EXTENSION
REVISED EXP. DATE
CURRENT VALUE
VALUE OF CHANGE NOTICE
ESTIMATED AGGREGATE CONTRACT VALUE
$0.00
$0.00
$0.00
DESCRIPTION
Effective September 6th, 2024, the State Contract Administrator has been updated to Adam Ashley.
Email: ashleya2@michigan.gov
Phone: (517)-855-1376
All other terms, conditions, specifications and pricing remain the same. Per Contractor and agency
agreement, and DTMB Central Procurement Services approval.
AGENCY
NAME
PHONE
EMAIL
DTMB
Adam Helm
517-243-3974
helma3@Michigan.gov
DTMB
Heather Frick
517-243-6727
frickh2@michigan.gov
DTMB
Bethany Preston
517-241-7932
PrestonB2@michigan.gov
MDHHS
Pratin Trivedi
517-334-6560
TrivediP@michigan.gov
EGLE
Kara Cook
517-898-3963
Cookk20@michigan.gov
Program Managers
for
Multi-Agency and Statewide Contracts
CHANGE NOTICE NO. 1 TO CONTRACT NO. MA230000000170
NOTICE OF CONTRACT
NOTICE OF CONTRACT NO.
230000000170
.
between
THE STATE OF MICHIGAN
and
CONTRACTOR
Deloitte Consulting LLP
STATE
Program
Manager
Adam Helm
DTMB
30 Rockefeller Plaza
517-243-3974
New York, NY 10112
HelmA3@michigan.gov
Hariharan Murthy
Contract
Administrator
Jordana Sager
DTMB
212-313-2986
517-249-0481
hamurthy@deloitte.com
SagerJ2@michigan.gov
CV0001354
CONTRACT SUMMARY
DESCRIPTION: Operational Consulting Services – Prequalification Program
INITIAL EFFECTIVE DATE
INITIAL EXPIRATION DATE
INITIAL AVAILABLE
OPTIONS
EXPIRATION DATE BEFORE
CHANGE(S) NOTED BELOW
February 28, 2023
February 27, 2025
Three, one-year
February 27, 2025
PAYMENT TERMS
DELIVERY TIMEFRAME
Net 45
ALTERNATE PAYMENT OPTIONS
EXTENDED PURCHASING
☐
P-card
☐
Payment Request (PRC)
☐
Other
☒
Yes
☐
No
MINIMUM DELIVERY REQUIREMENTS
MISCELLANEOUS INFORMATION
THIS IS NOT AN ORDER: The Contract is awarded based on the State’s inquiry bearing Request for
Proposal number 220000002701
.
Orders for delivery will be issued directly by the Department through a
Delivery Order (DO).
ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION
$0.00
STATE OF MICHIGAN PROCUREMENT
Department of Technology, Management, and Budget
320 S. Walnut St., Lansing, MI 48933
PO Box 30026, Lansing, MI 48909
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
2
of
39
CONTRACT NO
. 230000000170
FOR THE CONTRACTOR:
Deloitte Consulting LLP
Company Name
Authorized Agent Signature
Authorized Agent
(Print or Type)
Date
FOR THE STATE:
Signature
Katie McFarland, Category Specialist
Name & Title
DTMB – Central Procurement Services
Agency
Date
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
3
of
39
STANDARD CONTRACT TERMS
This STANDARD CONTRACT (“
Contract
”) is agreed to between the State of Michigan
(the “
State
”)
and Deloitte Consulting LLP (“
Contractor
”), a Delaware Limited Liability
Partnership. This Contract is effective on February 28, 2023 (“
Effective Date
”), and
unless terminated, expires on February 27, 2025.
This Contract may be renewed for up to three additional one-year period(s). Renewal is
at the sole discretion of the State and will automatically extend the Term of this
Contract. The State will document its exercise of renewal options via Contract Change
Notice.
The parties agree as follows:
Duties of Contractor.
Contractor must perform the services and provide the
deliverables described in
Schedule A – Statement of Work
(the “
Contract
Activities
”). 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 Schedule A.
Contractor must: (a) perform the Contract Activities in a timely, professional, safe,
and workmanlike manner consistent with standards in the trade, profession, or
industry; (b) meet or exceed the performance and operational standards, and
specifications of the Contract; (c) provide all Contract Activities in good quality, with
no material defects; (d) not interfere with the State’s operations; (e) obtain and
maintain all necessary licenses, permits or other authorizations necessary for the
performance of the Contract; (f) cooperate with the State, including the State’s quality
assurance personnel, and any third party to achieve the objectives of the Contract;
(g) return to the State any State-furnished equipment or other resources in the same
condition as when provided when no longer required for the Contract; (h) assign to
the State any claims resulting from state or federal antitrust violations to the extent
that those violations concern materials or services supplied by third parties toward
fulfillment of the Contract; (i) comply with all State physical and IT security policies
and standards which will be made available upon request; and (j) provide the State
priority in performance of the Contract except as mandated by federal disaster
response requirements. Any breach under this paragraph is considered a material
breach.
Contractor must also be clearly identifiable while on State property by wearing
identification issued by the State, and clearly identify themselves whenever making
contact with the State.
Notices.
All notices and other communications required or permitted under this
Contract must be in writing and will be considered given and received: (a) when
verified by written receipt if sent by courier; (b) when actually received if sent by mail
without verification of receipt; or (c) when verified by automated receipt or electronic
logs if sent by facsimile or email.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
4
of
39
If to State:
If to Contractor:
See Contract Administrator information
shown below.
Hariharan Murthy
106 W Allegan Street, Suite 400
Lansing, MI 48933
hamurthy@deloitte.com
212-313-2986
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:
Jordana Sager
320 S. Walnut St.
Lansing, MI, 48933
SagerJ2@michigan.gov
517-249-0481
Hariharan Murthy
106 W Allegan Street, Suite 400
Lansing, MI 48933
hamurthy@deloitte.com
212-313-2986
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:
Adam Helm
320 S Walnut St.
Lansing, MI 48933
HelmA3@michigan.gov
517-243-3974
Amanda Harris
106 W Allegan Street, Suite 400
Lansing, MI 48933
amaharris@deloitte.com
312-203-6475
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 Schedule A – Statement of Work) if, in the opinion of the State, it will ensure
performance of the Contract.
Insurance Requirements.
See Schedule C.
Administrative Fee and Reporting.
Contractor must pay an administrative fee of
1% on all payments made to Contractor under the Contract including transactions
with the State (including its departments, divisions, agencies, offices, and
commissions), MiDEAL members, and other states (including governmental
subdivisions and authorized entities). Administrative fee payments must be made
online by check or credit card at:
https://www.thepayplace.com/mi/dtmb/adminfee
Contractor must submit an itemized purchasing activity report, which includes at a
minimum, the name of the purchasing entity and the total dollar volume in sales.
Reports should be mailed to MiDeal@michigan.gov.
The administrative fee and purchasing activity report are due within 30 calendar days
from the last day of each calendar quarter.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
5
of
39
Extended Purchasing Program.
This contract is extended to MiDEAL members.
MiDEAL members include local units of government, school districts, universities,
community colleges, and nonprofit hospitals. A current list of MiDEAL members is
available at
www.michigan.gov/mideal
.
Upon written agreement between the State and Contractor, this contract may also be
extended to: (a) other states (including governmental subdivisions and authorized
entities) and (b) State of Michigan employees.
If extended, Contractor must supply all Contract Activities at the established Contract
prices and terms. The State reserves the right to impose an administrative fee and
negotiate additional discounts based on any increased volume generated by such
extensions.
Contractor must submit invoices to, and receive payment from, extended purchasing
program members on a direct and
individual basis.
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.
If Schedule A, Statement of Work, requires Contractor
to create any intellectual property, Contractor hereby acknowledges that the State is
and will be the sole and exclusive owner of all right, title, and interest in the Contract
Activities and all associated intellectual property rights, if any. Such Contract
Activities are works made for hire as defined in Section 101 of the Copyright Act of
1976. To the extent any Contract Activities and related intellectual property do not
qualify as works made for hire under the Copyright Act, Contractor will, and hereby
does, immediately on its creation, assign, transfer and otherwise convey to the State,
irrevocably and in perpetuity, throughout the universe, all right, title and interest in
and to the Contract Activities, including all intellectual property rights therein.
Contract Activities including Software.
If Contractor is providing Contract Activities
that require the use of Contractor Software, the following terms apply:
a. License Grant by Contractor
: Contractor hereby grants to the State,
exercisable by and through its Authorized Users, a nonexclusive, royalty-free,
irrevocable right and license during the Term and such additional periods, if any,
as Contractor is required to provide Contract Activities under this Contract or
any Statement of Work, to: (a) access and use the Software, including in
operation with other software, hardware, systems, networks and services, for the
State’s business purposes, including for processing State Data; (b) generate,
print, copy, upload, download, store and otherwise process all GUI, audio,
visual, digital and other output, displays and other content as may result from
any access to or use of the Software; (c) prepare, reproduce, print, download
and use a reasonable number of copies of the Documentation for any use of the
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
6
of
39
Software under this Contract; and (d) access and use the Software for all such
non-production uses and applications as may be necessary or useful for the
effective use of the Contract Activities hereunder, including for purposes of
analysis, development, configuration, integration, testing, training, maintenance,
support and repair, which access and use will be without charge and not
included for any purpose in any calculation of the State’s or its Authorized Users’
use of the Software, including for purposes of assessing any Fees or other
consideration payable to Contractor or determining any excess use of the
Software as described below.
b. License Restrictions on the State
. The State will not: (a) rent, lease, lend, sell,
sublicense, assign, distribute, publish, transfer or otherwise make the Software
available to any third party, except as expressly permitted by this Contract or in
any Statement of Work; or (b) use or authorize the use of the Software or
Documentation in any manner or for any purpose that is unlawful under
applicable law.
c. Use by the State
. The State will pay Contractor the corresponding Fees set
forth in a Statement of Work or Pricing Schedule for all Authorized Users access
and use of the Software. Such Fees will be Contractor’s sole and exclusive
remedy for use of the Software, including any excess use.
d. Certification by the State to the Contractor, if applicable
. To the extent that
a License granted to the State is not unlimited, Contractor may request written
certification from the State regarding use of the Software for the sole purpose of
verifying compliance with the Contract. Such written certification may occur no
more than once in any 24 month period during the Term of the Contract. The
State will to respond to any such request within 45 calendar days of receipt. If
the State’s use is greater than contracted, Contractor may invoice the State for
any unlicensed use (and related support) pursuant to the terms of this Contract
at the rates set forth in Schedule B, and the unpaid license and support fees
shall be payable in accordance with the terms of the Contract. Payment under
this provision shall be Contractor’s sole and exclusive remedy to cure these
issues.
e. Definitions
.
(1) “
Software
” means Contractor’s software as set forth in a Statement of Work,
provided to the State that is necessary for use of the Contract Activities.
(2) “
Documentation
” means all user manuals, operating manuals, technical
manuals and any other instructions, specifications, documents or materials,
in any form or media, that describe the functionality, installation, testing,
operation, use, maintenance, support, technical or other components,
features or requirements of the Software or Contract Activities.
(3)
“Authorized Users”
means all persons authorized by the State to access
and use the Software or Contract Activities under this Contract.
Subcontracting.
Contractor may not delegate any of its obligations under the
Contract without the prior written approval of the State. Contractor must notify the
State at least 90 calendar days before the proposed delegation and provide the
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
7
of
39
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 by providing a notice to Contractor.
Background Checks.
Pursuant to Michigan law, all agencies subject to IRS Pub.
1075 are required to ask the Michigan State Police to perform fingerprint
background checks on all employees, including Contractor and Subcontractor
employees, who may have access to any database of information maintained by the
federal government that contains confidential or personal information, including, but
not limited to, federal tax information. Further, pursuant to Michigan law, any agency
described above is prohibited from providing Contractors or Subcontractors with the
result of such background check. For more information, please see Michigan Public
Act 427 of 2018. Upon request, or as may be specified in Schedule A, Contractor
must perform background checks on all employees and subcontractors and its
employees prior to their assignment. The scope is at the discretion of the State and
documentation must be provided as requested. Contractor is responsible for all
costs associated with the requested background checks. The State, in its sole
discretion, may also perform background checks.
Assignment.
Contractor may not assign this Contract to any other party without the
prior approval of the State. Upon notice to Contractor, the State, in its sole
discretion, may assign in whole or in part, its rights or responsibilities under this
Contract to any other party. If the State determines that a novation of the Contract
to a third party is necessary, Contractor will agree to the novation and provide all
necessary documentation and signatures.
Change of Control.
Contractor will notify the State, within 30 days of any public
announcement or otherwise once legally permitted to do so, of a change in
Contractor’s organizational structure or ownership. For purposes of this Contract, a
change in control means any of the following: (a) a sale of more than 50% of
Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change
in a majority of Contractor’s board members; (d) consummation of a merger or
consolidation of Contractor with any other entity; (e) a change in ownership through
a transaction or series of transactions; (f) or the board (or the stockholders)
approves a plan of complete liquidation. A change of control does not include any
consolidation or merger effected exclusively to change the domicile of Contractor, or
any transaction or series of transactions principally for bona fide equity financing
purposes.
In the event of a change of control, Contractor must require the successor to
assume this Contract and all of its obligations under this Contract.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
8
of
39
Ordering.
Contractor is not authorized to begin performance until receipt of
authorization as identified in Schedule A.
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 Schedule A. 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 25, Termination for Cause.
Within 10 business days from the date of Contractor’s receipt of notification of
acceptance with deficiencies or rejection of any Contract Activities, Contractor must
cure, at no additional cost, the deficiency and deliver unequivocally acceptable
Contract Activities to the State. If acceptance with deficiencies or rejection of the
Contract Activities impacts the content or delivery of other non-completed Contract
Activities, the parties’ respective Program Managers must determine an agreed to
number of days for re-submission that minimizes the overall impact to the Contract.
However, nothing herein affects, alters, or relieves Contractor of its obligations to
correct deficiencies in accordance with the time response standards set forth in this
Contract.
If Contractor is unable or refuses to correct the deficiency within the time response
standards set forth in this Contract, the State may cancel the order in whole or in
part. The State, or a third party identified by the State, may perform the Contract
Activities and recover the difference between the cost to cure and the Contract
price plus an additional 10% administrative fee.
To the extent that Contract Activities includes the provision of a Services through
the use of an online portal, as set forth the Schedule A, Statement of Work,
Contractor must comply with the Service Level Agreement set forth in Schedule D
of this Contract.
Reserved.
Reserved.
Reserved.
Invoices and Payment.
Invoices must conform to the requirements communicated
from time-to-time by the State. All undisputed amounts are payable within 45 days
of the State’s receipt. Contractor may only charge for Contract Activities provided as
specified in Schedule A. 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.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
9
of
39
The State has the right to withhold payment of any disputed amounts until the
parties agree as to the validity of the disputed amount. The State will notify
Contractor of any dispute within a reasonable time. Payment by the State will not
constitute a waiver of any rights as to Contractor’s continuing obligations, including
claims for deficiencies or substandard Contract Activities. Contractor’s acceptance
of final payment by the State constitutes a waiver of all claims by Contractor against
the State for payment under this Contract, other than those claims previously filed
in writing on a timely basis and still disputed.
The State will only disburse payments under this Contract through Electronic Funds
Transfer (EFT). Contractor must register with the State at
http://www.michigan.gov/SIGMAVSS
to receive electronic fund transfer payments.
If Contractor does not register, the State is not liable for failure to provide payment.
Without prejudice to any other right or remedy it may have, the State reserves the
right to set off at any time any amount then due and owing to it by Contractor
against any amount payable by the State to Contractor under this Contract.
Excluding federal government charges and terms, Contractor warrants and agrees
that each of the fees, economic or product terms or warranties granted pursuant to
this Contract are comparable to or better than the equivalent fees, economic or
product term or warranty being offered to any commercial or government customer
(including any public educational institution within the State of Michigan) of
Contractor. If Contractor enters into any arrangements with another customer of
Contractor to provide the products or services, available under this Contract, under
more favorable prices, as the prices may be indicated on Contractor’s current U.S.
and International price list or comparable document, then this Contract will be
deemed amended as of the date of such other arrangements to incorporate those
more favorable prices, and Contractor will immediately notify the State of such fee
and formally memorialize the new pricing in a change notice.
Liquidated Damages.
Liquidated damages, if applicable, will be assessed as
described in Schedule A. The parties understand and agree that
any liquidated damages (which includes but is not limited to applicable credits) set
forth in this Contract are reasonable estimates of the State’s damages in
accordance with applicable law. The parties acknowledge and agree that Contractor
could incur liquidated damages for more than 1 event. The assessment of liquidated
damages will not constitute a waiver or release of any other remedy the State may
have under this Contract for Contractor’s breach of this Contract, including without
limitation, the State’s right to terminate this Contract for cause under Section 25 and
the State will be entitled in its discretion to recover actual damages caused by
Contractor’s failure to perform its obligations under this Contract. However, the
State will reduce such actual damages by the amounts of liquidated damages
received for the same events causing the actual damages. Amounts due the State
as liquidated damages may be set off against any fees payable to Contractor under
this Contract, or the State may bill Contractor as a separate item and Contractor will
promptly make payments on such bills.
Stop Work Order.
The State may suspend any or all activities under the Contract
at any time. The State will provide Contractor a written stop work order detailing the
suspension. Contractor must comply with the stop work order upon receipt. Within
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
10
of
39
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.
The State may terminate this Contract for cause, in whole
or in part, if Contractor, as determined by the State: (a) endangers the value,
integrity, or security of any location, data, or personnel; (b) becomes insolvent,
petitions for bankruptcy court proceedings, or has an involuntary bankruptcy
proceeding filed against it by any creditor; (c) engages in any conduct that may
expose the State to liability; (d) breaches any of its material duties or obligations; or
(e) fails to cure a breach within the time stated in a notice of breach. Any reference
to specific breaches being material breaches within this Contract will not be
construed to mean that other breaches are not material.
If the State terminates this Contract under this Section, the State will issue a
termination notice specifying whether Contractor must: (a) cease performance
immediately, or (b) continue to perform for a specified period. If it is later
determined that Contractor was not in breach of the Contract, the termination will be
deemed to have been a Termination for Convenience, effective as of the same
date, and the rights and obligations of the parties will be limited to those provided in
Section 26, Termination for Convenience.
The State will only pay for amounts due to Contractor for Contract Activities
accepted by the State on or before the date of termination, subject to the State’s
right to set off any amounts owed by the Contractor for the State’s reasonable costs
in terminating this Contract. The Contractor must pay all reasonable costs incurred
by the State in terminating this Contract for cause, including administrative costs,
attorneys’ fees, court costs, transition costs, and any costs the State incurs to
procure the Contract Activities from other sources.
Termination for Convenience
. The State may immediately terminate this Contract
in whole or in part without penalty and for any reason, including but not limited to,
appropriation or budget shortfalls. The termination notice will specify whether
Contractor must: (a) cease performance of the Contract Activities immediately, or
(b) continue to perform the Contract Activities in accordance with Section 27,
Transition Responsibilities. If the State terminates this Contract for convenience,
the State will pay all reasonable costs, as determined by the State, for State
approved Transition Responsibilities.
Transition Responsibilities.
Upon termination or expiration of this Contract for any
reason, Contractor must, for a period of time specified by the State (not to exceed
180 calendar days), provide all reasonable transition assistance requested by the
State, to allow for the expired or terminated portion of the Contract Activities to
continue without interruption or adverse effect, and to facilitate the orderly transfer
of such Contract Activities to the State or its designees. Such transition assistance
may include, but is not limited to: (a) continuing to perform the Contract Activities at
the established Contract rates; (b) taking all reasonable and necessary measures to
transition performance of the work, including all applicable Contract Activities,
training, equipment, software, leases, reports and other documentation, to the State
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
11
of
39
or the State’s designee; (c) taking 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 Contractor by any entity, agent, vendor, or employee of the State; (d)
transferring title in and delivering to the State, at the State’s discretion, all
completed or partially completed deliverables prepared under this Contract as of the
Contract termination date; and (e) preparing an accurate accounting from which the
State and Contractor may reconcile all outstanding accounts (collectively,
“
Transition Responsibilities
”). This Contract will automatically be extended
through the end of the transition period.
Indemnification.
Contractor must defend, indemnify and hold the State, its
departments, divisions, agencies, offices, commissions, officers, and employees
harmless, without limitation, from and against any and all actions, claims, losses,
liabilities, damages, costs, attorney fees, and expenses (including those required to
establish the right to indemnification), arising out of or relating to: (a) any breach by
Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone
else for whose acts any of them may be liable) of any of the promises, agreements,
representations, warranties, or insurance requirements contained in this Contract;
(b) any infringement, misappropriation, or other violation of any intellectual property
right or other right of any third party; (c) any bodily injury, death, or damage to real
or tangible personal property occurring wholly or in part due to action or inaction by
Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone
else for whose acts any of them may be liable); and (d) any acts or omissions of
Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone
else for whose acts any of them may be liable).
The State will notify Contractor in writing if indemnification is sought; however,
failure to do so will not relieve Contractor, except to the extent that Contractor is
materially prejudiced. Contractor must, to the satisfaction of the State, demonstrate
its financial ability to carry out these obligations.
The State is entitled to: (i) regular updates on proceeding status; (ii) participate in
the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control
of the defense, at its own cost and expense, if the State deems necessary.
Contractor will not, without the State’s prior written consent (not to be unreasonably
withheld), settle, compromise, or consent to the entry of any judgment in or
otherwise seek to terminate any claim, action, or proceeding.
Any litigation activity on behalf of the State, or any of its subdivisions under this
Section, must be coordinated with the Department of Attorney General. An attorney
designated to represent the State may not do so until approved by the Michigan
Attorney General and appointed as a Special Assistant Attorney General.
The State is constitutionally prohibited from indemnifying Contractor or any third
parties.
Infringement Remedies.
If, in either party’s opinion, any piece of equipment,
software, commodity, or service supplied by Contractor or its subcontractors, or its
operation, use or reproduction, is likely to become the subject of a copyright, patent,
trademark, or trade secret infringement claim, Contractor must, at its expense: (a)
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
12
of
39
procure for the State the right to continue using the equipment, software,
commodity, or service, or if this option is not reasonably available to Contractor, (b)
replace or modify the same so that it becomes non-infringing; or (c) accept its return
by the State with appropriate credits to the State against Contractor’s charges and
reimburse the State for any losses or costs incurred as a consequence of the State
ceasing its use and returning it.
Limitation of Liability and Disclaimer of Damages. IN NO EVENT WILL THE
STATE’S AGGREGATE LIABILITY TO CONTRACTOR UNDER THIS
CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR
OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS
CONTRACT, EXCEED THE MAXIMUM AMOUNT OF FEES PAYABLE UNDER
THIS CONTRACT.
The State is not liable for consequential, incidental, indirect, or
special damages, regardless of the nature of the action.
Disclosure of Litigation, or Other Proceeding.
Contractor must notify the State
within 14 calendar days of receiving notice of any litigation, investigation, arbitration,
or other proceeding (collectively, “
Proceeding
”) involving Contractor, a
subcontractor, or an officer or director of Contractor or subcontractor, that arises
during the term of the Contract, including: (a) a criminal Proceeding; (b) a parole or
probation Proceeding; (c) a Proceeding under the Sarbanes-Oxley Act; (d) a civil
Proceeding involving: (1) a claim that might reasonably be expected to adversely
affect Contractor’s viability or financial stability; or (2) a governmental or public
entity’s claim or written allegation of fraud; or (3) any complaint filed in a legal or
administrative proceeding alleging the Contractor or its subcontractors discriminated
against its employees, subcontractors, vendors, or suppliers during the term of this
Contract; or (e) a Proceeding involving any license that Contractor is required to
possess in order to perform under this Contract.
Reserved.
State Data.
a. Ownership
. The State’s data (“
State Data
,” which will be treated by Contractor
as Confidential Information) includes: (a) the State’s data, user data, and any
other data collected, used, processed, stored, or generated as the result of the
Contract Activities; (b) personally identifiable information (“
PII
“) collected, used,
processed, stored, or generated as the result of the Contract Activities, including,
without limitation, any information that identifies an individual, such as an
individual’s social security number or other government-issued identification
number, date of birth, address, telephone number, biometric data, mother’s
maiden name, email address, credit card information, or an individual’s name in
combination with any other of the elements here listed; and, (c) protected health
information (“
PHI
”) collected, used, processed, stored, or generated as the result
of the Contract Activities, which is defined under the Health Insurance Portability
and Accountability Act (HIPAA) and its related rules and regulations. State Data is
and will remain the sole and exclusive property of the State and all right, title, and
interest in the same is reserved by the State.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
13
of
39
b. Contractor Use of State Data
. Contractor is provided a limited license to State
Data for the sole and exclusive purpose of providing the Contract Activities,
including a license to collect, process, store, generate, and display State Data
only to the extent necessary in the provision of the Contract Activities. Contractor
must: (a) keep and maintain State Data in strict confidence, using such degree of
care as is appropriate and consistent with its obligations as further described in
this Contract and applicable law to avoid unauthorized access, use, disclosure, or
loss; (b) use and disclose State Data solely and exclusively for the purpose of
providing the Contract Activities, such use and disclosure being in accordance
with this Contract, any applicable Statement of Work, and applicable law; (c) keep
and maintain State Data in the continental United States and (d) not use, sell,
rent, transfer, distribute, commercially exploit, or otherwise disclose or make
available State Data for Contractor’s own purposes or for the benefit of anyone
other than the State without the State’s prior written consent. Contractor's misuse
of State Data may violate state or federal laws, including but not limited to MCL
752.795.
c. Extraction of State Data
. Contractor must, within 5 business days of the State’s
request, provide the State, without charge and without any conditions or
contingencies whatsoever (including but not limited to the payment of any fees
due to Contractor), an extract of the State Data in the format specified by the
State.
d. Backup and Recovery of State Data
. Unless otherwise specified in Schedule A,
Contractor is responsible for maintaining a backup of State Data and for an
orderly and timely recovery of such data. Unless otherwise described in Schedule
A, Contractor must maintain a contemporaneous backup of State Data that can
be recovered within 2 hours at any point in time.
e. Loss or Compromise of Data
. In the event of any act, error or omission,
negligence, misconduct, or breach on the part of Contractor that compromises or
is suspected to compromise the security, confidentiality, or integrity of State Data
or the physical, technical, administrative, or organizational safeguards put in place
by Contractor that relate to the protection of the security, confidentiality, or
integrity of State Data, Contractor must, as applicable: (a) notify the State as soon
as practicable but no later than 24 hours of becoming aware of such occurrence;
(b) cooperate with the State in investigating the occurrence, including making
available all relevant records, logs, files, data reporting, and other materials
required to comply with applicable law or as otherwise required by the State; (c) in
the case of PII or PHI, at the State’s sole election, (i) with approval and assistance
from the State, notify the affected individuals who comprise the PII or PHI as soon
as practicable but no later than is required to comply with applicable law, or, in the
absence of any legally required notification period, within 5 calendar days of the
occurrence; or (ii) reimburse the State for any costs in notifying the affected
individuals; (d) in the case of PII, provide third-party credit and identity monitoring
services to each of the affected individuals who comprise the PII for the period
required to comply with applicable law, or, in the absence of any legally required
monitoring services, for no less than 24 months following the date of notification to
such individuals; (e) perform or take any other actions required to comply with
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
14
of
39
applicable law as a result of the occurrence; (f) pay for any costs associated with
the occurrence, including but not limited to any costs incurred by the State in
investigating and resolving the occurrence, including reasonable attorney’s fees
associated with such investigation and resolution; (g) without limiting Contractor’s
obligations of indemnification as further described in this Contract, indemnify,
defend, and hold harmless the State for any and all claims, including reasonable
attorneys’ fees, costs, and incidental expenses, which may be suffered by,
accrued against, charged to, or recoverable from the State in connection with the
occurrence; (h) be responsible for recreating lost State Data in the manner and on
the schedule set by the State without charge to the State; and (i) provide to the
State a detailed plan within 10 calendar days of the occurrence describing the
measures Contractor will undertake to prevent a future occurrence. Notification to
affected individuals, as described above, must comply with applicable law, be
written in plain language, not be tangentially used for any solicitation purposes,
and contain, at a minimum: name and contact information of Contractor’s
representative; a description of the nature of the loss; a list of the types of data
involved; the known or approximate date of the loss; how such loss may affect the
affected individual; what steps Contractor has taken to protect the affected
individual; what steps the affected individual can take to protect himself or herself;
contact information for major credit card reporting agencies; and, information
regarding the credit and identity monitoring services to be provided by Contractor.
The State will have the option to review and approve any notification sent to
affected individuals prior to its delivery. Notification to any other party, including
but not limited to public media outlets, must be reviewed and approved by the
State in writing prior to its dissemination. The parties agree that any damages
relating to a breach of this Section 33 are to be considered direct damages and
not consequential damages.
Non-Disclosure of Confidential Information.
The parties acknowledge that each
party may be exposed to or acquire communication or data of the other party that is
confidential, privileged communication not intended to be disclosed to third parties.
a. Meaning of Confidential Information
. For the purposes of this Contract, the
term “
Confidential Information
” means all information and documentation of a
party that: (a) has been marked “confidential” or with words of similar meaning, at
the time of disclosure by such party; (b) if disclosed orally or not marked
“confidential” or with words of similar meaning, was subsequently summarized in
writing by the disclosing party and marked “confidential” or with words of similar
meaning; or, (c) should reasonably be recognized as confidential information of
the disclosing party. The term “Confidential Information” does not include any
information or documentation that was or is: (a) subject to disclosure under the
Michigan Freedom of Information Act (FOIA); (b) already in the possession of the
receiving party without an obligation of confidentiality; (c) developed
independently by the receiving party, as demonstrated by the receiving party,
without violating the disclosing party’s proprietary rights; (d) obtained from a
source other than the disclosing party without an obligation of confidentiality; or,
(e) publicly available when received, or thereafter became publicly available
(other than through any unauthorized disclosure by, through, or on behalf of, the
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
15
of
39
receiving party). For purposes of this Contract, in all cases and for all matters,
State Data is deemed to be Confidential Information.
b. Obligation of Confidentiality
. The parties agree to hold all Confidential
Information in strict confidence and not to copy, reproduce, sell, transfer, or
otherwise dispose of, give or disclose such Confidential Information to third
parties other than employees, agents, or subcontractors of a party who have a
need to know in connection with this Contract or to use such Confidential
Information for any purposes whatsoever other than the performance of this
Contract. The parties agree to advise and require their respective employees,
agents, and subcontractors of their obligations to keep all Confidential Information
confidential. Disclosure to a subcontractor is permissible where: (a) use of a
subcontractor is authorized under this Contract; (b) the disclosure is necessary or
otherwise naturally occurs in connection with work that is within the
subcontractor's responsibilities; and (c) Contractor obligates the subcontractor in
a written contract to maintain the State's Confidential Information in confidence. At
the State's request, any employee of Contractor or any subcontractor may be
required to execute a separate agreement to be bound by the provisions of this
Section.
c. Cooperation to Prevent Disclosure of Confidential Information
. Each party
must use its best efforts to assist the other party in identifying and preventing any
unauthorized use or disclosure of any Confidential Information. Without limiting
the foregoing, each party must advise the other party immediately in the event
either party learns or has reason to believe that any person who has had access
to Confidential Information has violated or intends to violate the terms of this
Contract and each party will cooperate with the other party in seeking injunctive or
other equitable relief against any such person.
d. Remedies for Breach of Obligation of Confidentiality
. Each party
acknowledges that breach of its obligation of confidentiality may give rise to
irreparable injury to the other party, which damage may be inadequately
compensable in the form of monetary damages. Accordingly, a party may seek
and obtain injunctive relief against the breach or threatened breach of the
foregoing undertakings, in addition to any other legal remedies which may be
available, to include, in the case of the State, at the sole election of the State, the
immediate termination, without liability to the State, of this Contract or any
Statement of Work corresponding to the breach or threatened breach.
e. Surrender of Confidential Information upon Termination
. Upon termination of
this Contract or a Statement of Work, in whole or in part, each party must, within 5
calendar days from the date of termination, return to the other party any and all
Confidential Information received from the other party, or created or received by a
party on behalf of the other party, which are in such party’s possession, custody,
or control; provided, however, that Contractor must return State Data to the State
following the timeframe and procedure described further in this Contract. Should
Contractor or the State determine that the return of any Confidential Information is
not feasible, such party must destroy the Confidential Information and must certify
the same in writing within 5 calendar days from the date of termination to the
other party. However, the State’s legal ability to destroy Contractor data may be
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
16
of
39
restricted by its retention and disposal schedule, in which case Contractor’s
Confidential Information will be destroyed after the retention period expires.
Data Privacy and Information Security
a. Undertaking by Contractor
. Without limiting Contractor’s obligation of
confidentiality as further described, Contractor is responsible for establishing and
maintaining a data privacy and information security program, including physical,
technical, administrative, and organizational safeguards, that is designed to: (a)
ensure the security and confidentiality of the State Data; (b) protect against any
anticipated threats or hazards to the security or integrity of the State Data; (c)
protect against unauthorized disclosure, access to, or use of the State Data; (d)
ensure the proper disposal of State Data; and (e) ensure that all employees,
agents, and subcontractors of Contractor, if any, comply with all of the foregoing.
In no case will the safeguards of Contractor’s data privacy and information
security program be less stringent than the safeguards used by the State, and
Contractor must at all times comply with all applicable State IT policies and
standards, which are available to Contractor upon request.
b. Audit by Contractor
. 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.
c. Right of Audit by the State.
Without limiting any other audit rights of the State,
the State has the right to review Contractor’s data privacy and information security
program prior to the commencement of Contract Activities and from time to time
during the term of this Contract. During the providing of the Contract Activities, on
an ongoing basis from time to time and without notice, the State, at its own
expense, is entitled to perform, or to have performed, an on-site audit of
Contractor’s data privacy and information security program. In lieu of an on-site
audit, upon request by the State, Contractor agrees to complete, within 45
calendar days of receipt, an audit questionnaire provided by the State regarding
Contractor’s data privacy and information security program.
d. Audit Findings
. Contractor must implement any required safeguards as identified
by the State or by any audit of Contractor’s data privacy and information security
program.
e. State’s Right to Termination for Deficiencies
. The State reserves the right, at
its sole election, to immediately terminate this Contract or a Statement of Work
without limitation and without liability if the State determines that Contractor fails
or has failed to meet its obligations under this Section.
Reserved.
Reserved.
Records Maintenance, Inspection, Examination, and Audit.
Pursuant to MCL
18.1470, the State or its designee may audit Contractor to verify compliance with
this Contract. Contractor must retain and provide to the State or its designee and
the auditor general upon request, all records related to the Contract through the
term of the Contract and for 4 years after the latter of termination, expiration, or final
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
17
of
39
payment under this Contract or any extension (“
Audit Period
”). If an audit, litigation,
or other action involving the records is initiated before the end of the Audit Period,
Contractor must retain the records until all issues are resolved.
Within 10 calendar days of providing notice, the State and its authorized
representatives or designees have the right to enter and inspect Contractor's
premises or any other places where Contract Activities are being performed, and
examine, copy, and audit all records related to this Contract. Contractor must
cooperate and provide reasonable assistance. If financial errors are revealed, the
amount in error must be reflected as a credit or debit on subsequent invoices until
the amount is paid or refunded. Any remaining balance at the end of the Contract
must be paid or refunded within 45 calendar days.
This Section applies to Contractor, any parent, affiliate, or subsidiary organization of
Contractor, and any subcontractor that performs Contract Activities in connection
with this Contract.
Representations and Warranties.
Contractor represents and warrants: (a)
Contractor is the owner or licensee of any Contract Activities that it licenses, sells,
or develops and Contractor has the rights necessary to convey title, ownership
rights, or licensed use; (b) all Contract Activities are delivered free from any security
interest, lien, or encumbrance and will continue in that respect; (c) the Contract
Activities will not infringe the patent, trademark, copyright, trade secret, or other
proprietary rights of any third party; (d) Contractor must assign or otherwise transfer
to the State or its designee any manufacturer's warranty for the Contract Activities;
(e) the Contract Activities are merchantable and fit for the specific purposes
identified in the Contract; (f) the Contract signatory has the authority to enter into
this Contract; (g) all information furnished by Contractor in connection with the
Contract fairly and accurately represents Contractor's business, properties,
finances, and operations as of the dates covered by the information, and Contractor
will inform the State of any material adverse changes;(h) all information furnished
and representations made in connection with the award of this Contract is true,
accurate, and complete, and contains no false statements or omits any fact that
would make the information misleading; and that (i) Contractor is neither currently
engaged in nor will engage in the boycott of a person based in or doing business
with a strategic partner as described in 22 USC 8601 to 8606. A breach of this
Section is considered a material breach of this Contract, which entitles the State to
terminate this Contract under Section 25, Termination for Cause.
Conflicts and Ethics.
Contractor will uphold high ethical standards and is
prohibited from: (a) holding or acquiring an interest that would conflict with this
Contract; (b) doing anything that creates an appearance of impropriety with respect
to the award or performance of the Contract; (c) attempting to influence or
appearing to influence any State employee by the direct or indirect offer of anything
of value; or (d) paying or agreeing to pay any person, other than employees and
consultants working for Contractor, any consideration contingent upon the award of
the Contract. Contractor must immediately notify the State of any violation or
potential violation of these standards. This Section applies to Contractor, any
parent, affiliate, or subsidiary organization of Contractor, and any subcontractor that
performs Contract Activities in connection with this Contract.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
18
of
39
Compliance with Laws.
Contractor must comply with all federal, state and local
laws, rules and regulations.
Prevailing Wage.
Contractor must comply with prevailing wage requirements, to
the extent applicable to this Contract.
State Printing.
All printing in Michigan must be performed by a business that meets
one
of the following: (a) have authorized use of the Allied Printing Trades Council
union label in the locality in which the printing services will be performed; (b) have
on file with the Michigan Secretary of State, a sworn statement indicating that
employees producing the printing are receiving prevailing wages and are working
under conditions prevalent in the locality in which the printing services will be
performed; or (c) have a collective bargaining agreement in effect and the
employees are represented by an operations that is not influenced or controlled by
management.
Nondiscrimination.
Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL
37.2101,
et seq
., the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL
37.1101,
et seq
., and
Executive Directive 2019-09
. Contractor and its
subcontractors agree not to discriminate against an employee or applicant for
employment with respect to hire, tenure, terms, conditions, or privileges of
employment, or a matter directly or indirectly related to employment, because of
race, color, religion, national origin, age, sex (as defined in Executive Directive
2019-09), height, weight, marital status, partisan considerations, any mental or
physical disability, or genetic information that is unrelated to the person’s ability to
perform the duties of a particular job or position. Breach of this covenant is a
material breach of this Contract.
Unfair Labor Practice.
Under MCL 423.324, the State may void any Contract with
a Contractor or subcontractor who appears on the Unfair Labor Practice register
compiled under MCL 423.322.
Governing Law.
This Contract is governed, construed, and enforced in accordance
with Michigan law, excluding choice-of-law principles, and all claims relating to or
arising out of this Contract are governed by Michigan law, excluding choice-of-law
principles. Any dispute arising from this Contract must be resolved in the Michigan
Court of Claims. Complaints against the State must be initiated in Ingham County,
Michigan. Contractor waives any objections, such as lack of personal jurisdiction or
forum non conveniens
. Contractor must appoint an agent in Michigan to receive
service of process.
Non-Exclusivity.
Nothing contained in this Contract is intended nor is to be
construed as creating any requirements contract with Contractor, nor does it provide
Contractor with a right of first refusal for any future work. This Contract does not
restrict the State or its agencies from acquiring similar, equal, or like Contract
Activities from other sources.
Force Majeure.
Neither party will be in breach of this Contract because of any
failure arising from any disaster or acts of god that are beyond their control and
without their fault or negligence. Each party will use commercially reasonable efforts
to resume performance. Contractor will not be relieved of a breach or delay caused
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
19
of
39
by its subcontractors. If immediate performance is necessary to ensure public
health and safety, the State may immediately contract with a third party.
Dispute Resolution.
The parties will endeavor to resolve any Contract dispute in
accordance with this provision. The dispute will be referred to the parties' respective
Contract Administrators or Program Managers. Such referral must include a
description of the issues and all supporting documentation. The parties must submit
the dispute to a senior executive if unable to resolve the dispute within 15 business
days. The parties will continue performing while a dispute is being resolved, unless
the dispute precludes performance. A dispute involving payment does not preclude
performance.
Litigation to resolve the dispute will not be instituted until after the dispute has been
elevated to the parties’ senior executive and either concludes that resolution is
unlikely or fails to respond within 15 business days. The parties are not prohibited
from instituting formal proceedings: (a) to avoid the expiration of statute of
limitations period; (b) to preserve a superior position with respect to creditors; or (c)
where a party makes a determination that a temporary restraining order or other
injunctive relief is the only adequate remedy. This Section does not limit the State’s
right to terminate the Contract.
Media Releases.
News releases (including promotional literature and commercial
advertisements) pertaining to the Contract or project to which it relates must not be
made without the prior written approval of the State, and then only in accordance
with the explicit written instructions of the State.
Schedules.
All Schedules and Exhibits that are referenced herein and attached
hereto are hereby incorporated by reference. The following Schedules are attached
hereto and incorporated herein:
Document
Description
Schedule A
Statement of Work
Schedule B
Pricing
Schedule C
Insurance Requirements
Standard Contract Terms
Contract Terms
Federal Provisions Addendum
Federal Provisions Addendum
Exhibit 1
Byrd Anti-Lobbying Certificate
Entire Agreement and Order of Precedence.
This Contract, which includes
Schedule A – Statement of Work, and schedules and exhibits, is the entire
agreement of the parties related to the Contract Activities. This Contract supersedes
and replaces all previous understandings and agreements between the parties for
the Contract Activities. If there is a conflict between documents, the order of
precedence is: (a) first, this Contract, excluding its schedules, exhibits, and
Schedule A – Statement of Work; (b) second, Schedule A – Statement of Work as
of the Effective Date; and (c) third, schedules expressly incorporated into this
Contract as of the Effective Date. NO TERMS ON CONTRACTOR’S INVOICES,
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
20
of
39
ORDERING DOCUMENTS, WEBSITE, BROWSE-WRAP, SHRINK-WRAP, CLICK-
WRAP, CLICK-THROUGH OR OTHER NON-NEGOTIATED TERMS AND
CONDITIONS PROVIDED WITH ANY OF THE CONTRACT ACTIVITIES, OR
DOCUMENTATION HEREUNDER, EVEN IF ATTACHED TO THE STATE’S
DELIVERY OR PURCHASE ORDER, WILL CONSTITUTE A PART OR
AMENDMENT OF THIS CONTRACT OR IS BINDING ON THE STATE OR ANY
AUTHORIZED USER FOR ANY PURPOSE. ALL SUCH OTHER TERMS AND
CONDITIONS HAVE NO FORCE AND EFFECT AND ARE DEEMED REJECTED
BY THE STATE AND THE AUTHORIZED USER, EVEN IF ACCESS TO OR USE
OF THE CONTRACT ACTIVITIES REQUIRES AFFIRMATIVE ACCEPTANCE OF
SUCH TERMS AND CONDITIONS.
Severability.
If any part of this Contract is held invalid or unenforceable, by any
court of competent jurisdiction, that part will be deemed deleted from this Contract
and the severed part will be replaced by agreed upon language that achieves the
same or similar objectives. The remaining Contract will continue in full force and
effect.
Waiver.
Failure to enforce any provision of this Contract will not constitute a waiver.
Survival.
Any right, obligation or condition that, by its express terms or nature and
context is intended to survive, will survive the termination or expiration of this
Contract; such rights, obligations, or conditions include, but are not limited to, those
related to transition responsibilities; indemnification; disclaimer of damages and
limitations of liability; State Data; non-disclosure of Confidential Information;
representations and warranties; insurance and bankruptcy.
Contract Modification.
This Contract may not be amended except by signed
agreement between the parties (a “Contract Change Notice”). Notwithstanding the
foregoing, no subsequent Statement of Work or Contract Change Notice executed
after the Effective Date will be construed to amend this Contract unless it
specifically states its intent to do so and cites the section or sections amended.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
21
of
39
FEDERAL PROVISIONS ADDENDUM
This addendum applies to purchases that will be paid for in whole or in part with funds
obtained from the federal government. The provisions below are required, and the
language is not negotiable. If any provision below conflicts with the State’s terms and
conditions, including any attachments, schedules, or exhibits to the State’s Contract, the
provisions below take priority to the extent a provision is required by federal law;
otherwise, the order of precedence set forth in the Contract applies. Hyperlinks are
provided for convenience only; broken hyperlinks will not relieve Contractor from
compliance with the law.
Equal Employment Opportunity
If this Contract is a “
federally assisted construction contract
” as defined in
41
CFR Part 60-1.3
, and except as otherwise may be provided under
41 CFR Part 60
,
then during performance of this Contract, the Contractor agrees as follows:
1)
The Contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, sexual orientation, gender
identity, or national origin. The Contractor will take affirmative action to ensure
that applicants are employed, and that employees are treated during employment
without regard to their race, color, religion, sex, sexual orientation, gender identity,
or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Contractor agrees to post in
conspicuous places, available to employees and applicants for employment,
notices to be provided setting forth the provisions of this nondiscrimination clause.
2)
The Contractor will, in all solicitations or advertisements for employees placed by
or on behalf of the Contractor, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex, sexual
orientation, gender identity, or national origin.
3)
The Contractor will not discharge or in any other manner discriminate against any
employee or applicant for employment because such employee or applicant has
inquired about, discussed, or disclosed the compensation of the employee or
applicant or another employee or applicant. This provision shall not apply to
instances in which an employee who has access to the compensation information
of other employees or applicants as a part of such employee's essential job
functions discloses the compensation of such other employees or applicants to
individuals who do not otherwise have access to such information, unless such
disclosure is in response to a formal complaint or charge, in furtherance of an
investigation, proceeding, hearing, or action, including an investigation conducted
by the employer, or is consistent with the Contractor's legal duty to furnish
information.
4)
The Contractor will send to each labor union or representative of workers with
which he has a collective bargaining agreement or other contract or
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
22
of
39
understanding, a notice to be provided advising the said labor union or workers'
representatives of the Contractor's commitments under this section, and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.
5)
The Contractor will comply with all provisions of
Executive Order 11246
of
September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
6)
The Contractor will furnish all information and reports required by
Executive Order
11246
of September 24, 1965, and by rules, regulations, and orders of the
Secretary of Labor, or pursuant thereto, and will permit access to his books,
records, and accounts by the administering agency and the Secretary of Labor for
purposes of investigation to ascertain compliance with such rules, regulations,
and orders.
7)
In the event of the Contractor's noncompliance with the nondiscrimination clauses
of this contract or with any of the said rules, regulations, or orders, this Contract
may be canceled, terminated, or suspended in whole or in part and the Contractor
may be declared ineligible for further Government contracts or federally assisted
construction contracts in accordance with procedures authorized in
Executive
Order 11246
of September 24, 1965, and such other sanctions may be imposed
and remedies invoked as provided in
Executive Order 11246
of September 24,
1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
8)
The Contractor will include the portion of the sentence immediately preceding
paragraph (1) and the provisions of paragraphs (1) through (8) in every
subcontract or purchase order unless exempted by rules, regulations, or orders of
the Secretary of Labor issued pursuant to section 204 of
Executive Order 11246
of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The Contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a
means of enforcing such provisions, including sanctions for noncompliance:
Provided, however, that in the event a Contractor becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency, the Contractor may request the United
States to enter into such litigation to protect the interests of the United States.
The applicant further agrees that it will be bound by the above equal opportunity
clause with respect to its own employment practices when it participates in
federally assisted construction work:
Provided
, that if the applicant so participating
is a State or local government, the above equal opportunity clause is not
applicable to any agency, instrumentality or subdivision of such government which
does not participate in work on or under the contract.
The applicant agrees that it will assist and cooperate actively with the
administering agency and the Secretary of Labor in obtaining the compliance of
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
23
of
39
contractors and subcontractors with the equal opportunity clause and the rules,
regulations, and relevant orders of the Secretary of Labor, that it will furnish the
administering agency and the Secretary of Labor such information as they may
require for the supervision of such compliance, and that it will otherwise assist the
administering agency in the discharge of the agency's primary responsibility for
securing compliance.
The applicant further agrees that it will refrain from entering into any contract or
contract modification subject to Executive Order 11246 of September 24, 1965,
with a contractor debarred from, or who has not demonstrated eligibility for,
Government contracts and federally assisted construction contracts pursuant to
the Executive Order and will carry out such sanctions and penalties for violation of
the equal opportunity clause as may be imposed upon contractors and
subcontractors by the administering agency or the Secretary of Labor pursuant to
Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it
fails or refuses to comply with these undertakings, the administering agency may
take any or all of the following actions: Cancel, terminate, or suspend in whole or
in part this grant (contract, loan, insurance, guarantee); refrain from extending any
further assistance to the applicant under the program with respect to which the
failure or refund occurred until satisfactory assurance of future compliance has
been received from such applicant; and refer the case to the Department of
Justice for appropriate legal proceedings.
Davis-Bacon Act (Prevailing Wage)
If this Contract is a
prime construction contract
in excess of $2,000, the Contractor
(and its Subcontractors) must comply with the Davis-Bacon Act (
40 USC 3141-3148
)
as supplemented by Department of Labor regulations (
29 CFR Part 5
, “Labor
Standards Provisions Applicable to Contracts Covering Federally Financed and
Assisted Construction”), and during performance of this Contract the Contractor
agrees as follows:
1)
All transactions regarding this contract shall be done in compliance with the
Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) and the requirements of
29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C.
3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.
2)
Contractors are required to pay wages to laborers and mechanics at a rate not
less than the prevailing wages specified in a wage determination made by the
Secretary of Labor.
3)
Additionally, contractors are required to pay wages not less than once a week.
Copeland “Anti-Kickback” Act
If this Contract is a contract for construction or repair work in excess of $2,000 where
the Davis-Bacon Act applies, the Contractor must comply with the Copeland “Anti-
Kickback” Act (
40 USC 3145
), as supplemented by Department of Labor regulations
(
29 CFR Part 3
, “Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States”), which
prohibits the Contractor and subrecipients from inducing, by any means, any person
employed in the construction, completion, or repair of public work, to give up any part
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
24
of
39
of the compensation to which he or she is otherwise entitled, and during performance
of this Contract the Contractor agrees as follows:
1) Contractor
. The Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145,
and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are
incorporated by reference into this contract.
2) Subcontracts
. The Contractor or Subcontractor shall insert in any subcontracts
the clause above and such other clauses as FEMA or the applicable federal
awarding agency may by appropriate instructions require, and also a clause
requiring the Subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible for the compliance by any
subcontractor or lower tier subcontractor with all of these contract clauses.
3) Breach
. A breach of the contract clauses above may be grounds for termination
of the contract, and for debarment as a Contractor and Subcontractor as provided
in 29 C.F.R. § 5.12.
Contract Work Hours and Safety Standards Act
If the Contract is
in excess of $100,000
and
involves the employment of
mechanics or laborers
, the Contractor must comply with
40 USC 3702
and
3704
,
as supplemented by Department of Labor regulations (
29 CFR Part 5
), as applicable,
and during performance of this Contract the Contractor agrees as follows:
1) Overtime requirements
.
No Contractor or Subcontractor contracting for any part
of the contract work which may require or involve the employment of laborers or
mechanics shall require or permit any such laborer or mechanic in any workweek
in which he or she is employed on such work to work in excess of 40 hours in
such workweek unless such laborer or mechanic receives compensation at a rate
not less than 1 ½ times the basic rate of pay for all hours worked in excess of 40
hours in such workweek.
2) Violation; liability for unpaid wages; liquidated damages
.
In the event of any
violation of the clause set forth in paragraph (1) of this section the Contractor and
any Subcontractor responsible therefor shall be liable for the unpaid wages. In
addition, such Contractor and Subcontractor shall be liable to the United States
(in the case of work done under contract for the District of Columbia or a territory,
to such District or to such territory), for liquidated damages. Such liquidated
damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards, employed in violation of the clause set forth in
paragraph (1) of this section, in the sum of $27 for each calendar day on which
such individual was required or permitted to work in excess of the standard work
week of 40 hours without payment of the overtime wages required by the clause
set forth in paragraph (1) of this section.
3) Withholding for unpaid wages and liquidated damages
.
The State shall upon
its own action or upon written request of an authorized representative of the
Department of Labor withhold or cause to be withheld, from any moneys payable
on account of work performed by the Contractor or Subcontractor under any such
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
25
of
39
contract or any other Federal contract with the same prime contractor, or any
other federally-assisted contract subject to the Contract Work Hours and Safety
Standards Act, which is held by the same prime contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such contractor or
subcontractor for unpaid wages and liquidated damages as provided in the clause
set forth in paragraph (2) of this section.
4) Subcontracts.
The Contractor or Subcontractor shall insert in any subcontracts
the clauses set forth in paragraph (1) through (4) of this section and also a clause
requiring the Subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs
(1) through (4) of this section.
Rights to Inventions Made Under a Contract or Agreement
If the Contract is funded by a federal “funding agreement” as defined under
37 CFR
§401.2 (a)
and the recipient or subrecipient wishes to enter into a contract with a
small business firm or nonprofit organization regarding the substitution of parties,
assignment or performance of experimental, developmental, or research work under
that “funding agreement,” the recipient or subrecipient must comply with
37 CFR Part
401
, “Rights to Inventions Made by Nonprofit Organizations and Small Business
Firms Under Government Grants, Contracts and Cooperative Agreements,” and any
implementing regulations issued by the awarding agency.
Clean Air Act and the Federal Water Pollution Control Act
If this Contract is
in excess of $150,000,
the Contractor must comply with all
applicable standards, orders, and regulations issued under the Clean Air Act (
42
USC 7401-7671q
) and the Federal Water Pollution Control Act (
33 USC 1251-1387
),
and during performance of this Contract the Contractor agrees as follows:
Clean Air Act
1. The Contractor agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401
et seq.
2. The Contractor agrees to report each violation to the State and understands and
agrees that the State will, in turn, report each violation as required to assure
notification to the Federal Emergency Management Agency or the applicable
federal awarding agency, and the appropriate Environmental Protection Agency
Regional Office.
3. The Contractor agrees to include these requirements in each subcontract
exceeding $150,000 financed in whole or in part with Federal assistance
provided by FEMA or the applicable federal awarding agency.
Federal Water Pollution Control Act
1. The Contractor agrees to comply with all applicable standards, orders, or
regulations issued pursuant to the Federal Water Pollution Control Act, as
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
26
of
39
amended, 33 U.S.C. 1251 et seq.
2. The Contractor agrees to report each violation to the State and understands and
agrees that the State will, in turn, report each violation as required to assure
notification to the Federal Emergency Management Agency or the applicable
federal awarding agency, and the appropriate Environmental Protection Agency
Regional Office.
3. The Contractor agrees to include these requirements in each subcontract
exceeding $150,000 financed in whole or in part with Federal assistance
provided by FEMA or the applicable federal awarding agency.
Debarment and Suspension
A “contract award” (see
2 CFR 180.220
) must not be made to parties listed on the
government-wide exclusions in the
System for Award Management
(SAM), in
accordance with the OMB guidelines at
2 CFR 180
that implement
Executive Orders
12549
(
51 FR 6370; February 21, 1986
) and 12689 (
54 FR 34131; August 18, 1989
),
“Debarment and Suspension.” SAM Exclusions contains the names of parties
debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than
Executive Order 12549
.
1)
This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2
C.F.R. pt. 3000. As such, the Contractor is required to verify that none of the
Contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2
C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified
(defined at 2 C.F.R. § 180.935).
2)
The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
3000, subpart C, and must include a requirement to comply with these regulations
in any lower tier covered transaction it enters into.
3)
This certification is a material representation of fact relied upon by the State. If it is
later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart
C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State,
the Federal Government may pursue available remedies, including but not limited
to suspension and/or debarment.
4)
The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt.
180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and
throughout the period of any contract that may arise from this offer. The bidder or
proposer further agrees to include a provision requiring such compliance in its
lower tier covered transactions.
Byrd Anti-Lobbying Amendment
Contractors who apply or bid for an award of
$100,000 or more
shall file the required
certification in
Exhibit 1 – Byrd Anti-Lobbying Certification
below. Each tier certifies to
the tier above that it will not and has not used Federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, officer or employee of Congress, or
an employee of a Member of Congress in connection with obtaining any Federal
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
27
of
39
contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also
disclose any lobbying with non-Federal funds that takes place in connection with
obtaining any Federal award. Such disclosures are forwarded from tier to tier up to
the recipient who in turn will forward the certification(s) to the awarding agency.
Procurement of Recovered Materials
Under
2 CFR 200.322
, Contractors
must comply with section 6002 of the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act.
1)
In the performance of this contract, the Contractor shall make maximum use of
products containing recovered materials that are EPA-designated items unless
the product cannot be acquired:
a. Competitively within a timeframe providing for compliance with the contract
performance schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
2)
Information about this requirement, along with the list of EPA- designated items, is
available at EPA’s Comprehensive Procurement Guidelines web site,
https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program
.
3)
The Contractor also agrees to comply with all other applicable requirements of
Section 6002 of the Solid Waste Disposal Act.
Additional FEMA Contract Provisions.
The following provisions apply to purchases that will be paid for in whole or in part
with funds obtained from the Federal Emergency Management Agency (FEMA):
1) Access to Records
. The following access to records requirements apply to this
contract:
a. The Contractor agrees to provide the State, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized
representatives access to any books, documents, papers, and records of the
Contractor which are directly pertinent to this contract for the purposes of
making audits, examinations, excerpts, and transcriptions.
b. The Contractor agrees to permit any of the foregoing parties to reproduce by
any means whatsoever or to copy excerpts and transcriptions as reasonably
needed.
c. The Contractor agrees to provide the FEMA Administrator or his authorized
representatives access to construction or other work sites pertaining to the
work being completed under the contract.
In compliance with the Disaster Recovery Act of 2018, the State and the Contractor
acknowledge and agree that no language in this contract is intended to prohibit
audits or internal reviews by the FEMA Administrator or the Comptroller General of
the United States.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
28
of
39
2) Changes
.
See the provisions regarding modifications or change notice in the Contract
Terms.
3) DHS Seal Logo and Flags
.
The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of
flags or likenesses of DHS agency officials without specific FEMA pre-approval.
4) Compliance with Federal Law, Regulations, and Executive Orders.
This is an acknowledgement that FEMA financial assistance will be used to fund
all or a portion of the contract. The Contractor will comply with all applicable
Federal law, regulations, executive orders, FEMA policies, procedures, and
directives.
5) No Obligation by Federal Government.
The Federal Government is not a party to this contract and is not subject to any
obligations or liabilities to the State, Contractor, or any other party pertaining to
any matter resulting from the Contract.”
6) Program Fraud and False or Fraudulent Statements or Related Acts
The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies
for False Claims and Statements) applies to the Contractor’s actions pertaining to
this contract.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
29
of
39
SCHEDULE A - STATEMENT OF WORK
CONTRACT ACTIVITIES
Contract No
. 230000000170
Operational Consulting Services
BACKGROUND
When opportunities and needs arise, the State takes initiative to improve operations, which may
include conducting assessments, setting new strategies, and improving business processes.
Occasionally, the State’s internal resources may not be available to address such opportunities.
In these situations, State agencies may require the assistance of external service providers with
experience and skills in improving governmental operations and related processes. The
purpose of this Contract is to establish a list of prequalified service providers and a consistent
process for State agencies to engage with prequalified service providers.
The State’s objectives for a list of prequalified operational consulting services vendors include
the following:
1.
Consistent contract terms
2.
Consistent selection criteria and screening processes
3.
Single point of contact for prequalified vendors
4.
Consistent billing practices
SCOPE
This Contract is for a prequalification program to provide State agencies and MiDEAL members
the ability to contract for operational consulting services on a fast-track, as-needed basis.
It is the State’s intent to award multiple contracts to service providers who can provide services
specified in this Contract.
Awarded Contractors will be eligible to bid on tier two Statements of Work (SOWs) issued by
individual State agencies or MiDeal members which identify a specific scope of work to apply
operational consulting services. Those Contractor(s) selected by State agencies or MiDeal
members will be issued delivery orders for which the terms will be governed by this Contract
and their identified SOW.
An RFP may be reissued to allow for new Contractors to enter the prequalification program.
Prequalified Contractors will not be required to respond to the solicitation to retain current
contracts.
1.
Requirements
1.1.
General Requirements
Contractor must provide Deliverables/Services and staff, and otherwise do all things necessary
for or incidental to the performance of work, as set forth below:
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
30
of
39
A.
Provide services as required by the tier two SOW issued by any State agency or MiDEAL
member. While each SOW will contain unique service levels and requirements, general
deliverables may include but are not limited to:
1)
Developing a scope or charter to document desired outcomes.
2)
Developing project plans to specify timelines and milestones for initiatives.
3)
Identifying, capturing, and analyzing relevant data.
4)
Facilitating meetings with internal and external stakeholders.
5)
Evaluating existing processes and organizational structures.
6)
Leveraging best practices to recommend opportunities for improvement.
7)
Providing recommendations for achieving desired results.
8)
Developing and documenting improved processes and procedures.
9)
Developing implementation plans that are appropriate to existing policies and statutory
requirements.
10)
Developing cost benefit analyses to provide a calculated Return On Investment (ROI).
11)
Providing administrative support resources for projects.
12)
Supporting the agency during implementation of changes.
13)
Transferring knowledge necessary to sustain long term success.
B.
State agency or MiDEAL members will issue each tier two SOW to all prequalified
Contractors on SIGMA Vendor Self-Service. The tier two SOW will identify the deliverables,
period of performance, specific response information required, work evaluation and payment
criteria, and any additional terms and conditions that apply to that SOW. State agency or
MiDEAL members issuing the SOW and contracts responding to the SOW must follow this
process:
1) State agency or MiDEAL member will issue a SOW to all prequalified Contractors within
that service region (and to all statewide Contractors) with a timeline including due dates
for questions, responses, and performance period.
2) The Contractor must provide the criteria required in each SOW in their bid response and
pricing must not exceed rates provided in
Schedule B - Pricing.
3) State or MiDEAL member selection will be based on a best value evaluation using the
criteria identified in the SOW.
C.
Contractors confirms proficiency in virtual facilitation of services to be delivered if required
by the individual SOW, and the platform must be approved by the State of Michigan.
The Contractor:
1) Is proficient in utilizing various platforms for virtual facilitation of meetings and trainings
(i.e. Microsoft Teams, Zoom).
2) Has the ability to leverage breakout room functionality for training and client meetings.
3) Has experience conduct hybrid meetings (combination of client facing and virtual
attendees).
4) Can conduct process mapping and utilize additional interactive tools to facilitate process
improvements or business analysis/redesign.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
31
of
39
1.2. Specific Standards
When an IT component is identified in the tier two SOW, the following may apply
depending on the scope. Depending on the IT components present in the tier two SOW,
additional requirements may apply.
1.2.1 IT Policies, Standards and Procedures (PSP)
Contractors are advised that the State has methods, policies, standards and procedures
that have been developed over the years. All services and products provided by the
Contractor for this Contract must comply with all applicable State IT policies and
standards.
Public IT Policies, Standards and Procedures (PSP):
https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.html
1.2.2 Acceptable Use Policy
To the extent that Contractor has access to the State’s computer system, Contractor
must comply with the State’s Acceptable Use Policy, see
http://michigan.gov/dtmb/0,4568,7-150-56355_56579_56755---,00.html. All Contractor
Personnel will be required, in writing, to agree to the State’s Acceptable Use Policy
before accessing the State’s system. The State reserves the right to terminate
Contractor’s access to the State’s system if a violation occurs.
1.2.3 ADA Compliance
The State is required to comply with the Americans with Disabilities Act of 1990 (ADA)
and has adopted a formal policy regarding accessibility requirements for websites and
software applications. The State is requiring that Contractor’s proposed Solution, where
relevant, to level AA of the World Wide Web Consortium (W3C) Web Content
Accessibility Guidelines (WCAG) 2.0. Contractor may consider, where relevant, the
W3C’s Guidance on Applying WCAG 2.0 to Non-Web Information and Communications
Technologies (WCAG2ICT) for non-web software and content. The State may require
that Contractor participate in a standards review process, and complete a Voluntary
Product Accessibility Template for WCAG 2.0 (WCAG 2.0 VPAT) or other comparable
document for the proposed Solution.
http://www.michigan.gov/documents/dmb/1650.00_209567_7.pdf?20151026134621
2. Service Requirements
2.1. Timeframes
All Contract Activities must be delivered within the timeframes specified in State agency
or MiDEAL member specific SOW awarded through the tier two process.
3. Acceptance
3.1. Acceptance, Inspection, and Testing
The appropriate criteria to determine acceptance will be identified in each individual SOW
issued by the State agency or MiDEAL member if different from the Standard Contract Terms,
Section 18. Acceptance.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
32
of
39
4. Staffing
4.1. Contractor Representative
The Contractor must appoint a Contract Representative specifically assigned to State of
Michigan accounts, who will respond to State inquiries regarding the Contract Activities,
answer questions related to ordering and delivery, etc.
The Contractor must notify the Contract Administrator at least 30 calendar days before
removing or assigning a new Contractor Representative.
4.2. 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
”):
State:
Contractor:
Jordana Sager
320 S. Walnut St.
Lansing, MI, 48933
SagerJ2@michigan.gov
517-249-0481
Hariharan Murthy
106 W Allegan Street, Suite 400
Lansing, MI 48933
hamurthy@deloitte.com
212-313-2986
4.3. Program Manager
The Program Manager will monitor and coordinate the activities of the Contract, but not
the individual State agency or MiDeal member projects (each a “
Program Manager
”):
State:
Contractor:
Adam Helm
320 S Walnut St.
Lansing, MI 48933
HelmA3@michigan.gov
517-243-3974
Amanda Harris
106 W Allegan Street, Suite 400
Lansing, MI 48933
amaharris@deloitte.com
312-203-6475
4.4. State Agency or MiDeal Member Program Manager
The State agency or MiDeal member Program Manager for each party will monitor and
coordinate the day-to-day activities of each individual State agency or MiDeal member
SOW (each a “
State Agency or MiDeal Member Program Manager
”):
State:
Contractor:
Varies by SOW
Varies by SOW
4.5. Customer Service Toll-Free Number
The Contractor must specify its toll-free number for the State to contact the Contractor
Representative. The Contractor Representative must be available for calls during the
hours identified in the State agency or MiDeal member SOW.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
33
of
39
Customer Service toll-free number:
855-335-0777
4.6. 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 State agency or MiDeal member SOW
requirements.
4.7. Key Personnel
The Contractor must appoint the number of Key Personal identified in the State agency
or MiDeal Member SOW, if requested, 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 hours identified within the State agency or MiDeal
member SOW.
The Contractor may be asked to identify the Key Personnel, indicate where they will be
physically located, describe the functions they will perform, and provide current
chronological résumés according to the requirements of the State agency or MiDeal
member SOW.
4.8. Contractor Personnel
The Contractor must identify the roles and responsibilities of all Contractor Personnel
that will be performing services under this Contract in the table below:
Name
Years of
Experience in
Current
Classification
Role(s) / Responsibilities
Direct /
Subcontract
/ Contract
Number of
Years
Working
with
Contractor
Amanda Harris
17
Project Executive
Direct
9+
Christen Thomas
10
Senior Project Manager
Direct
8+
Sarah Wineland
12
Project Manager
Direct
8+
Nadia Ahmed
8
Operations Consultant II
Direct
2+
Lott Gwin
4
Operations Consultant I
Direct
1+
Maria Jalamov
2
Process Analyst
Direct
1+
Naresh Sabnis
25
Operational Data Manager
Direct
1+
Michael Segev
2
Operational Data Analyst
Direct
1+
Jamia McDonald
19
Subject Matter Advisor
Direct
5+
More detailed resumes of proposed personnel to be assigned to a tier two project will be
asked as part of the tier two solicitation process.
4.9. Organizational Chart
The Contractor must provide an overall organizational chart that details staff members,
by name and title, and subcontractors.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
34
of
39
4.10. Disclosure of Subcontractors
The Contractor does not intend to utilize subcontractors to fulfill the Contract
requirements.
4.11. Security
The Contractor will be subject the following security procedures:
The Contractor’s staff may be required to make deliveries to or enter State facilities. The
Contractor must: (a) ensure the security of State facilities, (b) State may require
Contractor personnel to wear State issued ID badges, (c) identify the company that will
perform background checks, and (d) identify the scope of the background checks.
Upon request by the State, the Contractor must provide the results of all security
background checks. The State may decide to also perform a security background
check. If so, the Contractor will be required to provide to the State a list of all delivery
people that will service State of Michigan facilities, including name and date of birth
(social security number or driver license number would also be helpful).
Additional security factors may be required based on the specific State agency or
MiDeal member SOW. Any security procedures will be identified in the specific SOW.
4.12. Access to Tax Information
If the tier two SOW requires the Contractor have access to tax information the
Contractor must comply with the requirements of
IRS Publication 1075
(including
Exhibit
7 Safeguarding Contract Language
) and
Michigan Department of Treasury Safeguard
Requirements of Confidential Tax Data
.
5. Project Management
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
35
of
39
5.1. Reporting
A. The Contractor must provide a report annually which identifies projects completed
and any active projects with State agencies and MiDeal members to the Program
Manager by September 30 of each contract year. The report must include:
1) Name of the project
2) Delivery Order Number
3) Brief description of the project
4) State of Michigan Agency Program Manager for the project and other
stakeholders involved
5) Identify the project as complete or active
B. The Contractor must submit a final report and any interim reports that are described
in each individual project’s SOW to the State agency or MiDeal member Program
Manager. The format and content of the reports, the deadline for submittal, and the
person to whom they should be submitted will be specified in each SOW.
6. Pricing
6.1. Price Term
Pricing is firm for the entire length of the Contract.
6.2. 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.
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.
7. Ordering
7.1. Authorizing Document
The appropriate authorizing document for the Contract will be a Delivery Order.
The State will issue a written delivery order which must be approved by the Contract
Administrator or the Contract Administrator’s designee, to order any services under this
prequalification program. All orders are subject to the terms and conditions of the
prequalification program and the Contract.
8. Invoice and Payment
8.1. Invoice Requirements
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
36
of
39
All invoices submitted to the State must include: (a) date; (b) delivery order number; (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. Overtime, holiday pay, and
travel expenses will not be paid.
8.2. Payment Methods
The State will make payment for Contract Activities via EFT or in accordance with the
details specified within a specific SOW.
9. Service-Level Agreement (SLA)
A.
The Contractor will be held accountable to meet the requirements and the service
level requirements established in this Contract and any individual State agency or
MiDeal member SOW. The Contractor will be asked to agree to any additional SLAs
in each individual SOW, if applicable.
Service Level Agreements for this Contract will be as follows:
SLA Metric 1. Reporting
Definition and
Purpose
The Contractor must provide a completed and active project report.
The report must be submitted by September 30th of each year. As
identified in
Section 5.1.A. Reporting,
unless prior written approval
has been received from the Program Manager or designee.
Acceptable
Standard
1. All reports will be received by the specified date.
2. All reports will be accurate and free of errors. Incomplete or
inaccurate reports will be returned to the Contractor.
The acceptable standard is 100% compliance.
Credit Due for
Failing to Meet the
Service Level
Agreements
1. $100.00 may be assessed for each inaccurate or late report
submitted according to
Section 5.1.A. Reporting
.
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.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
37
of
39
SCHEDULE B PRICING
Contract No
. 230000000170
Operational Consulting Services
1.
The Contractor must provide a pricing schedule for the proposed Contract Activities
using table 1: Staffing Rates.
2.
Price must include all costs, including but not limited to, any one-time or set-up charges,
fees, and potential costs that Contractor may charge the State (e.g., shipping and
handling, per piece pricing, and palletizing).
3.
Contractor certifies that the prices were arrived at independently, and without
consultation, communication, or agreement with any other Contractor.
Contractor not-to-exceed hourly rates must be included in the table below.
Pricing will be finalized in accordance with the tier two competitive selection
process as a lump sum fixed price based on the hourly rates entered below.
Table 1: Staffing Rates
Staff/Role
Hourly Rate
Project Executive
$400.00
Senior Project Manager
$343.00
Project Manager
$279.00
Operations Consultant II
$236.00
Operations Consultant I
$184.00
Process Analyst
$150.00
Operational Data Manager
$279.00
Operational Data Analyst
$184.00
Subject Matter Expert
$400.00
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
38
of
39
SCHEDULE C – INSURANCE REQUIREMENTS
Contract No
. 230000000170
Operational Consulting Services
1. 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.
2. 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.
3. 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.
4. Claims-Made Coverage.
If any required policies provide claims-made coverage,
Contractor must:
a.
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;
b.
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.
5. Proof of Insurance.
a.
Insurance certificates showing evidence of coverage as required herein must be
submitted to
DTMB-RiskManagement@michigan.gov
within 10 days of the
contract execution date.
b.
Renewal insurance certificates must be provided on annual basis or as otherwise
commensurate with the effective dates of coverage for any insurance required
herein.
c.
Insurance certificates must be in the form of a standard ACORD Insurance
Certificate unless otherwise approved by DTMB Enterprise Risk Management.
d.
All insurance certificates must clearly identify the Contract Number (e.g., notated
under the Description of Operations on an ACORD form).
e.
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.
Michigan.gov/MiProcurement
MA 230000000170
Version 2022-1
Page
39
of
39
f.
In the event any required coverage is cancelled or not renewed, Contractor must
provide written notice to DTMB Enterprise Risk Management no later than 5
business days following such cancellation or nonrenewal.
6. Subcontractors.
Contractor is responsible for ensuring its subcontractors carry and
maintain insurance coverage.
7. Limits of Coverage & Specific Endorsements.
Required Limits
Additional Requirements
Commercial General Liability Insurance
Minimum Limits:
$1,000,000 Each Occurrence
$1,000,000 Personal & Advertising Injury
$2,000,000 Products/Completed Operations
$2,000,000 General Aggregate
Contractor must have their policy endorsed to add
“the State of Michigan, its departments, divisions,
agencies, offices, commissions, officers,
employees, and agents” as additional insureds
using endorsement CG 20 10 11 85, or both CG
20 10 12 19 and CG 20 37 12 19.
Automobile Liability Insurance
Minimum Limits:
$1,000,000 Per Accident
Contractor must have their policy: (1) endorsed to
add “the State of Michigan, its departments,
divisions, agencies, offices, commissions, officers,
employees, and agents” as additional insureds;
and (2) include Hired and Non-Owned Automobile
coverage.
Workers' Compensation Insurance
Minimum Limits:
Coverage according to applicable laws
governing work activities.
Waiver of subrogation, except where waiver is
prohibited by law.
Employers Liability Insurance
Minimum Limits:
$500,000 Each Accident
$500,000 Each Employee by Disease
$500,000 Aggregate Disease
8. Non-Waiver.
This Schedule C 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.
