180000000667.pdf

PDF 2 MB Posted May 1, 2018

Attached to: Department Technology, Management and Budget MI|MA180000000667
Contract number: MA180000000667
Issued by: Michigan

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Written by GovTribe AI · Aug 10, 2026

Contract Summary

This document is a Software as a Service (SaaS) contract and related change notices between the State of Michigan, specifically the Department of Technology, Management and Budget (DTMB) and the Michigan Department of Education (MDE), and Imagine Learning, Inc. (later Imagine Learning, LLC). The contract, numbered MA180000000667, was initially executed on May 1, 2018, with an initial term through April 30, 2019. The contract has been modified through ten change notices, extending the expiration date to April 30, 2027, with the contractor's registered address located in Tempe, Arizona.

The contract provides online mathematics and language/literacy educational tools delivered as hosted services to Michigan school sites serving students from Pre-K through 8th grade. The initial contract value was $1,000,000, which has been increased through successive change notices to an estimated aggregate contract value of $17,000,000. Services include unlimited concurrent user access for students and educators, live teacher support available seven days per week, twenty-four-hour reporting and assessments, personalized learning pathways, on-site and regional training, and ongoing professional development. The contract includes three one-year renewal options exercised through Change Notice 10, with payment terms of Net 45 days. Pricing varies by program scope, with the Math Program initially priced at $5,500,000 (including $4,675,000 in licenses and $825,000 in professional development) and the Language and Literacy Program at $500,000 for 27 participating sites. Subsequent change notices added funding to expand site participation and extend service delivery periods through September 30, 2023, and beyond. The contract requires contractor compliance with state IT policies, ADA accessibility standards at WCAG 2.0 Level AA, and the State's standard Service Level Agreement for hosting and support operations.

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STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 10 to Contract Number MA180000000667

C O

A C

IMAGINE LEARNING, INC

100 S. Mill Ave.

Suite 1700

Tempe AZ 85281

Kelly Staniec

877-725-4257 kelly.staniec@imaginelearning.com

CV0126774

Pr og ra m

M an ag er

Various MDE

C on tr ac t A dm in is tr at or Susan Watt-Smith DTMB

517-230-0535 wattsmiths@michigan.gov

CONTRACT SUMMARY

Online Math & Literacy Tools Subscription

INITIAL EFFECTIVE DATE

May 1, 2018

INITIAL EXPIRATION DATE

April 30, 2019

INITIAL AVAILABLE OPTIONS

3 - 1 Year

EXPIRATION DATE

BEFORE

April 30, 2026

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION

1 Year

EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

April 30, 2027

CURRENT VALUE

$17,000,000.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$17,000,000.00

DESCRIPTION

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

Effective March 3, 2026, the fifth and final option year available on this contract is hereby exercised. The revised contract expiration date is April 30, 2027.

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

CHANGE NOTICE NO. 10 TO CONTRACT NO. MA180000000667

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

MDE Spencer Simmons 517-241-2208 SimmonsS6@michigan.gov

MDE Drew Finkbeiner 517-284-6984 FinkbeinerD@michigan.gov

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

Various Susan Watt-Smith

517-230-0535 wattsmiths@michigan.gov

STATE CONTACTS

DTMBC

ontract

A dm inistrator

Program

M anager

Various

IMAGINE LEARNING, INC

100 S. Mill Ave.

Suite 1700 Tempe AZ 85281

Eric Hafen

801-201-1725 eric.hafen@imaginelearning.com

CV0126774

C O

A C

CONTRACT SUMMARY

Online Math & Literacy Tools Subscription

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE May 1, 2018 April 30, 2019 3 - 12 Months April 30, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other NoYes

N/ANet 45

IMAGINE LEARNING, LLC

8860 E Chaparral Rd Suite 100 Scottsdale AZ 85250

Eric Hafen

801-201-1725 eric.hafen@imaginelearning.com

CV0126774

C U

R R

T C

O N

Change Notice Number 9 to

Contract Number MA180000000667

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

12 Months April 30, 2026

$17,000,000.00 $0.00 $17,000,000.00

Effective February 27, 2025, the fourth option year available on this contract is hereby exercised. The revised contract expiration date is April 30, 2026. Please also note the Contractor Address has changed to 100 S. Mill Ave., Suite 1700, Tempe, AZ 85281.

Please note Spencer Simmons, 517-241-2208, simmonss6@michigan.gov, is the Program Manager for the Michigan Department of Education (MDE).

Please note the State Contract Administrator has been changed to Susan Watt-Smith, 517-230-0535, wattsmiths@michigan.gov

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

AGENCY NAME PHONE EMAIL

MDE Spencer Simmons 517-241-2208 SimmonsS6@michigan.gov

DTMB Kimberly Crawford 517-243-1483 CrawfordK5@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 9 TO CONTRACT NO. MA180000000667

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 8 to

Contract Number 180000000667

Various

Jarrod Barron eric.hafen@imaginelearning.com

Eric Hafen

Scottsdale, AZ 85250

IMAGINE LEARNING, LLC

VS0233115

801-201-1725

8860 E Chaparral Rd, Ste 100

(517) 249-0406 S

T A

T E

P ro g ra m a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

DTMB

barronj1@michigan.gov

$17,000,000.00

May 1, 2018 April 30, 2024

ONLINE MATH & LITERACY TOOLS SUBSCRIPTION

April 30, 2019

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 1 Year ☐ April 30, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $17,000,000.00

Effective 8/22/2023, the State exercises an option year for purposes of keeping the contract vehicle open for optional future use. The new expiration date is 4/30/2025. No scope or funding is added to the contract at this time. Per contractor, agency, DTMB Procurement and State Administrative Board approval on 8/22/2023.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MDE

Program Managers for

CHANGE NOTICE NO. 8 TO CONTRACT NO. 180000000667

Kimberly Crawford 517-243-1483 CrawfordK5@michigan.govDTMB

Spencer Simmons 517-241-2113 simmonss6@michigan.govMDE

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 7 to

180000000667Contract Number

IMAGINE LEARNING, LLC

N E W

C O

N T R A

C T O

8860 E Chaparral Rd, Ste 100

Scottsdale, AZ 85250

Eric Hafen

801-201-1725 eric.hafen@imaginelearning.com

VS0233115

Various

BarronJ1@michigan.gov

Jarrod Barron

(517) 249-0406

C o n tra ct

A d m in istra to r

STATE CONTACTS

$11,000,000.00

May 1, 2018 April 30, 2023

ONLINE MATH & LITERACY TOOLS SUBSCRIPTION

April 30, 2019

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

P-Card Direct Voucher (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ 1 Year ☐ April 30, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$6,000,000.00 $17,000,000.00

Effective 9/13/2022, this Contract is assigned from Imagine Learning, Inc. to Imagine Learning, LLC. The State exercises an option to 4/30/2024 and adds $6,000,000.00 to continue the existing Math Program and Language and Literacy Program services for the period 10/1/2022 through 9/30/2023. Contractor may invoice for these services on 11/15/2022. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, DTMB Procurement and State Administrative Board approval on 9/13/2021.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

P ro g n a g e r

MDE DTMB

eric.hafen@imaginelearning.com

Eric Hafen

Provo, UT 84604

IMAGINE LEARNING, INC.

CV0126774

801-201-1725

382 W Park Circle , Suite 100

C U

R R E N

T C

O N

T R A

C T O

Program Managers for

CHANGE NOTICE NO. 7 TO CONTRACT NO. 180000000667

Spencer Simmons 517-284-3136 simmonss6@michigan.govMSP

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 6 to

180000000667Contract Number

Various

Jarrod Barron eric.hafen@imaginelearning.com

Eric Hafen

Provo, UT 84604

IMAGINE LEARNING, INC.

CV0126774

801-201-1725

382 W Park Circle, Suite 100

(517) 249-0406 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

DTMB

barronj1@michigan.gov

$5,000,000.00

May 1, 2018 April 30, 2022

ONLINE MATHEMATICS TOOL

April 30, 2019

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☒ 5 Years April 30, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$6,000,000.00 $11,000,000.00

Effective 9/7/2021, the parties extend the contract by adding five option years to the contract (potentially through 4/30/2027) and exercise an option through 4/30/2023. The parties revise the Contract Terms per the attached documentation and add $6,000,000 for the services detailed in the attached Online Math and Literacy Tool statements of work for the period 10/1/2021 through 9/30/2022. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, DTMB Procurement and State Administrative Board approval on 9/7/2021.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 6 TO CONTRACT NO. 180000000667

Ann Richmond 517-241-2113 RichmondA2@michigan.govMDE

Revised Contract Terms Removing Escrow & Updating Contract Administrators

The parties hereby make the changes shown below. All other terms, conditions, specifications, and pricing remain the same.

The parties hereby strike Section 18 from the Contract Terms:

18. Software Escrow. The parties may enter into a separate intellectual property escrow agreement.

Such escrow agreement will govern all aspects of Source Code escrow and release.

The parties hereby revise and fully restate Section 20.4 of the Contract Terms as follows:

20.4 Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

Jarrod Barron 525 W. Allegan, 1st Floor Lansing, MI 48913 Barronj1@michigan.gov 517-249-0406

David Alderslade 8860 E. Chaparral Rd., Suite 100 Scottsdale, AZ 85251 legal@weldnorthed.com 480-675-7284 mailto:Barronj1@michigan.gov mailto:legal@weldnorthed.com

STATEMENT OF WORK

Math Program

1. BACKGROUND

The Imagine Math program will target unlimited Michigan school sites serving students in grades PK to 8. The goal is to show student progress relative to algebra success and fundamentals.

2. PURPOSE

Subscription and access to, and support for implementation of, an online mathematics resource tool providing a math curriculum that builds conceptual understanding and problem-solving skills.

The Contractor will:

A. Open access statewide, as determined by the State, for grades PK through 8.

B. Provide, as determined by the State, on-site and/or regional training for teachers, and administrators.

C. Provide an assessment to measure student progress throughout the year.

The resource tool must meet the requirements set forth in Sec. 99u as stated below:

Provides students statewide with complete access to mathematics support aligned with state standards (i.e., the Michigan Merit Curriculum) through a program that has all the following elements:

1) Student motivation.

2) Valid and reliable assessments.

3) Personalized learning pathways.

4) Highly qualified, live teachers available seven days per week per schedule at https://www.imaginelearning.com/live-certified-teachers.

5) Twenty-four-hour reporting available within the learning management system.

6) Content built for rigorous mathematics

3. CONTRACT TERM

The contract overall term is expected to be 1 year, with 3 one-year options.

4. USER TYPE AND CAPACITY

Type of User Access Type Number of Users Number of Concurrent Users

Student End-user unlimited unlimited

School teachers and administrators

Read/Edit/Delete/Generate Reports Users unlimited unlimited

The Contractor must be able to meet the expected number of concurrent users.

5. MILESTONES AND DELIVERABLES

Imagine Math Timeline:

Phase 1: Planning and Notification

Week 1: 1-2 hour planning meeting with MDE representatives Planning meeting goal is to:

o Identify key personnel who will be involved in implementation o Identify sites and students that will be participating o Develop notification to communicate program availability to schools o Discuss usage goals

Weeks 2-3: Communicating with schools and awarding licenses.

o Distribute notification about program availability to schools o Award licenses and distribute

Phase 2: Training and Student Launch Week 3: In-person or online training sessions for teachers and administrators Implementation training for new users o 90-120 minutes o Covers the following:

▪ Overview of Imagine Math

▪ Hands on experience

▪ Usage models

▪ Best practices for a successful implementation

▪ Reporting

▪ Student launch

What’s New training for returning users o 30-60 minutes, depending on need o Covers the following:

▪ Updates and program changes

▪ Additional help in areas that might be a struggle, such as journaling, student motivation and analyzing reports

Phase 3: Ongoing Support and Professional Development

Ongoing Support PD modules are given on an as needed basis, based on a district/school request and/or need as determined by the Imagine Learning team.

o Sessions are typically 60 minutes to ½ day, depending on need o Ongoing support/PD can consist of the following options:

Average to Amazing - This is designed to take the experienced IM teachers to the next level.

Journaling - Journaling is a key component of IM. This module covers the how, why and when for student journaling in conjunction with using IM.

Progress Monitoring/The Quantile Framework - Teachers will learn how to interpret reports and use that data to help guide classroom and small group instruction. This pairs well with Classroom Coaching.

Classroom Coaching - Managing students who are using technology is changing the classroom. This interactive session will give teachers IM specifics to keep their students on task and get the most out of the program.

Classroom Models - Suggestions and ideas for using IM in the classroom including the Rotation Model, Flipped Classroom, and Blended Learning.

o On-site coaching visits are available to teachers who need extra help launching students or program management support

Data and Reporting Imagine Learning will provide 2 progress reports and a final, summary report to the Michigan Department of Education.

Progress report 1 must include, at a minimum:

A. Names of the participating sites for grades 3 through 8, including number of classrooms and/or teachers and students using the tool.

B. Information about the on-site and/or regional training for teachers, and administrators including type, when, where and for whom.

C. The first progress report must also address the requirements of Sec. 19B

a. A plan describing the intended coverage area, including a plan for disseminating and promoting the program, along with a plan for expanding that coverage statewide as funding allows.

b. Proposed measurements of outcomes and performance.

Progress report 1 is due December 31, 2021.

Progress report 2 must include, at a minimum:

A. Names of the participating sites for grades 3 through 8, including number of classrooms and/or teachers and students using the tool.

B. Information about the on-site and/or regional training for teachers, and administrators including type, when, where and for whom.

Progress report 2 is due March 31, 2022

A final report will be provided by July 31, 2022, and must:

A. summarize the impact of Imagine Learning over the 2020-2021 school year on student achievement in the participating schools.

B. The final report must also address the requirements of Sec. 19B

a. Actual numbers of students who participated in the program, including the number of districts where the program was implemented.

b. Actual outcomes and performance based on measurements described in subdivision (a)(i)(B).

c. Proposed amendments to benchmarks that may better indicate efficacy and usefulness.

d. Rationale for continuing the program and plans to expand further outreach.

6. HOSTING

Contractor must comply with the State’s standard Service Level Agreement (SLA) attached as Schedule B to the SaaS Terms and Conditions.

7. SUPPORT AND OPERATIONS

Contractor must comply with the State’s standard Service Level Agreement (SLA) attached as Schedule B to the SaaS Terms and Conditions.

8. PROFESSIONAL SERVICES

Contractor must include all other professional services that are necessary to implement and support the Solution.

9. PRICING

Expense Items Totals

Access Costs

Licenses and assessment $4,675,000

Professional Development $825,000

TOTAL $5,500,000

Payment Structure

Billing will occur on a quarterly timeline based on the program timeline. The structure is as follows:

November 15, 2021: $5,500,000

If Contractor reduces its prices for any of the software or services during the term of this Contract, the State must have the immediate benefit of such lower prices for new purchases. Contractor must send notice to the State’s Contract Administrator with the reduced prices within fifteen (15) Business Days of the reduction taking effect.

Travel and Expenses

The State does not pay for overtime or travel expenses.

10. CONTRACTOR KEY PERSONNEL

Contractor Contract Administrator. Contractor Contract Administrator is the person to (a) administer the terms of this Contract, and (b) approve and execute any Change Notices under this Contract.

Contractor Contract Administrator Name: David Alderslade Address: 8860 E. Chaparral Rd. Suite 100, Scottsdale, AZ 85251 Phone: 480-675-7284 Email: legal@weldnorthed.com

Contractor Project Manager. Contractor Project Manager is the person to serve as the primary contact with regard to services who will have the authority to act on behalf of the Contractor in matters pertaining to the implementation services.

Contractor Project Manager

Name: Eric Hafen

Address: 382 W Park Circle, Provo, UT

Phone: 801-201-1725

Email: eric.hafen@imaginelearning.com

Contractor Service Manager. Contractor Service Manager is the person to serve as primary contact with respect to the Services, who will have the authority to act on behalf of Contractor in matters pertaining to the receipt and processing of Support Requests and the Support Services.

Contractor Service Manager Name: Andy Leonard Phone: 313-510-6913 Email: andy.leonard@imaginelearning.com

Contractor Security Officer. Contractor Security Officer is the individual to respond to State inquiries regarding the security of the Contractor’s systems. This person must have sufficient knowledge of the security of the Contractor Systems and the authority to act on behalf of Contractor in matters pertaining thereto.

Contractor Security Officer Name: Sean Moe Address: 382 W. Park Circle, Provo, UT Phone:801-377-5071 Email: privacy@weldnorthed.com

11. STATE RESOURCES/RESPONSIBILITIES

Agency Business Owner. The Agency Business Owner will serve as the primary contact for the business area with regard to business advisement who will have the authority to act on behalf of the State in matters pertaining to the business Specifications.

State Technical Lead. The State Technical Lead will serve as the primary contact with regard to technical advisement.

Language and Literacy Program

The Imagine Language and Literacy program will target 27 Michigan school sites serving students in grades Pre-K to 6th grade. The goal is to build core reading and academic language skills through engaging activities that teach critical language and literacy concepts such as reading and listening comprehension, basic vocabulary, academic language, grammar, phonological awareness, phonics, and fluency.

Subscription and access to, and support for implementation of, an online language and literacy resource tool providing a language and literacy curriculum that builds critical language and literacy concepts such as reading and listening comprehension, basic vocabulary, academic language, grammar, phonological awareness, phonics, and fluency.

The Contractor will:

A. Continue to provide the program to 27 participating sites, for grades Pre-k- through 6th grade.

B. Provide training for teachers, and administrators.

Provides students at 27 school site locations with complete access to Imagine Language and literacy online program:

1) Student motivation.

2) Valid and reliable assessments.

3) Personalized learning pathways.

4) Twenty-four-hour reporting available within the learning management system.

5) English Language Learner Support in 15 languages online and an additional 6 languages in offline resources that include 250-300 pages for each language. (Online: Spanish, Portuguese, French, Haitian, Creole, Japanese, Mandarin, Vietnamese, Korean, Arabic, Somali, Russian, Marshallese, Cantonese, Hmong, Tagalog. Offline resources: Bengali, Burmese, Farsi, Karen, Polish, Swahili, and Urdu.)

3. USER TYPE AND CAPACITY

Type of User Access Type Number of Users Number of Concurrent Users

Student End-user unlimited unlimited

School teachers and administrators

4. MILESTONES AND DELIVERABLES

Imagine Language and Literacy Timeline:

Planning meeting goal is to:

o Identify key personnel who will be involved in implementation o Develop notification to communicate program availability to schools o Discuss usage goals

Weeks 2-3: Communicating with schools and awarding licenses.

o Distribute notification about program availability to schools o Award licenses and distribute o Phase 2: Training and Student Launch Week 3: In-person or online training sessions for teachers and administrators

• Imagine University:

o 24-hour access for teachers and administrators to get on demand professional development any time

1. Getting Started

2. Instructional Design

3. Management Essentials

4. Student Experience

5. Teacher Resources

6. Reports and Data

7. Program Administration

*Also access to live and recorded webinars

• Overview of Imagine Language and Literacy o Personalized Pathways/Differentiation o Benchmark Assessments, Adaptivity, Using Data to Drive

Instruction o Teacher Portals

1. Data Reports

2. Teacher Resources/Tools

3. Activity Explorer

4. Teacher Care/Support

5. Management

• Using Data to Drive Classroom Instruction o Data Reports

1. Usage

2. Progress

3. Growth o Teacher Resources

1. Action Areas Tool

2. Student Portfolios

3. Offline Resources

• Re-Teaching Lesson Plans

• Printable

• Books

• Home Connections

Phase 3: Ongoing Support and Professional Development Ongoing Support PD modules are given as needed basis, based as determined by the Imagine Learning team.

o Ongoing support/PD can consist of the following options:

Average to Amazing - This is designed to take the experienced of

IL&L teachers to the next level.

• Create custom playlist

• Using Activity Explorer for whole and small groups

• Action Area tools to Group students and provide intervention Deep Data Dive – Work with teachers on how to use their data to create additional specialized pathways, small groups for intervention etc.

Utilize offline Resources – Included with the program

• Reteaching lesson planes

• Classroom resources

• Parent Involvement

• Standards Correlation

Data and Reporting Imagine Learning will provide a progress report and a final, summary report to the Michigan Department of Education.

The progress report must include, at a minimum:

A. Names of the participating sites for Pre-K to 6th grade including number of classrooms and/or teachers and students using the tool.

B. Information about the on-site and/or regional training for teachers, and administrators including type, when, where and for whom.

C. The first progress report must also address the requirements of Sec. 388.1619b of the State School Act

a. A plan describing the intended coverage area, including a plan for disseminating and promoting the program, along with a plan for expanding that coverage statewide as funding allows.

The progress report is due December 31, 2021.

A final report will be provided by end of July 31, 2022, and must:

A. summarize the impact of Imagine Learning over the 2020-2021 school year on student achievement in the participating schools.

B. The final report must also address the requirements of Sec. 388.1619b of the State School

Act

a. Actual numbers of students who participated in the program, including the number of districts where the program was implemented.

b. Actual outcomes and performance based on measurements described in subdivision (a)(i)(B).

c. Proposed amendments to benchmarks that may better indicate efficacy and usefulness.

d. Rationale for continuing the program and plans to expand further outreach.

http://www.legislature.mi.gov/(S(0t5qbvty4h40dbbo3en24vij))/mileg.aspx?page=getobject&objectname=mcl-388-1619b http://www.legislature.mi.gov/(S(0t5qbvty4h40dbbo3en24vij))/mileg.aspx?page=getobject&objectname=mcl-388-1619b

5. PROFESSIONAL SERVICES

Contractor must include all other professional services that are necessary to implement and support the Solution.

6. PRICING

Access Cost for 27 Site Licenses $25,000 each

Professional Development $95,000

TOTAL $500,000

The payment structure is as follows:

November 15, 2021: $500,000

Travel and Expenses

The State does not pay for overtime or travel expenses.

7. CONTRACTOR KEY PERSONNEL

Contractor Contract Administrator. Contractor Contract Administrator is the person to (a) administer the terms of this Contract, and (b) approve and execute any Change Notices under this Contract.

Name: David Alderslade Address: 8860 E. Chaparral Rd. Suite 100Phone: 480-675-7284 Email: legal@weldnorthed.com

Contractor Project Manager

Name: Eric Hafen

Address: 382 W Park Circle, Provo, UT

Phone: 801-201-1725

Email: eric.hafen@imaginelearning.com

Name: Andy Leonard Phone: 313-510--6913 Email: andy.leonard@imaginelearning.com

Contractor Security Officer Name: Sean Moe Address: 382 W. Park Circle, Provo, UT

Email: privacy@weldnorthed.com

8. STATE RESOURCES/RESPONSIBILITIES

State Contract Administrator. The State Contract Administrator is the individual appointed by the State to (a) administer the terms of this Contract, and (b) approve and execute any Change Notices under this mailto:emily.robertson@imaginelearning.com mailto:andy.leonard@imaginelearning.com mailto:andy.leonard@imaginelearning.com

Contract.

State Technical Lead. The State Technical Lead will serve as the primary contact with regard to technical advisement.

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 5 to

180000000667Contract Number

Various

Jarrod Barron eric.hafen@imaginelearning.com

Eric Hafen

Provo, UT 84604

IMAGINE LEARNING, INC.

CV0126774

801-201-1725

382 W Park Circle , Suite 100

(517) 249-0406 S

T A

T E

P ro g n a g e r

C o n tra c t

A d m in is tra to r

C O

N T

R A

C T

O R

DTMB

barronj1@michigan.gov

$5,000,000.00

May 1, 2018 September 30, 2021

ONLINE MATHEMATICS TOOL

April 30, 2019

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 7 Months ☐ April 30, 2022

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $5,000,000.00

Effective 6/2/2021, the State exercises the remaining available option time through 4/30/2022. The purpose of this change notice is to keep this contract vehicle open pending receiving future budget allocation. Absent the parties executing a subsequent change notice, Contractor will cease providing services on 9/30/2021. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, and DTMB Central Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 5 TO CONTRACT NO. 180000000667

Ann Richmond 517-241-2113 RichmondA2@michigan.govMDE

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 to

180000000667Contract Number

Various

Jarrod Barron emily.robertson@imaginelearning.com

Emily Robertson

Provo, UT 84604

IMAGINE LEARNING, INC.

CV0126774

405-609-9539

382 W Park Circle , Suite 100

(517) 249-0406 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

DTMB

barronj1@michigan.gov

$3,500,000.00

May 1, 2018 September 30, 2021

ONLINE MATHEMATICS TOOL

April 30, 2019

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ September 30, 2021

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,500,000.00 $5,000,000.00

Effective 12/8/2020, the parties add $1,500,000 for the services defined in the attached Math Program and Language & Literacy Program statements of work. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency, DTMB Procurement aand State Administrative Board approval on 12/8/2020.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

Program Managers for

CHANGE NOTICE NO. 4 TO CONTRACT NO. 180000000667

MDE Ann Richmond 517-241-2113 RichmondA2@michigan.gov

DTMB Kimberly Crawford 517-243-1483 CrawfordK5@michigan.gov

Math Program

The Imagine Math program will target 90 Michigan school sites serving students in grades 3 to 8. The goal is to show student progress relative to algebra success and fundamentals.

Subscription and access to, and support for implementation of, an online mathematics resource tool providing a math curriculum that builds conceptual understanding and problem-solving skills.

The Contractor will:

A. Implement a with 90 participating sites, as determined by the State, for grades 3 through 8.

B. Provide, as determined by the State, on-site and/or regional training for student users, teachers, and administrators.

Provides students statewide with complete access to mathematics support aligned with state standards (i.e., the Michigan Merit Curriculum) through a program that has all the following elements:

1) Student motivation.

2) Valid and reliable assessments.

3) Personalized learning pathways.

4) Highly qualified, live teachers available all day and all year.

5) Twenty-four-hour reporting.

6) Content built for rigorous mathematics

3. CONTRACT TERM

The contract overall term is expected to be 1 year, with 3 one-year options.

Type of User Access Type Number of Users Number of Concurrent Users

Student End-user unlimited unlimited

School teachers and administrators

5. MILESTONES AND DELIVERABLES

Imagine Math Timeline:

Planning meeting goal is to:

Weeks 2-3: Communicating with schools and awarding licenses.

o Distribute notification about program availability to schools o Award licenses and distribute

Phase 2: Training and Student Launch Week 3: In-person or online training sessions for teachers and administrators Implementation training for new users o 90-120 minutes o Covers the following:

▪ Overview of Imagine Math

▪ Hands on experience

▪ Usage models

▪ Best practices for a successful implementation

▪ Reporting

▪ Student launch

What’s New training for returning users o 30-60 minutes, depending on need o Covers the following:

▪ Updates and program changes

▪ Additional help in areas that might be a struggle, such as journaling, student motivation and analyzing reports

Phase 3: Ongoing Support and Professional Development

Ongoing Support PD modules are given on an as needed basis, based on a district/school request and/or need as determined by Customer Success Manager.

o Sessions are typically 60 minutes to ½ day, depending on need o Ongoing support/PD can consist of the following options:

Average to Amazing - This is designed to take the experienced IM teachers to the next level.

Journaling - Journaling is a key component of IM. This module covers the how, why and when for student journaling in conjunction with using IM.

Classroom Models - Suggestions and ideas for using IM in the classroom including the Rotation Model, Flipped Classroom, and Blended Learning.

o On-site coaching visits are available to teachers who need extra help launching students or program management support

Data and Reporting Imagine Learning will provide 2 progress reports and a final, summary report to the Michigan Department of Education.

Progress report 1 must include, at a minimum:

A. Names of the participating sites for grades 3 through 8, including number of classrooms and/or teachers and students using the tool.

B. Information about the on-site and/or regional training for student users, teachers, and administrators including type, when, where and for whom.

C. The first progress report must also address the requirements of Sec. 19B

a. A plan describing the intended coverage area, including a plan for disseminating and promoting the program, along with a plan for expanding that coverage statewide as funding allows.

b. Proposed measurements of outcomes and performance.

Progress report 1 is due with the January 2021.

Progress report 2 must include, at a minimum:

A. Names of the participating sites for grades 3 through 8, including number of classrooms and/or teachers and students using the tool.

B. Information about the on-site and/or regional training for student users, teachers, and administrators including type, when, where and for whom.

Progress report 2 is due August 31, 2021

A final report will be provided by October 31, 2021 and must:

A. summarize the impact of Imagine Learning over the 2020-2021 school year on student achievement in the participating schools.

B. The final report must also address the requirements of Sec. 19B

a. Actual numbers of students who participated in the program, including the number of districts where the program was implemented.

b. Actual outcomes and performance based on measurements described in subdivision (a)(i)(B).

c. Proposed amendments to benchmarks that may better indicate efficacy and usefulness.

6. HOSTING

Contractor must comply with the State’s standard Service Level Agreement (SLA) attached as Schedule B to the SaaS Terms and Conditions.

7. SUPPORT AND OPERATIONS

Contractor must comply with the State’s standard Service Level Agreement (SLA) attached as Schedule B to the SaaS Terms and Conditions.

8. PROFESSIONAL SERVICES

Contractor must include all other professional services that are necessary to implement and support the Solution.

Licenses $ 725,800 Assessments $ 38,200

Subtotal $ 764,000

Professional Development

Onsite/online training $ 155,750 Support/Setup $ 47,750 Coaching visits $ 22,500

Subtotal $ 226,000

3rd Party Evaluation $ 10,000

TOTAL $ 750,000

Billing will occur on a quarterly timeline based on the program timeline. The structure is as follows:

January 18, 2021: $750,000

Travel and Expenses

The State does not pay for overtime or travel expenses.

10. CONTRACTOR KEY PERSONNEL

Contractor Contract Administrator. Contractor Contract Administrator is the person to (a) administer the terms of this Contract, and (b) approve and execute any Change Notices under this Contract.

Name: Brent Taylor Address: 382 W Park Circle, Provo, UT Phone: 801-377-5071 Email: vendor@imaginelearning.com

Contractor Project Manager

Name: Emily Robertson

Address: 382 W Park Circle, Provo, UT

Phone: 405-609-9539

Email: Emily.robertson@imaginelearning.com

Name: Sydney Jordan Phone: 313-318-6627 Email: sydneyjordan@imaginelearning.com

Contractor Security Officer Name: Sean Moe Address: 382 W. Park Circle, Provo, UT

Email: sean.moe@imaginelearning.com

State Technical Lead. The State Technical Lead will serve as the primary contact with regard to technical advisement.

Language and Literacy Program

The Imagine Language and Literacy program will target 37 Michigan school sites serving students in grades Pre-K to 6th grade. The goal is to build core reading and academic language skills through engaging activities that teach critical language and literacy concepts such as reading and listening comprehension, basic vocabulary, academic language, grammar, phonological awareness, phonics, and fluency.

Subscription and access to, and support for implementation of, an online language and literacy resource tool providing a language and literacy curriculum that builds critical language and literacy concepts such as reading and listening comprehension, A. Continue to provide the program to 37 participating sites, for grades Pre-k- through 6th grade.

Provides students at 37 school site locations with complete access to Imagine Language and literacy online program:

1) Student motivation.

2) Valid and reliable assessments.

3) Personalized learning pathways.

4) Twenty-four-hour reporting.

3. USER TYPE AND CAPACITY

Student End-user unlimited unlimited

School teachers and administrators

4. MILESTONES AND DELIVERABLES

Imagine Language and Literacy Timeline:

Planning meeting goal is to:

o Identify key personnel who will be involved in implementation o Develop notification to communicate program availability to schools o Discuss usage goals

Weeks 2-3: Communicating with schools and awarding licenses.

• Imagine University:

o 24-hour access for teachers and administrators to get on demand professional development any time

1. Getting Started

2. Instructional Design

3. Management Essentials

4. Student Experience

5. Teacher Resources

6. Reports and Data

7. Program Administration

*Also access to live and recorded webinars

• Overview of Imagine Language and Literacy o Personalized Pathways/Differentiation o Benchmark Assessments, Adaptivity, Using Data to Drive

Instruction o Teacher Portals

1. Data Reports

2. Teacher Resources/Tools

3. Activity Explorer

4. Teacher Care/Support

5. Management

• Using Data to Drive Classroom Instruction o Data Reports

1. Usage

2. Progress

3. Growth o Teacher Resources

1. Action Areas Tool

2. Student Portfolios

3. Offline Resources

• Re-Teaching Lesson Plans

• Printable

• Books

• Home Connections

Phase 3: Ongoing Support and Professional Development Ongoing Support PD modules are given as needed basis, based as determined by Customer Success Managers.

o Ongoing support/PD can consist of the following options:

Average to Amazing - This is designed to take the experienced of

IL&L teachers to the next level.

• Create custom playlist

• Using Activity Explorer for whole and small groups

Utilize offline Resources – Included with the program

• Reteaching lesson planes

• Classroom resources

• Parent Involvement

• Standards Correlation

Data and Reporting Imagine Learning will provide a progress report and a final, summary report to the Michigan Department

A. Names of the participating sites for Pre-K to 3rd grade including number of classrooms and/or teachers and students using the tool.

B. Information about the on-site and/or regional training for student users, teachers, and administrators including type, when, where and for whom.

C. The first progress report must also address the requirements of Sec. 388.1619b of the State School Act

a. A plan describing the intended coverage area, including a plan for disseminating and promoting the program, along with a plan for expanding that coverage statewide as funding allows.

The progress report is due July 15, 2021.

A final report will be provided by end of October 31, 2021 and must:

A. summarize the impact of Imagine Learning over the 2020-2021 school year on student achievement in the participating schools.

B. The final report must also address the requirements of Sec. 388.1619b of the State School

Act

a. Actual numbers of students who participated in the program, including the number of districts where the program was implemented.

b. Actual outcomes and performance based on measurements described in subdivision (a)(i)(B).

c. Proposed amendments to benchmarks that may better indicate efficacy and usefulness.

5. PROFESSIONAL SERVICES

Contractor must include all other professional services that are necessary to implement and support the

6. PRICING

Access Cost for 37 Site Licenses $ 40,000 each Subtotal $ 1,520,000

Professional Development $ 5,000

Support/Setup $ 5,000 (built into site price)

Discount for state bulk purchase 49.5 % (approx.)

Subtotal $ 750,000

TOTAL $750,000

January 18, 2021: $750,000

If Contractor reduces its prices for any of the software or services during the term of this Contract, the notice to the State’s Contract Administrator with the reduced prices within fifteen (15) Business Days of the reduction taking effect.

7. CONTRACTOR KEY PERSONNEL

Address: 382 W Park Circle, Provo, UT

Name: Emily Robertson

Address: 382 W Park Circle, Provo, UT

Phone: 405-609-9539

Email: emily.robertson@imaginelearning.com

Address: 382 W. Park Circle, Provo, UT

8. STATE RESOURCES/RESPONSIBILITIES

State Project Manager. The State Project Manager will serve as the primary contact with regard to implementation Services who will have the authority to act on behalf of the State in approving mailto:vendor@imaginelearning.com mailto:emily.robertson@imaginelearning.com mailto:emily.robertson@imaginelearning.com mailto:sean.moe@imaginelearning.com

Deliverables, and day to day activities.

State Technical Lead. The State Technical Lead will serve as the primary contact with regard to technical

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

180000000667Contract Number

Various

Jarrod Barron emily.robertson@imaginelearning.com

Emily Robertson

Provo, UT 84604

IMAGINE LEARNING, INC.

CV0126774

405-609-9539

382 W Park Circle , Suite 100

(517) 249-0406 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

DTMB

barronj1@michigan.gov

$3,500,000.00

May 1, 2018 September 30, 2020

ONLINE MATHEMATICS TOOL

April 30, 2019

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

3 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☒ 1 Year ☐ September 30, 2021

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $3,500,000.00

Effective 9/29/2020, the parties exercise a one year option to ensure the contract vehicle does not expire. The parties will need to enter into a subsequent contract change notice to add services and funding once the scope and costs associated therewith are known. All other terms, conditions, specifications, and pricing remain the same. Per contractor, agency and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

Program Managers for

CHANGE NOTICE NO. 3 TO CONTRACT NO. 180000000667

MDE Ruth Anne Hodges 517-241-2219 HodgesR3@michigan.gov

DTMB Kimberly Crawford 517-243-1483 CrawfordK5@michigan.gov

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to

171180000000667Contract Number

Hodgesr3@michigan.gov

Ruth Anne Hodges

Marcy Sims emily.robertson@imaginelearning.com

Emily Robertson

Provo, UT 84604

IMAGINE LEARNING, INC.

CV0126774

405-609-9539

382 W Park Circle , Suite 100

(517) 275-1132 S T A T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

MDE

517-241-2219

DTMB

simsm4@michigan.gov

$2,500,000.00

May 1, 2018 September 30, 2019

ONLINE MATHEMATICS TOOL

April 30, 2019

INITIAL…

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