210000001420.pdf

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 2 to Contract Number MA210000001420

C O

N

TR

A C

TO

R

Resultant, LLC

115 W. Allegan St., Suite 430

Lansing MI 48909

Mike Vance

(317) 538-6371 mvance@resultant.com

VS0153211

ST

A

TE

Pr og ra m

M an ag er

Holly Grandy-Miller DTMB

517-243-8710

Millerh1@michigan.gov

C on tr ac t A dm in is tr at or Adam Ashley DTMB

(517)855-1376 ashleya2@michigan.gov

CONTRACT SUMMARY

Human Centered Design (HCD) Services – Prequalification Program

INITIAL EFFECTIVE DATE

September 1, 2021

INITIAL EXPIRATION DATE

August 31, 2026

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE

BEFORE

August 31, 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 EXTENSION LENGTH OF EXTENSION

0 Years

REVISED EXP. DATE

CURRENT VALUE

$861,487.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$861,487.00

DESCRIPTION

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

Effective February 9, 2026, the attached Schedule A - Statement of Work is hereby added to the Contract for LEO.

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

CN 2: Schedule A – Statement of Work

Scope

Resultant will provide continued support to incorporate the feedback provided by the DTMB, EIM and MRS teams to any remaining unapproved deliverables listed in the original scope of work. The following items are identified as the largest remaining efforts required based on current feedback from DTMB, EIM and MRS.

Out of Scope

The following activities are not included in this Change Order:

• Development of technical system design specifications

• Creation of RFP or procurement documentation

• System implementation planning or vendor evaluation

• Development of detailed configuration or functional solution specifications

• Development of technical data models or system architecture specifications

1.1.5. Requirements Refinement and Feature Coverage

Continue incorporation of requirements related to the MSG/CA feature set reviewed and scoped through HCD design sessions, along with features identified during the review process that were identified as gaps.

Activities Contractor must:

a. Review current requirements documentation and presentation feedback

b. Facilitate discussion regarding appropriate level of abstraction versus functional detail as it relates to RFP strategy

c. Facilitate two additional feedback sessions with MRS, DTMB, and EIM stakeholders to review and confirm the formal feedback received.

Deliverables:

Finalized MRS Jobs-to-be-Done Requirements Traceability Matrix

1.1.6. Prototype And Wireframe Updates to Incorporate Msg/Ca Process Needs Introduce MSG/CA process enhancements into current MRS Counselor tool designs and Indicator team tools.

Contractor must:

a. Update existing prototypes with functions identified for Counselor enhancement

Deliverables:

Prototype and Wireframe Demonstration Session

Timeline

This Change Order extends project services through: March 6, 2026

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Human Centered Design (HCD) Services – Prequalification Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 1, 2021 August 31, 2026 5 - 12 Months August 31, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

115 W. Allegan St., Suite 430

Lansing MI 48909

Mike Vance

(317) 538-6371 mvance@resultant.com

VS0153211

Resultant, LLC

C O

N

TR

A C

TO

R

517-243-8710

Millerh1@michigan.gov

Adam Ashley

(517)855-1376

DTMB

Holly Grandy-Miller DTMB ashleya2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANET 45

Change Notice Number 1 to

Contract Number 210000001420

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $861,487.00 $861,487.00

DESCRIPTION

Effective 7/3/2025, the attached Statement of Work and $861,487.00 (from previously approved pre-qual pool funding) are hereby added to the Contract for LEO.

The Contractor Contact has been updated to Mike Vance.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on 7/11/2023.

Michigan.gov/MiProcurement

SCHEDULE A – STATEMENT OF WORK

CONTRACT ACTIVITIES

LEO MRS Modernization

PROJECT SPECIFIC BACKGROUND

Housed within the Department of Labor and Economic Opportunity (LEO), Michigan Rehabilitation Services (MRS) is a statewide network of vocational rehabilitation (VR) professionals developing creative, customized solutions that meet the needs of individuals and business. MRS provides vocational rehabilitation services for eligible individuals with disabilities, consistent with their unique strengths, resources, priorities, concerns, abilities, capabilities, interests, and informed choice, to prepare for and engage in employment and achieve economic self-sufficiency. We partner with business in employee development, business consulting, and corporate relations.

LEO MRS wants to modernize their case management system which has been in use since 1998. Serious staffing shortages persist as frustration builds due to the outdated and disjointed software limitations resulting in heavily paper-based manual work.

Navigating the system and training staff remains burdensome. Menus appear inconsistent and lack continuity. Automating tasks and indexing data remains difficult.

The current system involves multiple levels of bureaucracy, while mandating complicated data capture.

When designing the IT solution, functionality should prioritize user efficiency, seamless workflows, and enhanced decision-making capabilities. Key features to consider include a Case Worker Dashboard for centralized access to key metrics, tasks, and case updates, as well as a Report Generator that enables users to create customizable reports with ease. An Exit Survey Tool should be incorporated to gather valuable customer feedback upon service completion. A Centralized Service Notes repository can streamline documentation of case activities, while Tool Tips provide context-sensitive guidance to enhance usability. Additional functionality should include support for Electronic Attachments to upload, store, and manage files, along with E-Signature Integration for secure and efficient signature collection. Third-Party Software Integrations with commonly used applications (e.g., email, scheduling tools) will improve workflow efficiency, and Advanced Reporting capabilities, including dynamic dashboards and analytics, will empower data-driven decision-making across the organization.

REQUIREMENTS

1. Scope of Work Contractor to apply HCD practices to research and create requirements for the design of a new case management system. The new system should be intuitive, accessible, and user friendly, while meeting technical constraints. In addition, the new system should make use of appropriate, cutting-edge technology that provides best value in usability, functionality, and security for years to come.

1.1. Outcomes

Contractor must outline their approach to meeting the following work requirements and how that approach will improve agency service delivery.

1.1.1. Conduct user research to understand behaviors, needs, and attitudes that shape the delivery of vocational rehabilitation services, ensuring future solutions are user-focused and inclusive.

1.1.2. Leverage prior work and insights to redesign workflows, transitioning from paper-dependent processes to digital-first, customer-centered solutions.

Prioritize efficiency, compliance, and enhanced reporting capabilities to enable data-driven decision-making and actionable insights.

1.1.3. Develop case management system requirements that seamlessly integrate redesigned workflows with innovative technology, focusing on future needs rather than replicating legacy functionality.

1.1.4. Implement a comprehensive change management strategy to facilitate staff adoption of new workflows and technology, with a focus on training, feedback, and support.

In general, this project will require a broad spectrum of design work, including user research, process and application design, integration, and change management. Project work will not include developing the new system but may include providing human-centered design coaching or consulting to the project team.

1.2 Deliverables

Contractor must describe how the following deliverables, or suitable alternatives, will be provided.

Requirement 1.1.1: Conduct user research.

Deliverables:

a. User Research Report. A comprehensive document summarizing insights from interviews, surveys, and observations, highlighting common behaviors, pain points, and opportunities for improvement.

b. Service Blueprint. A visual representation of current and ideal service delivery processes, identifying gaps and inefficiencies.

Requirement 1.1.2: Redesign workflows.

Deliverables:

a. Compliance Checklist. Documentation of how the new workflows will meet/improve federal and organizational compliance requirements.

b. Dynamic Reporting Prototypes. Pre-designed templates for key reports, to be used for informing system reporting functionality.

Requirement 1.1.3: Develop IT system requirements.

Deliverables:

a. IT System Requirements Document. A detailed specification of system functionalities, in a jobs-to-be-done format, aligned with the redesigned workflows.

b. Low-fidelity Prototype. Visual representation of the IT solution, showcasing user interfaces and functionality.

c. Usability Testing Plan. A testing plan to ensure the IT solution meets user needs.

Requirement 1.1.4: Change management strategy.

Deliverables:

a. Change Management Plan. A structured plan outlining the strategy, including communication, training, and support activities.

b. Stakeholder Engagement Plan. A timeline and approach for keeping stakeholders informed and involved throughout the process.

c. Training Sessions and Materials. Interactive workshops, e-learning modules, and handouts to help staff understand and adopt new workflows.

d. Feedback Mechanism. Tools (e.g., surveys, feedback forms) to gather input from staff and measure the effectiveness of change management efforts.

2. Knowledge Transfer

The State of Michigan wants to better understand steps taken throughout the HCD process and requests the Contractor enable state employees to learn through observation, participation, and de-briefing of facilitation activities of the project.

Contractor must provide to the OCI/HCD team, agency leadership team, and any key personal identified by agency leadership coaching and mentorship throughout the course of the project and equip them with the knowledge they need to achieve desired outcomes of the project. Appropriate knowledge transfer and training should be delivered to core members of the agency team to build competency in HCD and ensure the ability to maintain the implemented solution.

3. Service Requirements

3.1. Timeframes

This is a 9-month contract. agency retains the option for additional project iterations, at additional agreed-to cost, beyond the initial service timeframe.

All Contract Activities must be delivered by February 9, 2026.

3.2. Acceptance, Inspection, and Testing

The State will use the criteria provided in Section 16 of the Contract Terms to determine acceptance of the Contract Activities.

4. Staffing

4.1. Key Personnel

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

Key Personnel must be on-site at the agency office location as requested by the agency. This may include kick-off meeting, briefings, and other meetings that are collaborative in nature.

4.2. Disclosure of Subcontractors

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

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

• The relationship of the subcontractor to the Contractor.

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

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

5. Project Management

5.1 Project Plan

The Contractor will carry out this project under the direction and control of the Program Manager. Within 10 calendar days of the Effective Date, the Contractor must submit an initial project plan to the Program Manager for approval. The plan must include: (a) the Contractor's organizational chart with names and title of personnel assigned to the project, which must align with the staffing stated in accepted proposals; and (b) the project breakdown showing sub-projects, tasks, timeline, and resources required.

5.2 Meetings

The Contractor must attend weekly status meetings. The State may request other meetings, as it deems appropriate.

5.3 Reporting

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

• Weekly/monthly project status

• End-of-year summary

• Final project presentation

6. Pricing

6.1. Price Term

Pricing is firm for the entire length of the Contract. Bidder to submit specific pricing in Schedule B.

Schedule B – Pricing

REQUIREMENT COST

Project Management $128,832 Requirement 1.1.1: Conduct user research.

$138,160

Requirement 1.1.2: Redesign workflows.

$169,620

Requirement 1.1.3: Develop IT system requirements.

$264,000

Requirement 1.1.4: Change management strategy.

$103,620

Knowledge Transfer $57,255 Total $861,487

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 210000001420 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

Resultant, LLC

ST

A

TE

Pr og ra m

M an ag er

Holly Grandy-Miller DTMB

115 W. Allegan St., Suite 430 517-243-8710

Lansing, MI 48909 Millerh1@michigan.gov

Ashleigh Greene

C on tra ct

Ad m in is tra to r Sean Regan DTMB

586-612-5535 517-243-8459 agreene@resultant.com regans@michigan.gov

VS0153211

CONTRACT SUMMARY

DESCRIPTION: Human Centered Design (HCD) Services – Prequalification Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

9/1/2021 8/31/2026 5, 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $0.00

STATE OF MICHIGAN PROCUREMENT

525 W. Allegan, Lansing, MI 48933 P.O. Box 30026 Lansing, MI 48909

CONTRACT NO. 210000001420

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

SCHEDULE A

STATEMENT OF WORK

CONTRACT ACTIVITIES

STATE OF MICHIGAN

Human Centered Design (HCD) Services – Prequalification Program

Project Request This is a Pre-Qualified Contract to provide consulting services for Human Centered Design (HCD) activities for all State Agencies/Organizational Units. The State is establishing a prequalified Contractor pool through this Contract and will update the pool as deemed necessary by the State. Updates to the pool will be accomplished through the issuance of an

RFP.

1. Prequalified Contractor solution and staffing will be evaluated under a second-tier, competitive selection process. The State may then award a specific HCD solution to the Contractor offering the best overall value.

2. Each Statement of Work (SOW) may contain unique service levels, requirements and general deliverables which may include, but are not limited to, services outlined in this Schedule A, Statement of Work.

3. The State will issue each SOW to all prequalified Contractors. The SOW will identify the deliverables, period of performance, specific response information required, work evaluation and payment criteria, and any additional terms and conditions that may apply to that SOW. The process for the State issuing and the Contractor(s) responding to a SOW follows:

a) State issues a SOW via email to pre-qualified Contractors with a timeline including due dates for questions, due dates for responses, and period of performance.

b) Contractor responses must follow criteria required in each SOW and if hourly pricing is requested by the State, Contractor pricing must not exceed rates provided in Schedule B.

c) State selection will be based on a best value evaluation using the criteria identified in the SOW.

Background The Michigan Department of Technology, Management and Budget (DTMB) Office of Continuous Improvement (OCI) is responsible for the statewide HCD strategy. The HCD strategy focuses on the needs and the desires of stakeholders interfacing with the state for services when developing technology.

1.1 In Scope

In partnership with OCI the Contractor is responsible for using standard HCD methods to create deliverables for improvement projects for state agencies. HCD engagements may include the agency, DTMB, OCI staff, and third-party providers not including the Contractor. Collectively, this solicitation refers to these resources as “project staff.

The Contractor will increase stakeholder engagement to improve state services by deploying specific activities to; garner stakeholder input, define needs, understand issues; facilitate ideation, facilitate prototype creation, set metrics/measures, and recommend a program of change. The Contractor may engage in ongoing feedback with stakeholders through the implementation of recommended change. The Contractor may be asked by OCI to utilize specific methods to maintain consistency in state HCD projects. HCD projects are a means to strategically expand the competency in HCD tools by state employees. The partnership between the Contractor and OCI is pivotal in this strategy for knowledge transfer. The scope and duration of efforts vary by engagement and may include all or a subset of the work and deliverables identified below, or additional deliverables identified in the second tier SOW.

When the SOM establishes a need for services, a specific statement of work will be formalized, and proposals will be solicited from the prequalified Contractors utilizing a second-tier competitive selection process. The specific statement of work will identify, at a minimum, the period of performance, deliverables, specific response information required and any special terms and conditions that are associated with the individual statement of work. Price proposals for each specific statement of work must be provided on a deliverable(s) basis. The second-tier will include a SOW, pricing table and will describe the evaluation criteria that will be used to select the vendor. The State will add the associated statement of work and the necessary funding to the selected Contractor’s primary Contract.

1.2 Work and Deliverables

The 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 or defined in the second-tier evaluation process:

a. Methodology and Deliverables for Human Centered Design

A methodology is an approach to doing something with a distinct set of rules, techniques, tests, activities, deliverables, and processes which typically function to solve a specific problem. An effective methodology is well-defined and repeatable.

b. Project Management

Project management is the application of processes, methods, knowledge, skills and experience to achieve project objectives. Effective project management consistently delivers predictable results.

c. Training

d. Metrics

e. Knowledge Transfer

f. Diversity, Equity, and Inclusion (DEI)

1.3 Specific Standards

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. Contractors are expected to provide proposals that conform to State IT policies and standards. All services and products provided as a result of this contract must comply with all applicable State IT policies and standards.

Contractor is required to review all applicable links provided below and state compliance in their response.

Public IT Policies, Standards and Procedures (PSP):

https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.html

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 1340.00.130.02 Acceptable Use of Information Technology (michigan.gov). 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.

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 the 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 the Contractor 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

1.4 SUITE Documentation

In managing its obligation to meet the above milestones and deliverables, the Contractor is required to utilize the applicable State Unified Information Technology Environment (SUITE) methodologies, or an equivalent methodology proposed by the Contractor.

SUITE’s primary goal is the delivery of on-time, on-budget, quality systems that meet customer expectations. SUITE is based on industry best practices, including those identified in the Project Management Institute’s PMBoK and the Capability Maturity Model Integration for Development. It was designed and implemented to standardize methodologies, processes, procedures, training, and tools for project management and systems development lifecycle management. It https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.html https://www.michigan.gov/documents/dtmb/1340.00.01_Acceptable_Use_of_Information_Technology_Standard_458958_7.pdf http://www.michigan.gov/documents/dmb/1650.00_209567_7.pdf?20151026134621 http://www.michigan.gov/suite offers guidance for efficient, effective improvement across multiple process disciplines in the organization, improvements to best practices incorporated from earlier models, and a common, integrated vision of improvement for all project and system related elements.

While applying the SUITE framework through its methodologies is required, SUITE was not designed to add layers of complexity to project execution. There should be no additional costs from the Contractor, since it is expected that they are already following industry best practices which are at least similar to those that form SUITE’s foundation.

SUITE’s companion templates are used to document project progress or deliverables. In some cases, the Contractor may have in place their own set of templates for similar use. Because SUITE can be tailored to fit specific projects, project teams and State Program Managers may decide to use the Contractor’s provided templates, as long as they demonstrate fulfillment of the SUITE methodologies.

The Contractor is required to review http://www.michigan.gov/suite and demonstrate how each PMM/SEM requirement will be met. If the Contractor wishes to use their own documents, they must submit an example of the document that will be substituted. If the Contractor deems a document to be non-applicable, they must provide reasons for the determination. The State reserves the right to give final approval of substituted documents and items marked as non-applicable.

2. RESERVED

3. Acceptance

3.1. Acceptance, Inspection and Testing

The State will use the criteria provided in Section 16 of the Contract Terms to determine acceptance of the Contract Activities.

4. Staffing

4.1. Contractor Representative

The Contractor must appoint a Contractor Representative, specifically assigned to this Contract, that will respond to State inquiries regarding the Contract Activities, answering questions related to ordering and delivery, etc. (the “Contractor Representative”).

The Contractor must notify the State Contract Administrator at least 30 calendar days before removing or assigning a new Contractor Representative.

Contractor:

Ashleigh Greene 115 W. Allegan Street, Suite 430 Lansing, MI 48909 agreene@resultant.com 586-612-5535

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:

Sean Regan 525 W Allegan St Lansing, MI 48933 regans@Michigan.gov 517-243-8459

Kate Shelby 111 Monument Circle, Suite 202 Indianapolis, IN 46204 kshelby@resultant.com 765-586-0730

4.3 Program Manager

http://www.michigan.gov/suite mailto:regans@Michigan.gov mailto:regans@Michigan.gov

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

State: Contractor:

Holly Grandy-Miller Director - Office of Continuous Improvement Capitol National Center 200 North Washington Square, Lansing millerh1@michigan.gov 517-243-8710

Ashleigh Greene 115 W. Allegan Street, Suite 430 Lansing, MI 48909 agreene@resultant.com 586-612-5535

4.4. Work Hours and Work Location

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

The State anticipates that much of the work will be conducted remotely, however there may be requirements for in person meetings. Onsite work will be primarily in the Lansing / Metro Detroit area. Travel to additional locations in Michigan may be required in limited circumstances.

4.5. Key Personnel

The Contractor must appoint an individual who will be directly responsible for the day-to-day operations of the Contract, as well as a staffing team who will be committed to this project (“Key Personnel”). Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquires within 24 hours.

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

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

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

(ii) If Contractor fails to assign a replacement to shadow the removed Key Personnel for at least 30 calendar days, in addition to the $25,000.00 credit specified above, Contractor will credit the State $833.33 per calendar day for each day of the 30 calendar-day shadow period that the replacement Key Personnel does not shadow the removed Key Personnel, up to $25,000.00 maximum per individual. The total Unauthorized Removal Credits that may be assessed per Unauthorized Removal and failure to provide 30 calendar days of shadowing will not exceed $50,000.00 per individual.

mailto:millerh1@michigan.gov

Contractor acknowledges and agrees that each of the Unauthorized Removal Credits assessed above: (i) is a reasonable estimate of and compensation for the anticipated or actual harm to the State that may arise from the Unauthorized Removal, which would be impossible or very difficult to accurately estimate; and (ii) may, at the State’s option, be credited or set off against any fees or other charges payable to Contractor under this Contract.

The Contractor must identify the Key Personnel, indicate where they will be physically located, describe the functions they will perform, and provide current chronological résumés.

4.6. Organizational Chart

The Contractor must provide an overall organizational chart that details staff members, by name and title, and subcontractors upon request by the State.

4.7. Background Checks

Upon request, 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.

Contractor must present certifications evidencing satisfactory Michigan State Police Background checks ICHAT and drug tests for all staff identified for assignment to this project.

In addition, proposed Contractor personnel will be required to complete and submit an RI-8 Fingerprint Card for the National Crime Information Center (NCIC) Fingerprints, if required by project.

Contractor will pay for all costs associated with ensuring their staff meets all requirements.

Contractor staff must attend agency specific orientation, security awareness training and any other relevant security and/or confidentiality training. Contractor staff must sign any appropriate agreements or training certifications.

Contractor staff assigned to work with restricted, sensitive data have an obligation to safeguard and protect the confidentiality of such data. Further, if the staff member accidentally or purposefully releases restricted or sensitive data, the contractor assumes full responsibility for any resulting penalties, such as those described in the Identity Theft Protection Act (Act 452 P.A. 2004, amended July 2007).

4.8. Organizational Chart

The Contractor must provide an overall organizational chart that details staff members, by name and title, and subcontractors upon State request.

4.9. Disclosure of Subcontractors

If the Contractor intends to utilize subcontractors, it must be disclosed in the second-tier SOW process.

5. Project Management

5.1. Project Plan

Contractor must provide project management plan.

The Contractor will carry out this project under the direction and control of the Program Manager. Within 10 calendar days of the Effective Date, the Contractor must submit a project plan to the Program Manager for final approval. The plan must include: (a) the Contractor's organizational chart with names and title of personnel assigned to the project, which must align with the staffing stated in accepted proposals; and (b) the project breakdown showing sub-projects, tasks, and resources required.

5.2. Meetings

The State may request meetings as it deems appropriate.

5.3. Reporting

The Contractor must submit reports to the Program Manager.

6. Pricing

6.1. Price Term

Pricing is firm for the entire length of the Contract.

7. Ordering

7.1. Authorizing Document

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

8. Invoice and Payment

8.1. Invoice Requirements

All invoices submitted to the State must include: (a) date; (b) purchase order; (c) quantity of records/units; (d) price per record/unit (e) description of the Contract Activities; (f) shipping cost (if any); and (g) 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.

9. Liquidated Damages Late or improper completion of the Contract Activities will cause loss and damage to the State and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, if there is late or improper completion of the Contract Activities the State is entitled to collect liquidated damages in the amount of $1,000 and an additional $100 per day for each day Contractor fails to remedy the late or improper completion of the Work.

Version 11 (10/2020) 9

SCHEDULE B

PRICING

1. Firm Fixed Deliverable Pricing

Firm Fixed deliverable pricing will be provided through the second-tier solicitation.

2. Hourly rates for additional HCD services

In additional to the firm fixed deliverable pricing obtained through the tier 2 solicitations. The State may also engage the contractor to complete services on a time and materials basis. The rate table provides the hourly rates for the resources available through the resulting Contract.

Position Type (Column 1)

Hourly Rate ($) (Column 2)

1. HCD Senior Consultant $185

2. HCD Consultant $165

3. HCD Associate Consultant $125

4. Senior Project Manager $185

5. Project Manager $153

6. Project Coordinator $92

7. Senior UI/UX Designer $165

8. UI/UX Designer $125

9. Senior Business Analyst $165

10. Business Analyst $125

Mich igan .gov/MiProcure ment

STANDARD CONTRACT TERMS

Version 11 (10/2020)

Standard Contract Terms

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Contractor. This Contract is effective on September 1, 2021 (“Effective Date”), and unless terminated, expires on August 31, 2026.

This Contract may be renewed for up to five (5) additional one (1) year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

1. 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, and meet operational standards, 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) not make any media releases without prior written authorization from the State; (i) 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; (j) comply with all State physical and IT security policies and standards which will be made available upon request;

and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

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

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

3. 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”):

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

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

6. Insurance Requirements. Contractor, at its sole expense, must maintain the insurance coverage identified below.

All required insurance must: (i) protect the State from claims that arise out of, are alleged to arise out of, or otherwise result from Contractor's or subcontractor's performance; (ii) be primary and non-contributing to any

Version 11 (10/2020) comparable liability insurance (including self-insurance) carried by the State; and (iii) be provided by a company with an A.M. Best rating of "A-" or better, and a financial size of VII or better.

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

Policy must be 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

If a motor vehicle is used in the performance of the Contract, Contractor must maintain motor vehicle liability coverage for bodily injury and property damage, as required by law.

Workers' Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance

Minimum Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease

Privacy and Security Liability (Cyber Liability) Insurance

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Annual Aggregate

Policy must cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

Professional Liability (Errors and Omissions) Insurance

Minimum Limits:

$3,000,000 Each Occurrence $3,000,000 Annual Aggregate

If any required policies provide claims-made coverage, the Contractor must: (i) provide coverage with a retroactive date before the Effective Date of the Contract or the beginning of Contract Activities; (ii) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities;

and (iii) 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, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (i) provide insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within twenty (20) calendar days of the expiration date of the applicable policies; (ii) require that subcontractors maintain the required insurances contained in this Section; (iii) notify the Contract Administrator within five (5) business days if any policy is cancelled; and (iv) waive all rights

Version 11 (10/2020) against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

7. 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.

8. 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.

9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. 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.

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.

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

https://www.thepayplace.com/mi/dtmb/adminfee http://www.michigan.gov/mideal

Version 11 (10/2020)

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

12. 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.

13. 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.

14. Change of Control. Contractor will notify within 30 days of any public announcement or otherwise once legally permitted to do so, the State 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.

15. Ordering. Contractor is not authorized to begin…