250000000433.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

CONTRACT SUMMARY

Operational Consulting Services – Prequalification Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

March 11, 2025 March 10, 2030 2 - 1 Year March 10, 2030

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

2715 Woodward Ave

Detroit 22 48201

Jonathan Nipper

(248) 227-6394

Nipper.Jonathan@bcg.com

VC0002124

Boston Consulting Group, Inc.

C O

N

TR

A C

TO

R

Adam Ashley

(517) 855-1376

DTMB

Various Various ashleya2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANET 45

Change Notice Number 1

Contract Number MA250000000433 to

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 Years

$0.00 $200,000.00 $200,000.00

DESCRIPTION

Effective September 9, 2025, the attached Schedule A - Statement of Work and $200,000.00 are hereby added to the Contract for MDOS.

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

AGENCY NAME PHONE EMAIL

DTMB Adam Helm 517-243-3974 HelmA3@michigan.gov

MDOS Jenny Beneteau BeneteauJ@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 1 TO CONTRACT NO. MA250000000433

CHANGE NOTICE NO. 1 TO CONTRACT NO. MA250000000433

SCHEDUELE A - OPERATIONAL CONSULTING

SERVICES – TIER-TWO STATEMENT OF WORK

Customer Service Training

The Contractor selected will be issued a Contract Change Notice and/or Delivery Order for which the terms will be governed by the Contract Terms from Pre-Qual contract 250000000433, and this Statement of Work (SOW).

This schedule identifies the anticipated requirements resulting from DS 250000000022.

BACKGROUND

Original Contract requirements apply for this Section, in addition to the following:

The Bureau of Branch Operations (BBO) and the Bureau of Quality & Customer Experience (BQCX) are seeking a vendor to improve the customer experience (CX) from start to finish; by identifying soft skills inadequacies, knowledge, and delivery of service from the employee experience (EX).

The lack of a standardized soft skills training program has led to:

• Inconsistent customer service experiences

• Erosion of public trust

• Missed opportunities to deliver “get it right the first time” services

Many staff members lack crucial soft skills such as active listening, empathy, conflict resolution, and adaptability, resulting in poor service delivery.

Quantitative Findings (March 1, 2024 – March 1, 2025)

Dashboard/Google Reviews:

• Poor Ratings: 24% (729/2,992)

• Satisfactory Ratings: 3% (82/2,992)

Complaint Summary:

Survey Source Date Range # of Complaints

1. Secret Shopper Program 08/05/2024 – 09/06/2024

2. Google Reviews/Dashboard 03/1/2024 – 03/31/2025

3. Branch Customer Complaints Happy Fox FY 24

10/01/2023 – 09/30/2024

Qualitative Findings – Secret Shopper Program

• 9 out of 34 customers were not greeted at arrival.

• Staff lacked purpose, empathy, and offered no service options.

• Staff failed to assist elderly or vulnerable customers.

• Customers reported being rushed, misunderstood, or disrespected.

• Negative tone, body language, and lack of emotional intelligence.

Expected Outcomes

• Improve public-facing service and branch/call center culture.

• Equip staff to serve with empathy, cultural awareness, and decision-making skills.

• Improve MDOS public image and Google review satisfaction.

• Build lasting trust and relational interactions with Michigan residents.

SCOPE

Original Contract requirements apply for this Section in addition to the following:

Develop and deliver a comprehensive, human-centered Customer Experience (CX) training program focused on enhancing customer service quality in MDOS branches and call centers. The training will equip staff with the skills to create consistent, empathetic, and trust-based interactions with the public, especially for underserved populations. This training will be required for all public facing employees.

1.1. General Requirements

The Contractor will be responsible for complying with all the original Contract Requirements and for providing all Deliverables, Services and Staff to perform the work as indicated below.

The Contractor must:

A. Establish a structural training program focusing on the following:

1) Soft Skills Development

2) Interpersonal Tools to Build Trust

3) Empathetic Services Approaches

4) Customer-Centric Culture

5) Human-Centered Design Thinking

Aim: Move from transactional to relational service delivery and equip staff to support all customer groups with empathy, emotional intelligence, and critical thinking.

Phase 1 – Design

Contractor must:

a) Play a lead role in the planning, facilitation, and documentation of the planning process.

b) Involve appropriate internal stakeholders in the planning process.

c) Ensure the inclusion of diverse voices in the planning activities, remove bias, and calculate stakeholder input, while using a collaborative approach to setting priorities and mapping the best route to implementation.

d) Perform an assessment of BBO/BQCX EX readiness (based on ~5 interviews with senior stakeholders) that builds on BBO/BQCX EX assessments and process improvement work, to date.

e) Include what training they will provide based on their assessment of BBO/BQCX.

f) Provide analysis to support recommended training to implement CX & EX methodology.

g) Document all deliverables (agenda, facilitation plans), etc. electronically and must assist in reviewing information and inputs to establish additional goals and the identification of informational needs.

h) Customized initial facilitation plan including stakeholder involvement, process, and timeframe of completion. (Section 5.1)

i) Review the draft written proposed training with BBO/BQCX and other stakeholders as requested.

j) Develop a customized training facilitation plan for a continuous learning and train-the-trainer program in partnership with BBO/BQCX/MDOS.

k) Submit a draft workshop facilitation plan 1 week prior to the scheduled session to

MDOS.

l) Incorporate feedback or edits from MDOS that would assist in meeting the desired results to the facilitation plan.

MDOS must:

a) Provide feedback within 2 business days of content being shared with MDOS.

b) Review and approve the final facilitation plan within 2 business days of receiving the draft plan.

c) MDOS will brief on necessary details to meet the assessment and process improvement work requirement. See Phase 1 d.

d) Provide calendar alignment for kick-off (week 1), interviews to assess readiness

(week 1), workshop 1 (week 2), workshop 2 (week 4), methodology application /tailoring workshop (week 3) and “train the trainer” sessions (two sessions in week 5)

Phase 2 - Workshop Activities

a) The Contractor in partnership with MDOS will evaluate workshop feedback for continuous improvement purposes and identify methodology, strategic plan initiatives, and training recommendations.

1. Workshop 1 objective (week 2): Aligned on learning goals and wire frames for each of the virtual self-paced trainings

2. Workshop 2 objective (week 4): Review virtual self-paced trainings and “train the trainer” approach for sessions occurring in week 5

b) The Contractor must provide a draft report in a modifiable digital format (Microsoft Word or PowerPoint) within 10 business days of the facilitated workshop(s). This will include:

1. Methodology used for EX and CX process (overview of activities used, results, with facilitation instruction, tips and tricks).

2. EX training program recommended to be used by the State of Michigan.

3. Workshop documentation of next steps and goals, facilitated activity results, additional goals established as a result of the workshop(s), identification of information needed for committee or sub-committee work.

MDOS must:

a) Provide feedback within 2 business days of content being shared with MDOS.

b) Provide logistical support (MDOS training room reservations, equipment, and supplies) as requested.

c) Ensure workshop attendees are available to participate during weeks 2 and 3 of the project.

Phase 3 – Delivery

Contractor must:

a) Lead the facilitation of the workshop(s) and any necessary work pre- or post-workshop required to deliver the EX and CX methodology.

b) Provide facilitated coaching of workshop participants to lead the team to the desired results.

c) Provide copies of all workshop facilitation materials, including any pre-work or post-work follow up, in a modifiable digital format (Microsoft Word or PowerPoint).

d) All materials that support the methodology used for the data gathered should be tailored to MDOS. This includes but is not limited to templates, facilitation guides, and training.

e) The facilitation materials, activities, deliverables, and reports will be a State of Michigan owned product, and the State will have rights to use all materials, activities, deliverables, and reports in perpetuity.

f) Document the work of the workgroup and must play a lead role in compiling information and input from workgroup members. Contractor must play a lead role in producing a final report which reflects the accomplishments and next steps of the workgroup(s).

MDOS must:

a) Provide feedback within 2 business days of content being shared with MDOS.

b) Provide logistical support (MDOS training room reservations, equipment, and supplies) as requested.

c) Ensure trainers attend the two sessions in week 5 (any “make up” sessions are not covered by the scope of this agreement)

Optional Deliverables

Contractor response to include a post internal workshop deliverable for the vendor to facilitate a “methodology application/tailoring” workshop, this could be a session where we walk through a recent enterprise roll out and identify what we might have done different if we followed this EX/CX method. The session could identify structural items that are essential to the section’s success and a road map to follow to operationalize EX/CX.

(Possible outcomes could be governance models, revised process maps, section mission impact with possible additions or revision, role definition, etc.)

1.2. Training

The State prefers to have all training delivered in person. Upon completion, all trainees must receive a certificate of completion and be given an anonymous training evaluation survey which must be collected at the end of each training session.

a) Training of all public facing employees via 5 self-paced virtual training modules

1. ~1 hour of training content per self-paced module (i.e., 5 hours of content total)

2. Typically, each of the 5 modules will include scenarios, multiple choice questions, and interactive text and audio content

3. The modules must be ready to launch at the end of the 5-week sprint. The modules would then remain available to the SOM for self-paced learning as deliverables from this effort and will be made available to all employees of the State at any future point in the SOM Learning Portal.

b) Train the Trainer (TTT) via 2 in-person or virtual sessions to occur in week 5 of the project

The Contractor is responsible for developing the training agenda, presentation, and training materials that will be approved by the Program Manager.

2. Service Requirements

2.1. Delivery

Delivery of all contract activities will be expected within 5 weeks from receipt of order. The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

a) Train the Trainer sessions and workshops must be held in person unless extenuating circumstances arise, and approval has been granted by the Program Manager to do so virtually.

b) In person training and workshop(s) will be held at State agency locations in Lansing and Detroit.

c) The State is open to Contractor locations if approved by the Program Manager.

d) In the event of virtual Train the Trainer sessions and workshops being approved, they must be delivered via Microsoft TEAMS or Zoom (if separately agreed).

3. Acceptance

3.1. Final Acceptance

a) Final acceptance is expressly conditioned upon completion of all deliverables.

b) Completion of all tasks in the project facilitation plan as approved.

c) Completion of all applicable testing.

d) Certification by the State Program Manager that the Contractor has met the defined requirements.

4. Staffing

4.1. Contractor Representative

The Contractor will be responsible for complying with all the original Contract Requirements.

The Contractor must appoint one Contractor Representative specifically assigned to State of Michigan accounts, who will respond to State inquiries regarding the Contract Activities, answer questions related to ordering and delivery, etc. (the “Contractor Representative”). Contractor must identify its Contractor Representative.

Neveen Awad 2715 Woodward Ave Suite 200 Detroit, MI 48201 Awad.Neveen@bcg.com 248.766.9029

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

4.3. Program Manager

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

State: Contractor:

Jenny Beneteau

2887 Krafft Rd.

Port Huron, MI 48060

BeneteauJ@Michigan.gov

517.243.3076

Neveen Awad

2715 Woodward Ave Suite 200

Detroit, MI 48201

Awad.Neveen@bcg.com

248.766.9029

4.4. Customer Service Number

The Contractor will be responsible for complying with all the original Contract Requirements.

The Contractor must specify its number for the State to contact the Contractor Representative. The Contractor Representative must be available for calls during the hours of 8:00 am to 5:00 pm EST.

Customer Service Number: 248.766.9029

4.5. Work Hours

The Contractor will be responsible for complying with all the original Contract Requirements.

The Contractor must provide Contract Activities during the State’s normal working hours Monday – Friday, 8:00 a.m. to 5:00 p.m. EST

4.6. Key Personnel

The Contractor will be responsible for complying with all the original Contract Requirements.

The Contractor must identify all individuals directly responsible for the day-to-day operations of this 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 hours.

Contractor’s Key Personnel must be on-site at the agreed upon location during all training and workshop(s). Not all key personnel will participate in all in-person activities. The Contractor will align with the State in advance which of the key personnel will be involved in each activity, with all key personnel available to the State at request. Contractor may add additional personnel to support the project (with State approval).

1.

Name

2.

Years of Experience in Current Classification

3.

Role(s) / Responsibilities

4.

Direct / Subcontract/ Contract

5.

% of Work Time

6.

Physical Location

Neveen Awad 15+ Leads BCG Michigan office and leads large-scale transformation and change efforts doe State and Local governments with a digital component.

Direct 30% Detroit, MI

Claudia Newman- Martin

10+ Lead advisor on public workforce strategy, talent systems design, and employer-aligned training programs

Direct 30% New York, NY

Rajiv Shenoy 14+ Leader of BCG U Frontline Academy;

responsible for training design, digital delivery

Direct 50% Dallas, TX

1.

Name

2.

Years of Experience in Current Classification

3.

Role(s) / Responsibilities

4.

Direct / Subcontract/ Contract

5.

% of Work Time

6.

Physical Location strategy, and TTT support

Bekki Steinman

8+ Project management of this effort

Direct 100% Detroit, MI

Instructional Design Expert

10+ Specialize in developing and executing in-person and hybrid training programs for public-facing employees.

tbc 100% tbc

Meghan McQuiggan

7+ Senior Manager within BCG public sector practice area

Direct 25% New York, NY

Brad Allan 3+ Senior Manager within BCG public sector practice area

Direct 25% Washingto n, D.C.

Angelina Snegach

2+ Senior Analyst within BCG public sector practice area

Direct 25% Boston, MA

4.7. Organizational Chart

4.8. Disclosure of Subcontractors

If the Contractor decides to utilize subcontractors for this SOW (subject to the States consent in writing), the Contractor will disclose the following:

a) The legal business name; address; telephone number

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

c) The relationship of the subcontractor to the Contractor.

d) Whether the subcontractor is a GDBE

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

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

5. Project Management

5.1. Meetings

The Contractor will be responsible for complying with all the original Contract Requirements.

The Contractor must attend the following meetings:

a) Kickoff meeting within first week of Effective Date.

b) Prior to the Kickoff meeting, meet with the Program Manager to schedule all key project meetings (stakeholder interviews in week 1, 2 workshops in weeks 2 and 4, methodology application / tailoring workshop in week 3, and 2 train the trainer sessions in week 5)

c) Update/Revision meetings must be held monthly at a minimum.

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

5.2. Reporting

The Contractor will be responsible for complying with all the original Contract Requirements.

Additionally, the Contractor must submit to the Program Manager the following written reports:

Phase 1

a) Customized initial plan including stakeholder involvement, process, and timeframe for completion.

b) Draft written proposed training.

c) Customized training facilitation plan.

d) Draft workshop facilitation plan.

e) Final facilitation plan.

Phase 2

a) Draft report within 10 days of the facilitated workshop(s) and must include:

I. Methodology used for EX and CX process (overview of activities used, results, with facilitation instruction, tips and tricks).

II. EX training program recommended to be used by the State of Michigan.

III. Workshop documentation of next steps and goals, facilitated activity results, additional goals established as a result of the workshop(s), identification of information needed for committee or sub-committee work.

Phase 3

a) Final report which reflects the accomplishments and next steps of the workgroup(s).

Testing

a) Anonymous survey after each training session must include:

I. Outline effectiveness, areas of improvement, issues/barriers, and success resulting from each training session.

b) Final report of training evaluation surveys for the in person train the trainer sessions only that must include:

I. Outline overall effectiveness, improvements made, issues/barriers overcome, and success resulting from all training sessions.

8. Invoice and Payment

8.1. Invoice Requirments

The Contractor will be responsible for complying with all the original Contract Requirements.

All invoices must be submitted to SOSPaymentProcess@Michigan.gov monthly for completed deliverables and must include:

a) Date

b) Contractor Invoice Number

c) Delivery Order Number

d) Description of Contract Activities

e) Itemized Costs

f) Overtime, holiday pay, and travel expenses will not be paid.

9. Liquidated Damages

The Contractor will be responsible for complying with all the original Contract Requirements.

Late or improper completion of the Contract Activities will cause loss and damage to the State, and it would be impracticable and extremely difficult to fix the actual damage sustained by the State.

Therefore, if there is late or improper completion of the Contract Activities the State is entitled to collect liquidated damages in the amount of $5,000 and an additional $100 per day for each day Contractor fails to remedy the late or improper completion of the Work.

mailto:SOSPaymentProcess@Michigan.gov

SCHEDULE B - PRICING

Service

In-Person Virtual

Size Length Number of Sessions

Sessio n Rate

Total Cost

Size Length

Number of

Session s

Session Rate

Total Cost

Training Development

5 - week sprint for training development, including 2 workshops to test and review before rollout (below) N/A $194,000*

Workshop 10-20 employees

5 hours sessions

Workshop could be delivered virtually if preferred by MDOS

Training of public facing employees which includes Call Center employees (approximately 780)

All trainings of public facing employees to be delivered in self-paced virtual platform OR facilitated by trainers trained through TTT

Individu al self-paced delivery

Five self-paced virtual modules, each will be from 30 mins to 2hrs long (total of ~5- 10 hours for total 5 modules)

No limit number of sessions

No additional cost, modules included in training development cost

Train the trainer (15-20 trainers)

15-20 trainers in each session

~4-5 hours

Two sessions

(all trainers must attend both sessions)

$3,000 $6,000* Individu al pre-work

~8 hours self-paced pre-work before in person TTT

Self-paced;

Can be taken as single session or separate modules

Methodology Application/ Tailoring" Workshop

As required

(1-10) 2 hours 1 session N/A

Included in training dev. cost

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget

NOTICE OF CONTRACT

between

THE STATE OF MICHIGAN

and

2715 Woodward Ave

Detroit Michigan 48201

Jonathan Nipper

(248) 227-6394

Nipper.Jonathan@bcg.com

VC0002124

Boston Consulting Group, Inc.

C O

N

TR

A C

TO

R

517-243-3974

HelmA3@michigan.gov

Adam Ashley

(517) 855-1376

DTMB

Adam Helm DTMB ashleya2@michigan.gov

CONTRACT SUMMARY

DESCRIPTION: Operational Consulting Services – Prequalification Program

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

3/11/2025 3/10/2030 2 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-card Payment Request (PRC) Other Yes No

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract is awarded based on the States inquiry bearing the solicitation number 240000003123. Orders for delivery will be issued directly by the utilizing Department via a Delivery Order (DO).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $0.00

N/ANET 45

C on tra ct

Ad m in is tra to r Pr og ra m M an ag er

ST

A

TE

NOTICE OF CONTRACT NO. 250000000433

INITIAL

AVAILABLE

OPTIONS

3/10/2030

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name and Title

Agency

Date

CONTRACT NO. 250000000433

HYBRID CONTRACT TERMS

This HYBRID CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Boston Consulting Group (“Contractor”), a Massachusetts limited liability company. This Contract is effective on March 11, 2025 (“Effective Date”), and unless terminated, will expire on March 10, 2030 (the “Term”).

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

The parties agree as follows:

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

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

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (i) comply with all State physical and IT security policies and standards which will be made available upon request; and (j) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

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

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

If to State: If to Contractor:

See Contract Administrator information shown below.

Jonathan Nipper 2715 Woodward Avenue, Suite 200 Detroit, MI 48201

Nipper.Jonathan@bcg.com

(248) 227-6394

Contract Administrator. The Contract Administrator, or the individual duly authorized for each party, is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

State: Contractor:

Adam Ashley 320 S Walnut St, 2 N Lansing, MI 48933 Ashleya2@michigan.gov

(517) 855-1376

Kevin Sanders 655 15th St NW suite 1100 Washington, DC 20005 Sanders.Kevin@bcg.com

(703) 477-0412

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

State: Contractor:

Adam Helm 320 S Walnut St.

Lansing, MI 48933 HelmA3@michigan.gov 517-243-3974

Jonathan Nipper 2715 Woodward Avenue, Suite 200 Detroit, MI 48201 Nipper.Jonathan@bcg.com

(248) 227-6394

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

Insurance Requirements. See Schedule C – Insurance Requirements.

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.

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.

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

Upon written agreement between the State and Contractor, this contract may also be extended to: (a) other states (including governmental subdivisions and authorized entities) and (b) State of Michigan employees.

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms. The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract.

Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

Intellectual Property Rights. If a Statement of Work requires Contractor to create any Contract Activities specifically for the State (hereinafter referred to as “Work Product”), Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Work Product and all associated intellectual property rights, if any. Such Work Product are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Work Product 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 Work Product, including all intellectual property rights therein.

Contract Activities including Software. If Contractor is providing Contract Activities that require the use of Contractor Software, the following terms apply:

a. License Grant by Contractor: Contractor hereby grants to the State and intended users a nonexclusive, royalty-free, irrevocable right and license during the Term and such additional periods, if any, as Contractor is required to provide Contract Activities under this Contract or any Statement of Work, to: (a) access and use the Software, including in operation with other software, hardware, systems, networks and services, for the State’s governmental purposes, including for processing State Data; (b) generate, print, copy, upload, download, store and otherwise process all GUI, audio, visual, digital and other output, displays and other content as may result from any access to or use of the Software; (c) prepare, reproduce, print, download and use a reasonable number of copies of the Documentation for any use of the Software under this Contract; and (d) the State to access and use the Software for all such non-production uses and applications as may be necessary or useful for the effective use of the Contract Activities hereunder, including for purposes of analysis, development, configuration, integration, testing, training, maintenance, support and repair, which access and use will be without charge and not included for any purpose in any calculation of the State’s use of the Software, including for purposes of assessing any Fees or other consideration payable to Contractor or determining any excess use of the Software as described below.

b. License Restrictions on the State. The State will not: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Software available to any third party, except as expressly permitted by this Contract or in any Statement of Work; or (b) use or authorize the use of the Software or Documentation in any manner or for any purpose that is unlawful under applicable law.

c. Use by the State. The State will pay Contractor the corresponding Fees set forth in a Statement of Work or Pricing Schedule for all access and use of the Software as intended for the purposes of this Contract. Such Fees will be Contractor’s sole and exclusive remedy for use of the Software, including any excess use.

d. Certification by the State to the Contractor, if applicable. To the extent that a License granted to the State is not unlimited, Contractor may request written certification from the State regarding use of the Software for the sole purpose of verifying compliance with the Contract. Such written certification may occur no more than once in any twenty four (24) month period during the Term of the Contract. The State will to respond to any such request within 45 calendar days of receipt. If the State’s use is greater than contracted, Contractor may invoice the State for any unlicensed use (and related support) pursuant to the terms of this Contract at the rates set forth in Schedule B, and the unpaid license and support fees shall be payable in accordance with the terms of the Contract. Payment under this provision shall be Contractor’s sole and exclusive remedy to cure these issues.

e. Definitions.

(1) “Documentation” means all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the Software or Contract Activities.

(2) “Hosted Services” means the hosting, management and operation of the: Operating Environment, Software, other services (including support and subcontracted services), and related resources for access and use by the State as intended for the purposes of this Contract and its Authorized Users, including any services and facilities related to disaster recovery obligations.

(3) “Operating Environment” means, collectively, the platform, environment and conditions on, in or under which the Software is intended to be installed and operate, as set forth in a Statement of Work, including such structural, functional and other features, conditions and components as hardware, operating software, system architecture, configuration, computing hardware, ancillary equipment, networking, software, firmware, databases, data, and electronic systems (including database management systems).

(4) “Software” means Contractor’s software as set forth in a Statement of Work and provided to the State pursuant to this Contract, including, but not limited to, any third-party software or components, updates or new versions, online portals or other web-based systems, and the Operating Environment (if Contractor hosted).

(5) “Solution” means Contract Activities including Software and Services singularly or in any combination thereof, as applicable, set forth in a Statement of Work.

Accessibility Requirements

a. All Contract Activities created or provided by Contractor under this Contract in a digital format (hereinafter “Digital Deliverables”), must at all times conform to the State’s accessibility standards provided in the SOM Digital Standards, located at https://www.michigan.gov/standards (the “Digital Accessibility Standards”). Throughout the Term of the Contract, at no additional costs to the State, Contractor must:

(1) comply with plans and timelines approved in writing by the State to remediate issues and achieve conformance with the Digital Accessibility Standards in the event of any deficiencies;

(2) promptly respond to and resolve, in a manner acceptable to the State, any complaint the State receives regarding the accessibility of any Digital Deliverables;

(3) ensure that no changes to any Digital Deliverables will have any adverse effect on conformance to the Digital Accessibility Standards; and

(4) upon the State’s written request, provide the Digital Deliverables in one or more alternative formats and within timeframes specified by the State.

b. State of Michigan Digital Standards Review. Prior to Digital Deliverables being accepted, put into production, or as otherwise required by the State, the State may conduct a review to assess their accessibility and compliance with the State’s Digital Accessibility Standards. Contractor must assist the State with each such review, including submitting documentation or other information regarding accessibility and compliance with the State’s Digital Accessibility Standards, including without limitation, a completed product accessibility template, including any Information Technology Industry Council Voluntary Product Accessibility Template or VPAT® and/or a description of the evaluation methods used to support the Digital Accessibility Standards conformance claims, including, if applicable, any third-party testing. Contractor must, at its sole cost and expense, remediate all issues resulting from any such review in a manner and timeframe approved in writing by the State, which may include providing a remediation status report.

c. Contractor must, without limiting Contractor’s obligations of indemnification as further described in this Contract, indemnify, defend, and hold harmless the State for any and all claims, including reasonable attorneys’ fees, costs, and incidental expenses, which may be suffered by, accrued against, charged to, or recoverable from the State arising out of its failure to comply with the foregoing accessibility standards.

d. Failure to comply with the requirements in this Section constitutes a material breach of this Contract.

Service Level Agreement for Contract Activities including Software. To the extent that Contract Activities includes the provision of services through the use of Software, as set forth the Schedule A, Statement of Work, Contractor must comply with the Service Level Agreement set forth in Schedule D of this Contract.

Subcontracting. Contractor must obtain prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, not later than 90 days before engaging any Permitted Subcontractor to provide Contract Activities to the State under this Contract.

Engagement of any subcontractor or Permitted Subcontractor by Contractor does not relieve Contractor of its representations, warranties or obligations under this Contract.

a. Without limiting the foregoing, Contractor will:

https://www.michigan.gov/standards

(1) be responsible and liable for the acts and omissions of each such subcontractor (including such Permitted Subcontractor and Permitted Subcontractor's employees who, will be deemed Contractor Personnel) to the same extent as if such acts or omissions were by Contractor or its employees;

(2) be responsible for all fees and expenses payable to, by or on behalf of each subcontractor and Permitted Subcontractor in connection with this Contract, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits; and

(3) notify the State of the location of the Permitted Subcontractor and indicate if it is located within the United States.

b. Contractor, including any subcontractor (Permitted or otherwise), are expressly prohibited from Accessing or Processing State Data outside of the United States.

c. Definitions:

(1) “Access” means (1) the ability and means to enter a restricted or locked area, room, or physical container containing State Data; or (2) the ability and means to communicate with or otherwise interact with a system, to use system resources to handle information, to gain the information or knowledge of the information the system contains, or to control system components and functions (including physical or technical controls, or having the ability to modify or bypass any or all security controls).

(2) “Contractor Personnel” means all employees of Contractor, or any subcontractors or Permitted Subcontractors involved in the performance of Contract Activities hereunder.

(3) “Permitted Subcontractor” means any third party hired by Contractor to perform Contract Activities for the State under this Contract or that will have Access to or have the ability to control access to State Data or both.

(4) “Process” means to perform any operation or set of operations on any data, information, material, work, expression or other content, including to (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other improvements or derivative works, (b) process, retrieve, output, consult, use, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or (c) block, erase or destroy. “Processing” and “Processed” have correlative meanings.

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

Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Permitted 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 Permitted Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, or as may be specified in a Statement of Work, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

Change of Control. Contractor will notify the State, within 30 days of any public announcement or otherwise once legally permitted to do so, of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets;

(c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

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

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

Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in a Statement of Work. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 27, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

Reserved

Reserved

Reserved

Invoices and Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt.

Contractor may only charge for Contract Activities provided as specified in a Statement of Work.

Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Contract Activities purchased under this Contract are for the State’s exclusive use. Notwithstanding the foregoing, all fees are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

Excluding federal government charges and terms, Contractor warrants and agrees that each of the fees, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent fees, economic or product term or warranty being offered to any commercial or government customer (including any public educational institution within the State of Michigan) of Contractor. If Contractor enters into any arrangements with another customer of Contractor to provide the products or services, available under this Contract, under more favorable prices, as the prices may be indicated on Contractor’s current U.S. and International price list or comparable document, then this Contract will be deemed amended as of the date of such other arrangements to incorporate those more favorable prices, and Contractor will immediately notify the State of such fee and formally memorialize the new pricing in a change notice.

Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in a Statement of Work. The parties understand and agree that any liquidated damages (which includes but is not limited to applicable credits) set forth in this Contract are reasonable estimates of the State’s damages in accordance with applicable law. The parties acknowledge and agree that Contractor could incur liquidated damages for more than 1 event. The assessment of liquidated damages will not constitute a waiver or release of any other remedy the State may have under this Contract for Contractor’s breach of this http://www.michigan.gov/SIGMAVSS

Contract, including without limitation, the State’s right to terminate this Contract for cause under Section 27 and the State will be entitled in its discretion to recover actual damages caused by…