Schedule A - Statement of Work.docx

Schedule A – Statement of Work Request for Proposal No. 260000002293 Investment Consulting Services Background The State of Michigan Retirement System (SMRS)is comprised of four defined benefit retirement plans and their four corresponding Other Post-Employment Benefits (OPEB) plans, consisting of retiree health, dental, vision, and life insurance benefits: Michigan Public School Employees (MPSERS), Michigan State Employees (MSERS) which includes the Military Retirement Provisions, Michigan State Police (MSPRS) and Michigan Judges (MJRS) with a total market value as of December 31, 2025, of approximately $122.4 billion for the benefit of approximately 614,330 participants. MPSERS and MSPRS are both open to new participants, while MSERS and MJRS are closed to new members. Assets are invested within the authority of Public Act 314 of 1965, as amended (MCL - Act 314 of 1965 - Michigan Legislature). The State of Michigan Investment Board (SMIB) was created by Executive Order 2018-10 and is comprised of the State Treasurer, as the chair of the Board, the State Budget Director, and three public members appointed by the Governor with the advice and consent of the Senate. The Bureau of Investments (BOI) is comprised of two distinct investment areas: Investments - Public Markets and Investments - Private Markets. The Investments - Public Markets area is comprised of the Defined Contribution, Trusts & Agencies Division, Domestic Equity Division, Fixed Income Division, and International Equity Division. The Investments - Private Markets area is comprised of the Private Equity Division, Real Estate and Infrastructure Division, Real Return & Opportunistic Division, and Venture Capital Division. Also, the BOI is comprised of non-investing divisions including the Compliance and Corporate Governance Division and the Trust Accounting Division. Approximately 33% of the assets are currently managed internally by BOI staff as well as day-to-day operations of the BOI with the remainder of assets managed externally. Real Estate, Infrastructure and Alternative Investments are managed through various partnership agreements whereby the SMRS takes a limited partnership or other organizational interest.

The SMIB is also responsible for approving changes recommended by the BOI to the investment options of the 401(k) and 457 Plans. The State Treasurer is responsible for directing the investments of various other State operating and trust funds including the State Treasurer’s Common Cash Fund, Children’s Trust Fund, Children with Special Needs Fund, Game and Fish Protection Trust Fund, Nongame Fish and Wildlife Trust Fund, State Park Endowment Fund, Natural Resources Trust Fund, Veteran’s Trust Fund, Michigan Education Savings 529 Plans, Mackinac Bridge Authority, State Lottery, and the Michigan Education Trusts. The cash balances of the various funds on deposit with the State Treasurer are pooled for efficient short-term investment purposes, and investment income is distributed quarterly from the General Fund to the qualifying participating funds. Investments for these funds are made pursuant to various State statutes and/or resolutions and investment guidelines.

Scope The Contractor will provide investment consulting services to the SMRS/BOI and its staff to assist in the active and passive internal and external management of its assets. All services listed below must be performed while exercising the standard of care described in this Contract. These services must be subject to reasonable deadlines established by the BOI Chief Investment Officer or designated staff and the requirements of Michigan statutes. In fulfilling the Contract, the Contractor will be responsible to and take direction from the BOI Chief Investment Officer or designated staff. The BOI will not provide workspace, furniture, computer terminal access or telephone services.

The scope of work will include both investment and economic research. The Contractor will provide advice and assistance to the BOI on portfolio analysis, investment planning, asset allocation, investment manager selections and evaluations, recommendations on legislation and statutory changes, and other such related investment consulting services as requested by the BOI Chief Investment Officer or designated staff.

General Requirements Services The Contractor must:

Provide advice and assist the BOI in its compliance with federal and state statutes, regulations and guidelines, and provide recommendations on changes to State statutes.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s)

Advise the BOI’s Chief Investment Officer or designated staff and State Treasurer on policies and investment guidelines including development of new guidelines and policies and amendment of existing documents.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s)

Assist the BOI’s Chief Investment Officer or designated staff with preparation of asset allocation studies. Provide advice and recommendations for formulating strategic investment policies for the plans and provide support as requested to accomplish implementation of such investment policies.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s)

Provide BOI with advice and assist in evaluation and selection of external managers. This includes, but is not limited to:

Monitoring SMRS’ portfolio managers and providing semiannual (at a minimum) written performance analysis including evaluation of performance versus appropriate benchmarks and investment objectives as well as return attribution characteristics, style analysis and risk analysis.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s)

Providing advice and recommendations concerning investment manager probation and termination.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s)

Providing advice and assistance as requested in investment manager selections, including preparation of Request for Information (RFI), making selection recommendations, evaluating the qualifications of prospective managers, providing a list of recipients to receive the RFI, preparing background material for BOI staff, participating in the interview process if requested and assisting in contract negotiations if requested.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s)

Provide the BOI with advice and assist in evaluation and selection of the Defined Contribution manager line-up and advice on industry best practices and trends.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s)

Provide the BOI with advice on industry best practices and trends for the 529 college savings programs.

This includes but is not limited to providing advice and assistance as requested in investment manager selections, including preparation of RFIs, making selection recommendations, evaluating the qualifications of prospective managers, providing a list of recipients to receive the RFI, preparing background material for BOI staff, participating in the interview process if requested and assisting in contract negotiations, if requested.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s)

Provide assistance in searches and selections for custodian, securities lending agent, and other vendors as requested by the BOI’s Chief Investment Officer or designated staff.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s)

Review the BOI back-office operations and compliance processes for efficiency and improvements and provide a recommendation for best practices. Share an example of how your firm has assisted other clients with such an endeavor.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s) and share example requested

Prepare special analyses as requested by the BOI’s Chief Investment Officer or designated staff, which may include rebalancing policies, risk budgeting and risk management, portable alpha strategies, hedge fund strategies and currency overlay strategies, in order to define goals and objectives, monitor portfolio risk, or for other purposes deemed valuable to the BOI in the management of the SMRS.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must describe how they comply with the above requirement(s) by providing a sample analysis within this response box:

Approximately every two years, or otherwise at the request of the BOI, Contractor must prepare and deliver Asset Liability Studies covering the defined benefit retirement plans and associated OPEB plans comprising SMRS. In addition, Contractor must aid the BOI in the presentation of the Asset Liability Studies and its results to the Board.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s)

Maintain regular communications with the BOI’s Chief Investment Officer or designated staff, which would include frequent telephone consultations as well as regular on-site consultation and assistance as required by the consultant firm and/or BOI, in order to effectively accomplish all of the services required in the Statement of Work.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s)

Provide objective and creative input to the BOI’s Chief Investment Officer or designated staff.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Describe how you will comply with the requirement(s)

Briefly summarize the firm’s philosophy relating to the consultant’s relationship with existing clients’ Retirement Board members, the Board’s Staff and investment managers.

Bidder Response

Describe how you will comply with the requirement(s)

Describe the firm’s process for analyzing a client’s existing investment policy. Describe the firm’s method for recommending modifications and monitoring the investment policy and strategy.

Bidder Response

Describe how you will comply with the requirement(s)

Describe the firm’s asset/liability modeling capability, and portfolio structure analysis. Describe the manner in which the firm would assist the BOI staff in recommending changes and monitoring asset mix.

Bidder Response

Describe how you will comply with the requirement(s)

Describe the firm’s experience for calculating and the process for evaluating a client’s investment performance including determination and/or recommendation of benchmarks. Provide a sample of an investment performance calculation report.

Bidder Response

Describe how you will comply with the requirement(s)

Bidder must provide a sample of the report as an attachment to this RFP. List file name here.

Describe the firm’s investment and economic research capabilities and how such research is available and/or distributed to clients.

Bidder Response

Describe how you will comply with the requirement(s)

Describe the firm’s investment manager research and analysis services:

Number of managers by asset class and style.

Bidder Response

Provide Response

Manner by which information is obtained.

Bidder Response

Provide Response

How often is information updated.

Bidder Response

Provide Response

Type of database used including number of years of usable data on managers and tracking of clients, and whether the database is proprietary or purchased from an affiliated entity, or a non-affiliated vendor.

Bidder Response

Provide Response

Number of firm personnel devoted to such services by asset class and style.

Bidder Response

Provide Response

Approach to and due diligence for evaluating managers.

Bidder Response

Provide Response

Methodology for analysis of manager performance, including establishing benchmarks, and the source and size of the universe (number and size of plans and number of which are public plans).

Bidder Response

Provide Response

Provide a list of fees and services investment managers must pay and subscribe to before the manager can be included in the firm’s manager database.

Bidder Response

Provide Response

Provide sample(s) of manager due diligence.

Bidder Response

Bidder must provide a sample of the report as an attachment to this RFP. List file name here.

Describe the firm’s knowledge and experience in specific asset class(es) or strategy including private equity, real estate, and alternative investments.

Bidder Response

Provide Response

Describe and/or list educational programs the firm has developed or made available to clients.

Bidder Response

Provide Response

Project Plan The Contractor will carry out this project under the direction and control of the Program Manager. Bidder must provide a project plan with this proposal and within 5 calendar days of any award of this RFP, the Contractor must submit a final project plan to the Program Manager of the Contracting Entity 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.

The final Project Plan must be in agreement with the Contractor’s SOW proposal and accepted by the Local Public Entity. Detailed requirements will include steps required to plan and conduct onsite assessment, deliver draft and final assessment reports and plan and schedule monthly check in meetings; and individuals responsible for receiving/reacting to the requested information, including names and titles of personnel assigned to the project, both from the Vendor and Local Public Entity.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must separately attach its project plan as described above:

ADA Compliance The State is required to comply with the Americans with Disabilities Act of 1990 (ADA), including its accessibility standard for websites, applications, content and documents. All Contract Activities created, provided, or made available by Contractor under this Contract in a digital format, including but not limited to, websites, applications, software, mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet) must comply with the accessibility standards provided in the Digital Accessibility Standards, located at SOM Digital Standards.

Access Control and Authentication The Contractor's solution must integrate with the State of Michigan's MiLogin Identity and Access Management (IAM) platform to support identity federation as outlined in the State's Enterprise Identity and Access Management Services Standard (1340.00.020.08). The Contractors platform natively supports both Security Assertion Markup Language (SAML 2.0) and OpenID Connect (OIDC) protocols, enabling seamless and secure federation with the MiLogin environment.

Timeframes All Contract Activities must be delivered within timeframe specified under each requirement. The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

Reporting The Contractor must submit brief written monthly summaries of progress which outline the work accomplished during the reporting period; work to be accomplished during the subsequent reporting period; problems, real or anticipated, which should be brought to the attention of the Program Manager; and notification of any significant deviation from previously agreed-upon work plans.

Draft preliminary reports must be done as each task/deliverable is completed. A final report must be generated 30 days after the Program Manager has reviewed all preliminary reports. The specific due dates will be negotiated between Investment Contractor and the Program Manager.

The Contractor must also provide and submit to the Program Manager or designee, the following, but not limited to, written reports:

Quarterly Performance Evaluation Reports Monthly Performance Reports for retirement plans and other major funds.

Investment Manager Search Reports (as needed) Quarterly Investment Outlook Publication Proprietary Trends and Survey Research (as needed) Medium Term Views (as needed) Semi-Annual Written Evaluation of performance of each portfolio manager, both internal and external, asset class and plan. The evaluation should include return attribution characteristics, risk analysis, style analysis, peer universe comparisons and holdings analysis relative to benchmarks. Performance data will be provided by State Street Analytics.

Annual Report on information, research and analysis related to emerging investment concepts, which may be of benefit to the SMRS/BOI and provide occasional special research and analysis on questions or issues that may arise.

Annually calculate performance compensation for eligible employees, based upon performance data provided by State Street Analytics utilizing the Civil Service approved calculation. The due date for this report will be determined by the Program Manager. (Initial report created within 30 days of contract issuance) Annual report on how capital market assumptions are created (include a table of the latest assumptions). The due date for this report will be determined by the Program Manager. Provide a sample report with this RFP.

Annual cash flow projection/pacing schedule for private market asset classes. The due date for this report will be determined by the Program Manager. Provide a sample report with this RFP.

Annual report on information, research and analysis related to emerging investment concepts, which may be of benefit to the SMRS/BOI and provide occasional special research and analysis on questions or issues that may arise.

Additional reporting requirements may be identified in the future.

Specific due dates for each report will be determined with and approved by the Program Manager. Any changes to report due dates will be discussed with and approved by the Program Manager in writing.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must explain your reporting capabilities and any reporting that is included in your proposal, be sure to include any reporting normally supplied to clients. Types of reporting must include but not limited to compliance reports, quarterly performance reports (see necessary details in Section 8.3, Reporting), monthly update reports, investment manager search report, quarterly investment Outlook, proprietary trends and survey research report:

Bidder must provide samples of reports as attachments to this RFP. List file names here:

Tax Excluded from Price Sales Tax: For purchases made directly by the State, the State is exempt from State and Local Sales Tax. Prices must not include the taxes. Exemption Certificates for State Sales Tax will be furnished upon request.

Federal Excise Tax: The State may be exempt from Federal Excise Tax, or the taxes may be reimbursable, if articles purchased under any resulting Contract are used for the State’s exclusive use. Certificates showing exclusive use for the purposes of substantiating a tax-free or tax-reimbursable sale will be sent upon request. If a sale is tax exempt or tax reimbursable under the Internal Revenue Code, prices must not include the Federal Excise Tax.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Meetings As part of this agreement, there will be monthly scheduled meetings between the Contractor and the Contracting Entity either in-person or virtual.

Attend up to four (4) SMIB meetings at BOI offices, as requested.

Annual Meeting to review Investment Policy Documents.

Although there will be continuous liaison with the Contractor team, the Program Manager will meet monthly at minimum, or as requested by the Program Manager, with the Contractor Representative for the purpose of reviewing progress and providing necessary guidance to the Contractor in solving problems which arise. The Contracting entity may request other meetings as needed to manage the Contract or schedule.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Bidder may list additional meetings they recommend:

Contractor Representative The Contractor must appoint individuals 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”).

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

The Contractor must identify staff who will be involved in the project, including the name of each individual, work locations, and detailed descriptions of their roles and responsibilities.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must identify in this response box the name, title, physical location and contact information of its Contract Representative in this response box:

Key Personnel See Attachment 1- Key Personnel for requirements related to the key personnel.

Organizational Chart The Contractor must provide an overall organizational chart that details staff members, by name and title, and identify if they are subcontractors.

Bidder Response

Bidder must provide detailed information as required above – either in this response box or identified here as an attachment to this RFP labelled as “[Company Name] Org Chart”.

Add your org chart here or insert the label or filename if you are adding it as a separate attachment.

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.

Of the total bid, the price of the subcontractor’s work.

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.

Required Subcontractor information. Bidders must complete the table below for each anticipated subcontractor. Copy the table as many times as needed for each subcontractor. Complete the second table with the percentage of work that will be completed by all subcontractors involved.

The legal business name, address, telephone number of the subcontractor(s).

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 Bidder.

Is the subcontractor a GDBE?

Whether the Bidder has a previous working experience with the subcontractor.

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

Of the total bid, the price of the subcontractor’s work.

Work performed by subcontractors

Total percentage of work that will be performed by subcontractors: Insert %

Security The Contractor will be subject the following security procedures:

On a case-by-case basis, the State may investigate the Contractor's personnel before they may have access to State facilities and systems. The scope of the background check is at the discretion of the State and the results will be used to determine Contractor personnel eligibility for working within State facilities and systems. The investigations will include Michigan State Police Background checks (ICHAT) and may include the National Crime Information Center (NCIC) Fingerprints. Proposed Contractor personnel may be required to complete and submit an RI-8 Fingerprint Card for the NCIC Fingerprint Check. Any request for background checks will be initiated by the State and will be reasonably related to the type of work requested.

Bidder Response

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

Explain your security measures.

Price Term Pricing is firm for the entire length of the Contract.

Price Changes Adjustments will be based on changes in actual Contractor costs. Any request must be supported by written evidence documenting the change in costs. The State may consider sources, such as the Consumer Price Index; Producer Price Index; other pricing indices as needed; economic and industry data; manufacturer or supplier letters noting the increase in pricing; and any other data the State deems relevant.

Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If the review reveals no need for modifications, pricing will remain unchanged unless mutually agreed to by the parties. If the review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual agreement.

The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

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

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Acceptance The State will use the acceptance process defined in the Acceptance section of the Standard Contract Terms.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Invoice Requirements All invoices submitted to the State must include: (a) date; (b) delivery order; (c) quantity; (d) description of the Contract Activities; (e) unit price; (f) vendor-generated invoice number and (h) total price. Overtime, holiday pay, and travel expenses will not be paid.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Payment Methods The State will make payment for Contract Activities via EFT.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Procedure Invoice Submission:

Invoices must be submitted quarterly Invoices must be emailed to:

Treasury Accounting: Treas_FADInvoices@michigan.gov Cc: Program Manager (PM): Greg Parker - parkerg1@michigan.gov, or current PM, if changed.

Cc: BOI invoices: treas-boi-invoices@michigan.gov Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Required Functionality Relating to Data Retention, Disposal, and Retrieval The State has legal obligations to retain, dispose, and retrieve State Data along with obligations to manage and secure State Data. To meet these obligations, the Solution must allow the State to:

retain all data for the entire length of the Contract.

delete its data or request the deletion of its data, even data that may be stored offline or in backups.

transfer its data back to the State or to a new vendor or new solution.

transfer its data to the Archives of Michigan as may be required by a retention and disposal schedule.

retrieve data, even data that may be stored offline or in backups.

Except as otherwise stated in the Contract, Contractor will not dispose of, delete, or destroy State Data without the prior written approval of the State.

Bidder Response

☐ I have reviewed the above requirement(s) and agree with no exceptions.

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Bidder must review and explain how the data retention, disposal, and retrieval requirements will be met by the solution and describe its data management capabilities (storage limitations, duration, etc.). If the Solution does not allow the State to perform these activities itself, the bidder must explain how it will support the State’s compliance with these requirements.

Describe how you will comply with the requirement(s)

Schedule A – Attachment 1 – Key Personnel

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 hours.

All persons assigned by Contractor to the performance of Services under the Contract must be employees of Contractor or its majority-owned (directly or indirectly, at any tier) subsidiaries (or a State-approved Subcontractor) and must be fully qualified to perform the work assigned to them. Contractor must include a similar provision in any subcontract entered into with a Subcontractor. For the purposes of the Contract, independent contractors engaged by Contractor solely in a staff augmentation role must be treated by the State as if they were employees of Contractor for the Contract only; however, the State understands that the relationship between Contractor and Subcontractor is an independent contractor relationship.

Key Personnel must be dedicated as defined in the Statement of Work to the Project for its duration in the applicable Statement of Work with respect to other individuals designated as Key Personnel for that Statement of Work.

The State reserves 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 must notify the State of the proposed assignment, must introduce the individual to the appropriate State representatives, and must provide the State with a resume and any other information about the individual and perform a background check reasonably requested by the State. The State reserves the right to interview the individual before granting written approval. If the State disapproves an individual, the State will provide a written explanation including reasonable detail outlining the reasons for the rejection.

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 the Termination for Cause section of the Standard Contract 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”):

Michigan.gov/MiProcurement

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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.

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.

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.

Bidder Response

☐ I confirm the above requirement(s) and agree with no exception(s)

☐ I have reviewed the above requirement(s) and have noted any exceptions below.

Exceptions: List all exceptions here

Name and title of staff that will be designated as Key Personnel.

Key Personnel years of experience in the current classification.

Identify which of the required key personnel positions they are fulfilling.

Key Personnel’s roles and responsibilities, as they relate to this RFP, if the Contractor is successful in being awarded the Contract. Descriptions of roles should be functional and not just by title.

Identify if each Key Personnel is a direct, subcontract, or contract employee.

Identify if each Key Personnel staff member is employed full-time (FT), part-time (PT) or temporary (T), including consultants used for the purpose of providing information for the proposal.

List each Key Personnel staff member’s length of employment or affiliation with the Contractor’s organization.

Identify each Key Personnel’s percentage of work time devoted to this Contract.

Identify where each Key Personnel staff member will be physically located (city and state) during the Contract performance.

The Contractor must provide detailed, chronological resumes of all proposed Key Personnel, including a description of their work experience relevant to their purposed role as it relates to the RFP.

Qualifications will be measured by education and experience with particular reference to experience on projects similar to that described in the RFP.

Bidder Response

Bidder must provide the resumes and information as required above – either in this response box or identified here as an attachment to this RFP labelled as “Key Personnel Resumes”.

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