OHIO DEPARTMENT OF JOB AND FAMILY SERVICES

CONTRACT AMENDMENT #4

C-2021-14-0689-4

This is Amendment #4 to the Contract for Services between the Ohio Department of Job and Family Services (ODJFS)
and Direct Interactions, Inc. (referenced herein as “CONTRACTOR”, “Direct Interactions” or “DI”), signed by ODJFS
on April 21, 2020 and amended on May 8, 2020, October 18, 2020, and January 6, 2021.

WHEREAS ODJFS and CONTRACTOR mutually agree to extend the term of the Contract, update and replace the
current hourly pricing and billing model for call center services being performed with a productive minute rate, replace
existing Service Level Agreements (SLAs) with new SLAs and Key Performance Indicators, and update the cost
summary.

The Contract has been updated as follows:

1. In reference to Section 4.0 “Term” ODJFS and Contractor agree to renew this agreement for a term of
nine (9) months, July 1, 2021 until March 31, 2021.

2. In reference to Section 11.0 “Invoicing and Payment Terms”, the parties agree to replace the “Billable
Hour” definition from Amendment #2 with the “Productive Minute” as follows:

Contractor shall bill ODJFS by the productive minute, summing all agent productive minutes across the
billing period and multiplying the sum by the agreed upon productive minute rate. Invoices shall be
generated twice a month, for the 1st through the 15th of the month and the 16th through the end of the
month, in arrears, as defined in Section 11.0. Productive minutes are those agent minutes that are
customer facing, and consists of an agent’s talk-time, hold-time and after-call-work specific to claimant
calls. All other agent time is not billable to ODJFS, including breaks, not ready time, idle time and training.
All overhead costs, including supervisors, managers, trainers, quality assurance, workforce management
and project management are not billable to ODJFS. All such overhead costs are assumed to be covered
by the productive minute rate.

3. In reference to Exhibit A,

4. In reference to Exhibit B

5. In reference to Exhibit C Statement of Work Contact Center Operations Services for ODJFS.

6. In reference to Exhibit D Cost Summary

7. In reference to Amendment #2, Attachment A, the Service Level Agreement therein shall be replaced
by the new Service Level Agreements added to Exhibit C, Statement of Work

8. All other terms of the Contract are hereby affirmed.

SIGNATURE PAGE FOLLOWS

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 OHIO DEPARTMENT OF JOB AND FAMILY SERVICES
CONTRACT AMENDMENT #4

SIGNATURE PAGE

C-2021-14-0689-4

The parties have executed this Amendment #4 to the Contract as of the date of the signature of the Director of the
Ohio Department of Job and Family Services.

Direct Interactions, Inc. Ohio Department of Job and Family Services

Jonas Nicholson
Jonas Nicholson (Jun 11, 2021 14:30 PDT)
Signature (Blue Ink Please) Matt Damschroder, Interim Director

Jonas Nicholson
Printed Name

Jun 11, 2021

Date Date

1631 15th Avenue West, Suite 317 30 East Broad Street, 32nd Floor
Seattle, WA 98119 Columbus, Ohio 43215

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 Exhibit A – Pricing for Services

Call Center Services Pricing

ODJFS agrees to pay Direct Interactions on a per productive minute basis as follows.

Effective July 1, 2021 Direct Interactions shall be compensated by and must bill ODJFS by the Productive
Minute, summing all agent productive minutes across the billing period and multiplying the sum by the
agreed upon productive minute rate. Productive minutes are those agent minutes that are customer
facing, and consists of an agent’s talk-time, hold-time and after-call-work specific to claimant calls. All
other agent time is not billable to ODJFS, including breaks, not ready time, idle time and training. All
overhead costs, including supervisors, managers, trainers, quality assurance, workforce management
and project management are not billable to ODJFS. All costs such as overhead costs are assumed to be
covered by the Productive Minute rate.

Description Productive Minute

Rate

Call Center Services 78 Cents

Payment for Call Center Services will be based on the number of “Productive minutes” provided on a twice
a month basis in accordance with the Invoicing and Payment Terms of the Contract.

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 Exhibit B: Statement of Work
Contact Center Implementation and Set up
for ODJFS

Purpose

Implementation of Direct Interaction’s Services requires recruiting staff, knowledge management and training, and
technology procurement, configuration and testing.

Description of Services

Handle incoming phone calls on behalf of ODJFS, execute the tasks required in each call, and summarize the
interaction in customer relationship management software.

Scope of Work

Direct Interactions (DI) will recruit, train and manage on an ongoing basis a team of customer service
representatives (CSR’s). Effective July 1, 2021, the contact center shall operate M-F, 7 AM – 6 PM Eastern Standard
Time, and support callers in English. In support of the CSRs, DI shall employ a team manager, supervisors, a trainer,
and quality monitoring manager to ensure the Services are delivered accurately and on time.

Initial Training

In preparation to deliver the Services, Direct Interactions will train contact center agents, supervisors, quality
assurance staff, and managers. ODJFS agrees to provide all training material and supporting documentation as part
of the Client responsibilities described herein.

Project Deliverables

1. Recruit and equip a team of compassionate and experienced CSRs including commercially reasonable
efforts to recruit Ohio agents to perform the required services
2. Train the team to represent our clients with accuracy, professionalism and empathy
3. Ensure designated CSRs pass FBI background checks, if necessary
4. Execute performance management processes including quality assurance and coaching
5. Schedule the team to meet goals for service levels
6. Support the team and handle escalations in real-time using Microsoft TEAMS
7. Set up and configure real-time and historical data reports on all contact center activity

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Location of Work

DI’s headquarters is in Seattle and with staff distributed across the USA. No services will be performed, or data
stored, offshore.

Delivery Schedule

Unless mutually agreed to otherwise, DI will perform and complete Set Up, Training and Implementation within a
four (4) business day timeframe. DI assumes 8 hours of initial training and 4 hours of supplemental training for the
agents.

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 Exhibit C – Statement of Work

Purpose

Direct Interactions (DI) virtual contact center is equipped with ODJFS call center technology and work-at-home staff in forty
states. This workforce is exceedingly resilient to disaster including pandemic that can disrupt the operations of office-based
contact centers.

Description of Services

In a profession and workmanlike manner DI staff will handle incoming phone calls on behalf of ODJFS, execute the tasks and
objective of each call, and summarize the interaction in customer relationship management software.

Ongoing Staffing

DI agrees to provide sufficient staff to support the requirements of the project as outlined in Exhibits B and C.

Forecasting and Scheduling Process:

To best match call volume arrival patterns with agent availability, ODJFS and DI use 30-minute intervals for forecasting
and agent scheduling. The weekly agent scheduling process shall be:

1. Two weeks in advance, ODJFS will provide DI with a week’s schedule of agent-productive-hours-needed for each
day of the week and by interval within each day.
2. One week in advance, DI will provide ODJFS with the corresponding week’s schedule of agent-productive-hours-
committed for each day of the week and by interval within each day. DI shall use best efforts to commit to ODJFS’
agent-productive-hours-needed schedule.
3. ODJFS will review the DI’s submitted agent-productive-hours-committed schedule and adjust that schedule to
meet its needs, at ODJFS’ sole discretion.
4. DI shall use its best efforts to schedule its agents to the ODJFS’ adjusted-agent-productive-hours-committed
schedule.

At ODJFS’ sole discretion, ODJFS may create an agent-productive-hours-needed or adjusted-commit schedule that uses more
agents on particular days (such as Mondays) than are called for in other days of the week. In addition, ODJFS may create an
agent-productive-hours-needed or adjusted-commit schedule that uses more agents in particular intervals than are called
for in other intervals that day or other days (such as using more agents in the morning than in the afternoon). DI shall do
intraday agent scheduling adjustments as appropriate. Any such intraday adjustments that result in increased agent hours
must be approved by ODJFS in advance.

ODJFS may change the contact center hours of operation at any time, at its sole discretion, and Contractor shall adjust its
agent schedules accordingly. In addition, JFS, at its sole discretion, may ramp up or ramp down the number of agents based
on the needs of JFS over the course of the contract term. ODJFS shall endeavor to give DI notice 7 days before any such
change goes into effect.

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DI agrees to appoint at least one Help Center Manager who shall:

(a) Coordinate the day-to-day operations;

(b) Have the authority to act for DI and to make binding decisions with respect to this project unless
otherwise limited herein;
(c) Submit material and information requests to ODJFS;
(d) Provide access to DI’s staff to answer questions;
(e) Provide schedules and plans for ODJFS’s review and/or approval; and
(f) Provide metrics reporting as requested by ODJFS.

Hiring Staff of Direct Interactions by ODJFS

ODJFS may hire any member of the Direct Interactions staff for a one-time fee of $5,000 per person.

Technology

DI agrees to ensure agent and management computers utilized will be adequate to successfully and securely operate all ODJFS
systems provided.

ODJFS shall handle the telephony platform as well as interactive-voice-response and other self-service capabilities. For callers
requesting to talk to an agent, ODJFS shall send the calls directly to DI’s agents, according to ODJFS’ call distribution strategy.

DI shall use ODJFS’ workforce management system to schedule its agents’ shifts, including available productive time. Also, DI
shall use the ODJFS performance management scorecard, as well as access and use the ODJFS quality management tool for QA
call scoring.

ODJFS shall provision DI’s agents in the telephony platform and any other required systems in a commercially reasonable period
of time, using a jointly agreed upon process for new and terminated agents.

DI shall provide configured desktops, headsets and related equipment to their agents. The agent desktops shall use wired
internet connections and avoid the use of cellular or wifi connections. DI shall provide the first level of technical support to
their agents. DI agrees to ensure agent and management computers utilized will be adequate to successfully and securely
operate all ODJFS systems.

Scope of Work

DI shall recruit and train the staff required to handle the expected number of interactions routed to the contact center. They
shall build the performance management process and configure the technology systems including reports, required to deliver
the Services.

Project Deliverables

1. A group of dedicated contact center agents are trained and scheduled to work
2. Supervisors, managers, and quality assurance staff are trained and scheduled to support the contact center agents.
3. Technology required to deliver the Services is procured, configured, and tested.
4. Real-time historical data reports on all contact center activity are configured. Contact center reports will also
include Service Level Reports.

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Ongoing Training

DI acknowledges that training and process changes (“training updates”) may be required after implementation and during the
Term of this agreement. DI agrees to deliver training updates to all staff in a timely fashion to ensure the accuracy of the
Services. Minor training updates require less than thirty (30) minutes of training time per person and are delivered via emails
to all agents, posts in the DI Microsofttm Teams room and channels, and are discussed in team meetings. There are no fees for
minor training updates. Major updates require more than thirty (30) minutes of training per person, require updates to training
courses or building new courses in the DI learning management system (“LMS"), updates to agent quick reference guides, and
updates to the Quality Assurance process. Major training updates also require the Trainer to lead conference calls with the
team, conduct role playing activities such as practice calls, create and deliver assessments for knowledge testing, and
certification calls with quality assurance staff. Finally, major updates require additional quality assurance work to ensure
learning has occurred and the training updates have been implemented accurately. DI agrees to execute major training
updates efficiently to minimize the costs to ODJFS. DI agrees to deliver training updates to all staff in a timely fashion to
ensure the accuracy of the Services. DI assumes all costs associated with ongoing training and shall factor ongoing training
costs into the productive minute rate.

Quality and Performance Management

Di agrees to monitor live calls and listen to recorded calls to ensure accurate delivery of the Services. The Quality Assurance
Manager shall manage the quality assurance representative, deliver periodic reports of quality, and lead monthly meetings
with ODJFS to obtain updates, review performance reports, and share feedback.

The Quality Assurance Manager shall manage the performance of the agents by delivering individual reports on the
performance an executing on-on-one caching meetings. IN cooperation with DI management, supervisors, trainers, and
managers, the Quality Assurance Manager will join team meetings with all staff to discuss performance and deliver updates.

Service Level Agreements

ODJFS has developed a set of minimum Performance Standards, which DI agrees to meet or exceed. ODJFS may, at its
discretion, assess a Service Credit as specified below for failure to meet SLAs. The "Service Credit" is the amount
due to ODJFS for the failure of SLAs and shall not exceed the monthly Fee at Risk for that period. Where an
assessment is defined as an “up to” amount, the dollar value will be set at the discretion of the Department. The ODJFS
Agreement Manager will give written notice of each failure to meet a performance standard to DI. If the ODJFS does not
assess a Service Credit in a particular instance, ODJFS is not precluded from pursuing other or future assessments relating to
those performance standards.

PERFORMANCE MINIMUM MEASURE & VALIDATION IF NON- PERFORMANCE

STANDARD ACCEPTABLE METHOD COMPLIANT, MEASUREMENT
AMOUNT OWED INTERVAL
Average call 95% of incoming Total number of incoming Up to 2% of Monthly
handle time calls are handled in calls handled within [10 monthly invoice
does not exceed less than [10 or 12] or 12] minutes divided by if call handle
[10 minutes for minutes. the total number of time exceeds [10
UI calls; 12 incoming calls. “Handled” or 12] minutes
minutes for PUA includes agent talk time, for 5% or more of
calls] hold time and after-call- incoming calls.
work.
Average call Average calls Total number of Up to 1% of Monthly
transfers do not transferred by transferred calls divided monthly invoice
exceed 12%. agents for the month by the total number of if average calls
do not exceed 12%. incoming calls. transferred for
the month
exceed 12%
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Negative The sum of all A negative interval occurs Up to 1% of Weekly
interval staffing negative interval when the actual number weekly invoice if
variances do not staffing variances in of agent-productive- the sum of
exceed 5% per a week do not hours delivered in an negative interval
week. exceed 5% of the interval is less than the staffing variances
sum of all adjusted- number of adjusted- exceeds 5% of
agent-productive- agent-productive-hours- the sum of all
hours-committed committed for that committed
interval staffing for interval. The negative interval staffing
that week. interval staffing variance for that week.
is equal to the difference
between the actual
delivered agent-
productive-hours and the
adjusted-agent-
productive-hours-
committed for that
interval. The percentage
is calculated by taking
the sum of all negative
interval staffing
variances for a week and
dividing it by the sum of
all adjusted-agent-
productive-hours-
committed interval
staffing for that week.
Timely 100% Number of calendar days For each report, Daily
submission of beyond the due up to $500 per
Reports. date for submission. calendar day
after due date
CAP is submitted 100% Number of calendar days For each CAP, up Daily
by the deadline beyond the due to $500 per
specified by date for submission of calendar day
ODJFS. the CAP. after due date.
Contractor 100% Number of calendar days For each failure Daily
implements for to
corrective implementation of timely and
measures correction specified in correctly
required under approved CAP. implement an
the approved CAP,
approved CAP. $750 per
calendar day
until full
compliance is
achieved.
UI/PUA call 80% of UI/PUA call Number of UI/PUA call If UI/PUA Quarterly
center center customers are center customers customer
customers are satisfied with their participating in the satisfaction falls
satisfied with experience quarterly satisfaction below 80% for
their overall survey who are satisfied/ two consecutive
experience Number of quarters, 3% of
call center customers total monthly
participating in the invoice for the
survey third month.
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A. For any deficiency, including ones relating to the performance standards, DI agrees to prepare and submit a Corrective
Action Plan (CAP) for any observation or finding contained in a notice of deficiency. DI must submit the CAP to ODJFS
within ten Business Days of notification of the deficiency or such longer time as may be agreed to by ODJFS.
B. The CAP must include:
1. Brief description of the findings including a root cause analysis;
2. Specific steps the Contractor will take to correct the situation or reasons why it believes corrective action is not
necessary;
3. Name(s) and title(s) of responsible staff person(s);
4. Timetable for performance of the corrective action steps;
5. Monitoring that will be performed to implement corrective action;
6. Signature of the Contractor’s Program Manager or a senior executive.
C. DI agrees to implement the CAP within the timeframe agreed to by the parties for that particular CAP. Failure to
implement a CAP, in the manner agreed to, may result in further action by ODJFS, including a finding of default.
D. If ODJFS determines a deficiency to be a serious non-compliance with DI’s obligations under the agreement, ODJFS may
find DI in default.

Key Performance Indicators

DI and ODJFS agree to the Key Performance Indicators (KPIs) below. KPIs are quantifiable measures used to
evaluate the success of DI in meeting objectives for performance. KPIs shall be included in established
Contractor monthly reporting and become a part of the Contractor performance record. While specific service
credits are not included for failure to meet or exceed each measure, this information may be used to evaluate
performance for future contracting activities or to establish a CAP to address KPI deficiencies.

PERFORMANCE MINIMUM ACCEPTABLE MEASURE & VALIDATION METHOD PERFORMANCE

INDICATOR MEASUREMENT
INTERVAL
Monthly call 95% of incoming calls Total number of incoming calls per Monthly
answer time answered in less than 60 month answered within 60 seconds
does not exceed seconds. or less divided by the total number of
60 seconds. incoming calls per month.
Calls are not Monthly abandonment rate Number of abandoned calls per Monthly
abandoned is less than 5%, excluding month, excluding calls abandoned in
before being calls abandoned in 20 20 seconds or less /Total number of
answered by seconds or less. incoming calls per month.
call center staff.
Average error Monthly average of error Number of calls with documented Monthly
rate for agent rates for all agents’ calls is errors divided by the total number of
calls does not less than 0.4%. answered calls.
exceed 0.4%.
Quality Monthly average of all Each agent FTE shall have a Monthly
assurance agents’ QA scores is 85% or minimum of 2 calls evaluated per
average monthly above week. Average the scores of all calls
scores meet or evaluated over the month.
exceed 85%

Location of Work

DI headquarters is in Seattle and with staff distributed across the USA. No services will be performed, or data stored, offshore.

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 Exhibit D: Cost Summary
Contact Center Operations Services
for ODJFS

COST SUMMARY
Description Projected Totals
Original Contract $8,408,720.00
Amendment #1 $0.00
Amendment #2 $6,974,660.00
Amendment #3 $9,120,800.00
Amendment #4 $23,868,000.00
Contract Total Estimated Fees $48,372,180.00

Original Contract
Projected Fee
Description Contract Pricing Quantity
Amount
1857.6
150 Agent FTEs $23.00 per hour $6,408,720.00
hours
Per Additional
Services Pricing
Additional Services 6 months 2,000,000.00
Rate Card Exhibit
A
72hours/week, 4.3 weeks/month, for 6 months = 1857.6 hours
Estimated Total Fees Exhibit C $8,408,720.00

Amendment 1 – No Cost Change

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Amendment 2

October 19, 2020 through October 31, 2020

Description Contract Quantity # Projected

Pricing Hours/week (weeks) months Fee Amount
150 FTE $ 23.00 72 2 5 $496,800.00

November 1, 2020 through March 31, 2021

Description Contract Quantity Projected Fee

Pricing Hours/week weeks/month (months) Amount
150 FTE $ 23.00 72 4.33 5 $5,377,860.00
Additional Per Additional
Services Services
Pricing Rate
Card Exhibit A 5 $1,100,000.00
Total $6,477,860.00

Grand Total Amendment 2

Description Projected Fee Amount

October 19, 2020 through October 31, 2020 $496,800.00
November 1, 2020 through March 31, 2021 $6,477,860.00
Grand Total $6,974,660.00

Amendment 3
January 1, 2021 through June 30, 2021

Description Contract Quantity Projected Fee

Pricing Hours/week weeks/month (months) Amount
200 FTE $ 23.00 60 4.3 6 $7,120,800.00
Additional Per Additional
Services Services
Pricing Rate
Card Exhibit A 6 $2,000,000.00
Total $9,120,800.00

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Amendment 4

July 1, 2021 through March 31, 2021

Projected Sum
of All Agent
Productive
Productive Minutes in a Quantity Projected Fee
Description Minute Rate month* (months) Amount
Call Center
Services 0.78 3,400,000 9 $23,868,000

* This is an average of the estimated monthly volume over the 9 months. Some months will be higher
and other months will be lower due to seasonal fluctuations. Actual invoices will be based on the actual
agent Productive Minutes used in the billing period.

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