220000001341.pdf

STATE OF MICHIGAN PROCUREMENT

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

CONTRACT CHANGE NOTICE

Change Notice Number 4 to

Contract Number MA220000001341

C O

N

TR

AC

TO

R

EBP US, Inc

155 Federal St., Suite 600

Boston MA 02110

Kyle Schroeckenthaler

612-416-8909 kyle.schroeckenthaler@ebp-us.com

CV0000950

ST

AT

E

Pr og ra m

M an ag er

Various Various

C on tr ac t Ad m in is tr at or Corbin Montry DTMB

517-599-0012

MontryC@michigan.gov

CONTRACT SUMMARY

MULTI-MODAL ECONOMIC BENEFIT ANALYSIS SOFTWARE

INITIAL EFFECTIVE DATE

August 2, 2022

INITIAL EXPIRATION DATE

August 1, 2027

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE BEFORE

August 1, 2027

PAYMENT TERMS

NET 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

REVISED EXP. DATE

CURRENT VALUE

$1,437,380.00

VALUE OF CHANGE NOTICE

$60,660.00

ESTIMATED AGGREGATE CONTRACT VALUE

$1,498,040.00

DESCRIPTION

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

Effective 05/18/2026, the parties hereby agree to add the following Statement of Work requesting enhancements to existing functionality within the EBP US, Inc. (Contractor) Multimodal Economic Benefits Analysis (MMEBA) platform for Michigan Department of Transportation's (MDOT) use. This contract is hereby increased by $60,660.00.

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

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA220000001341

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB Jeffrey LaBean 517-243-1743 LabeanJ@michigan.gov

MDOT Tim Ryan 517-897-2459 RyanT7@michigan.gov

Michigan.gov/MiProcurement

Version 2026-1 1 of 6

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

MDOT – MMEBA Maritime Enhancement

Period of Coverage:

8/2/2025 to completion

Requesting Department:

Michigan Department of Transportation

Date:

5/11/2026

Agency Project Manager:

Tim Ryan

Phone:

517-897-2459

DTMB Project Manager:

Jeffrey LaBean

Phone:

517-243-1743

Brief description of services to be provided:

The Michigan Department of Transportation (MDOT) is requesting enhancement to existing functionality within the EBP US, Inc. (or Contractor) Multimodal Economic Benefits Analysis (MMEBA) platform.

BACKGROUND:

This Statement of Work is based on the existing contract between the State of Michigan (SOM) and EBP US, Inc., – see contract number 220000001341, with a current expiration date of August 1, 2027. Through this contract, Contractor provides MDOT with a cloud-based software solution, the Multimodal Economic Benefits Analysis (MMEBA) platform, that allows MDOT to analyze the economic benefits of investments for all modes of transportation, utilizing a standardized set of analysis tools and methods.

Maritime (primary lake port) transportation analysis was not included in MM2045 economic evaluations, in the templates for TREDIS prepared during MMEBA work, or emphasized in stand-alone reports in the MMEBA toolkit (such as exists for aviation analysis and transit analysis).

Michigan’s legislature has had a dedicated maritime infrastructure investment grant program in 2024 and for 2026 and established a Maritime office (although it has not appropriated funding to such).

MDOT does not have standardized economic metrics for evaluating maritime infrastructure funding requests (although there is a rigorous process based on need and freight data).

Michigan’s neighbors, such as Ohio and Illinois, have statewide economic value studies for their maritime systems (lake and river).

Version 2026-1 2 of 6

PROJECT OBJECTIVE:

This Statement of Work requires Contractor to include measures of maritime system value similar to those included for aviation system value.

SCOPE OF WORK:

The Contractor will complete all tasks and provide all deliverables noted below.

TASKS:

Task 1 – Requirements for Maritime Port Economic Impact Reports

Collect requirements and design a Maritime Port Economic Impact Reporting Capability for inclusion in the MMEBA Suite. Meet with MDOT as needed to conduct the following activities:

• Identify which ports facilities should be included

• Evaluate MMEBA data and other Michigan and public data sources that could support report automation for future updates

• Collect key data sources for review

• Confirm unit of analysis (port vs shipper/receiver locations) and economic geographies of interest (statewide vs communities near port)

• Review desired update process – annual import vs port data submittals, etc.

• Determine need which port attributes might need to be updated from default data during report preparation (i.e., which data is visible during report set-up and the manner in which it could be adjusted, versus which data sources are used in the background for calculations)

• Design port-specific reports

• Design statewide reports and workflow

• Plan how to integrate additional Michigan’s data into MMEBA’s TREDIS-fueled-by-

Transearch contract for improved port-level analysis

The products from this task will not be formal, complete design documents but will include front-end mock-ups covering the features identified in the requirements stage.

Task 2 – Pilot a “Statewide Maritime System Value Report”

Process collected data to create port analysis dataset (especially Michigan’s processed and supplemented US Army Corps of Engineers commodity movement data). Meet with MDOT team as needed to understand data nuances.

Integrate collected data with MMEBA data sources for manual report generation showing statewide cargo snapshots and linkages to industries and the state economy. Reporting will use 2024 economic data and freight flows.

Interpret findings and package results:

• Identify if specific commodities or industries should be highlighted

Version 2026-1 3 of 6

• Focus on how commodity movements at ports affect the broader state economy in terms of jobs, gross state product, and labor income

These results would not be provided within a software platform. We will develop the reports leveraging database procedures that would support a later reporting module to generate updated reports as new data becomes available. Coding will not cover visualization or data management interfaces.

Task 3 – Pilot Port-Specific Value Reports

For 1 large and 1 medium port, draft the data tables that would be produced by an automated reporting capability. Execution of Task 2 will require all in-scope ports data be processed. This task will focus on extracting two of them to show how they could be used in a deliverable, e.g., a profile provided to a port for use in stakeholder communications. This will allow the agency additional QC opportunities and feedback on finalization of the report design.

Task 4 – Requirements for Grant Application Support Tool

Collect requirements for a grant funding request economic profile tool from the core MDOT maritime team.

• Determine if the port impact reports piloted in the preceding tasks can support metrics that external users might seek for grant applications (or that the state could provide as technical assistance service)

• Determine if economic role ‘what-if’ measures like the aviation and transit tools would be desired and for which value reporting metrics they would be appropriate

• Determine if further alternative analysis capabilities would be desired via a hand-off between value reports and TREDIS or a separate module for infrastructure changes affecting operating costs and shipping efficiency

This task is expected to conclude with a set of requirements that might point towards multiple possible tools or business processes. The task will not include tool design considerations as it is expected that the agency may need to have further discussions about objectives and expected needs as well as possibly plan some additional stakeholder or external engagement that is not possible within this effort.

Contractor’s support for MDOT on these tasks will use the following rates from the Rate Card:

Staff Classification/Role Hourly Rate Kyle Schroeckenthaler Trevor Gerhardt Derek Cutler

Director $219

Prachanda Tiwari Abigail Collins-Carey

Associate $150

Version 2026-1 4 of 6

The total cost for two requirements documents, one conceptual design, and three pilot products will be $60,660 per the following task and resource estimates:

Kyle $219

Derek $219

Trevor $219

Prachanda $150

Abigail $150

Total Hours

Total Budget

Task 1 20 24 8 16 16 84 $16,188.00 Task 2 8 40 80 40 168 $28,512.00 Task 3 4 8 8 24 44 $7,428.00 Task 4 20 8 16 44 $8,532.00

TOTALS 52 80 8 104 96 340 $60,660.00

DELIVERABLES:

Deliverables will not be considered complete until the Agency Project Manager has formally accepted them. Deliverables for this project include:

The Contractor expects to be able to provide all deliverables within 4 to 5 months. The following estimated schedule provided by the Contractor has been updated with dates better aligned with contract change notice execution dates.

The project will have the following deliverables:

• Task 1:

o Requirements Memo covering data and methods o Conceptual tool design and layouts

• Task 2:

6/ 1/

6/ 8/

6/

/2

6/

/2

6/

/2

7/ 6/

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/2

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/2

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8/ 3/

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/2

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/5

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/1

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Task 1

Requirements Collection

Draft Report Layouts

Final Report Requirements

Task 2

Data Preparation

Port Analysis

Reporting

Task 3

Large Port

Medium Port

Task 4

Requirements Elicitation

Documentation

June July August September October

Version 2026-1 5 of 6 o 1 Pilot Product: Presentation Deck of Statewide Maritime Impacts o Technical Memo describing how metrics were produced and whether all metrics could be produced by an automated reporting tool or would require post-processing

• Task 3:

o 2 Pilot Products: 1 Large and 1 Medium “Port Snapshot” briefing papers showing how tool data could be extracted for port-level reporting

• Task 4:

o Requirements Memo covering objectives, metrics, users, and use cases

ACCEPTANCE CRITERIA:

Deliverables will not be considered complete until the Agency and DTMB Project Manager have formally accepted them.

PROJECT CONTROL AND REPORTS:

The Contractor must provide a bi-weekly status email to the Agency and DTMB Project Managers throughout the project duration that includes current progress on each task to date and deliverable timing, as well as conduct project meetings on a bi-weekly basis or as requested by MDOT.

SPECIFIC DEPARTMENT STANDARDS:

Review and approval of the deliverables and submitted invoice(s).

PAYMENT SCHEDULE:

DTMB will pay Contractor upon receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order not more often than monthly. DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees.

When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense.

Payment shall be considered timely if made by DTMB within forty-five (45) days after receipt of properly completed invoices.

Payment Schedule Milestones:

Milestone Payment

Task 1 Acceptance of Requirements Memo and Conceptual Design $16,188.00

Task 2 Acceptance of Pilot and Technical Memo $28,512.00

Task 3 Acceptance of Pilots (2) $7,428.00

Version 2026-1 6 of 6

Task 4 Acceptance of Requirements Memo $8,532.00

Total $60,660.00

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

The designated Agency Project Manager is:

Tim Ryan MDOT – Bureau of Transportation Planning, Statewide Planning Division Van Wagoner Building 425 W. Ottawa St.

Lansing, MI, 48933 517-897-2459 ryant7@michigan.gov

The designated DTMB Project Manager is:

Jeffrey LaBean DTMB - Agency Services supporting MDOT Van Wagoner Building 425 W. Ottawa St.

Lansing, MI 48933 517-243-1743 labeanj@michigan.gov

AGENCY RESPONSIBILITIES:

Review and approval of the deliverables and submitted invoice(s).

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Contractor will work at their offices. No work is required on site at MDOT.

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing.

No overtime will be permitted.

This Statement of Work is hereby made part of and incorporated by reference into that certain Contract Number 220000001341 executed by and between Contractor and the State, the terms of which remain unchanged.

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

MULTI-MODAL ECONOMIC BENEFIT ANALYSIS SOFTWARE

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

August 2, 2022 August 1, 2027 5 - 12 Months August 1, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

155 Federal St., Suite 600

Boston MA 02110

Kyle Schroeckenthaler

612-416-8909 kyle.schroeckenthaler@ebp-us.com

CV0000950

EBP US, Inc

C O

N

TR

A C

TO

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Corbin Montry

517-256-9895

DTMB

Various Various montryc@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

N/ANET 45

Change Notice Number 3

Contract Number MA220000001341 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

$1,437,380.00 $0.00 $1,437,380.00

DESCRIPTION

Effective 06/13/2025, the contract is amended to incorporate the below updated ADA Compliance Language. This language replaces, in its entirety, the previous WCAG 2.0 Level AA language. No additional funding is required. All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval.

Please note the Contract Administrator has been changed to Corbin Montry.

4. ADA COMPLIANCE:

The State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted standards and procedures regarding accessibility requirements for websites, applications, content, and electronic documents. Due to a change in the law, the State is required to comply with specific accessibility standards for websites, applications, content and documents. Starting 4/24/2026, throughout the Term, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract, must comply with WCAG 2.1 Level

AA.

AGENCY NAME PHONE EMAIL

MDOT Tim Ryan 517-897-2459 RyanT7@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA220000001341

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

MULTI-MODAL ECONOMIC BENEFIT ANALYSIS SOFTWARE

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

August 2, 2022 August 1, 2027 5 - 12 Months August 1, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

155 Federal St., Suite 600

Boston MA 02110

Kyle Schroeckenthaler

612-416-8909 kyle.schroeckenthaler@ebp-us.com

CV0000950

EBP US, Inc.

C O

N

TR

A C

TO

R

Robin Lampert

517-582-2746

DTMB

Various Various

LampertR1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 2

Contract Number MA220000001341 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

$1,417,550.00 $19,830.00 $1,437,380.00

DESCRIPTION

Effective October 21, 2024, the following amendment is incorporated into this Contract per attached Statement of Work. This change will increase the speed of a search in the Multimodal Economic Benefit Analysis Software (MMEBA). The cost for this enhancement is $19,830.00. This notice also summarizes the current licenses.

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

MDOT Tim Ryan 517-897-2459 RyanT7@michigan.gov

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA220000001341

MICHIGAN DEPARTMENT OF TECHNOLOGY,

MANAGEMENT AND BUDGET

IT SERVICES

STATEMENT OF WORK

Project Title:

Multimodal Economic Benefit Analysis (MMEBA) application Transit Module Enhancement

Period of Coverage:

07/01/2024 through completion of work

Requesting Department:

MDOT

Date:

05/10/2024

Agency Program Manager:

Tim Ryan

Phone:

517-897-2459

DTMB Program Manager:

Jeffrey LaBean

Phone:

517-243-1743

BRIEF DESCRIPTION OF SERVICES TO BE PROVIDED:

MDOT is requesting the vendor to enhance the MMEBA application’s Statewide Run option residing in the Transit module.

BACKGROUND:

MMEBA is a new and recently implemented COTS application that allows MDOT to perform multimodal Economic Benefits Analysis (EBA). MDOT is requesting an update to make the Transit module’s Statewide Run reporting process more efficient. Currently, the execution of this reporting process is slow since it is calculating results based on all Transit Agencies.

PROJECT OBJECTIVE:

The work identified in this Statement of Work will provide MDOT MMEBA Transit users with an easier approach to execute the Statewide Run option for analysis. By providing aggregated inputs, running the Statewide reporting metrics will be as fast as running a single Transit Agency.

SCOPE OF WORK:

The vendor will complete all tasks noted below within the vendor hosted QA environment, assist with user acceptance testing and any issue resolution, as needed, and complete implementation within MDOT’s vendor hosted production environment after MDOT has accepted all deliverables.

TASKS:

Task Item Description Estimate 1 Transit module development and updated documentation 64 hours 2 Testing 16 hours 3 Meetings/Project Management 8 hours 4 Implementation 10 hours Total 98 Hours

The total fees for this change order are $19,830 based on the following specific resource roles, hourly rates, hours, and total cost. The hourly rate for each role matches the contractual Schedule B – Pricing,

6. Rate Card for Ancillary Professional Services.

Role Hourly Rate Hours Total Cost Software Architect $261 40 $10,440 Director $219 10 $2,190 Associate $150 48 $7,200 Totals 98 $19,830

Detailed Sub-Tasks to be completed:

• Add a third category radio button to Agency Selection that is “All Agencies.” Reorder buttons so that it goes: 1) by agency, 2) by agency category, 3) statewide (rather than Statewide being the default).

• This category will only allow Statewide analysis in Geography Selection. Updated logic will change page behavior.

• Do not show an agency selection dropdown on Agency Metrics and Analysis Parameters – Show a label instead. Updated logic will change page behavior.

• Agency Metrics will be aggregated or averaged metrics.

o This will be done on Import – any import of Agency Metrics or Analysis Parameters.

o We will do this by creating a pseudo-agency. However, we’ll hide this agency row from the dropdowns under the existing 2 agency selection methods to ensure there is no risk of double counting impacts and benefits.

o This agency will be connected to the statewide model data for each contract year.

o Everything is sums of displayed (vs imported) Agency Metrics, except “% of vehicles by fuel type” on Performance Data – which we can weight by Vehicle Miles at each agency to combine.

• Use the all-agencies default Analysis Parameters – modifications will now apply to all service/use statewide.

• Update the Results procedures as needed to run on the aggregated inputs. Calculations should be exactly the same, but as fast as a single agency run with statewide inputs. There are a number of functions that manage the select of agency and economic data that need to be adjusted for combining data correctly. Validate all the outputs in the web app and Excel export and update labeling.

• Test updating the aggregate data with imports of both file types as well as manual modifications and results runs. Tests should be done in a QA environment, which we can stand back up or maintain from this implementation.

• Update guidance and documentation.

DELIVERABLES:

Deliverables will not be considered complete until the Agency Project Manager has formally accepted them.

Deliverables for this project include:

• Changes to the Statewide Run option residing in the Transit module of the MMEBA application

• Updates to the Transit user guide and technical documentation

• Support necessary testing and any remediation for the changes

ACCEPTANCE CRITERIA:

The changes to the Statewide Run option residing in the Transit module of the MMEBA application has been successfully tested, and production implementation has been completed.

PAYMENT SCHEDULE:

Payment will be made upon satisfactory acceptance of all deliverables and DTMB will pay CONTRACTOR upon receipt of the final approved and properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order not more often than monthly.

DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals.

All invoices should reflect actual work completed by payment date and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees. When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense.

Payment shall be considered timely if made by the DTMB within forty-five (45) days after receipt of properly completed invoices.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

AGENCY RESPONSIBILITIES:

Complete user acceptance testing; review and approval of the deliverables and submitted invoice(s).

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at their offices. No work is required on site at MDOT

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing.

No overtime will be permitted.

SUMMARY OF LICENSES

License Type Included in Base Product Subscription

Contracted ^ Additional Users

Additional User Unit Cost

Full TREDIS & AT

(MDOT) 3 8 $500

Full TREDIS & AT (Other Agencies)* 0 0 $5,400 1st user

$1,000 add’l Read-only TREDIS & AT 0 4 $250 Transit - MDOT 3 0 $500 Transit - External 0 84 $100 Aviation - MDOT 3 1 $500 Aviation - External 0 105 $100

Notes: Any license can be used by employees or contractors as long as they are assigned to an individual.

^ As of the close of the implementation project (May 2024). Licenses of equivalent cost may be swapped over the course of the subscription period by a User Administrator communicating to the TREDIS team at

EBP.

* Typically paid by Partner agency.

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

Contract Number 220000001341

Various

Robin Lampert kyle.schroeckenthaler@ebp-us.com

Kyle Schroeckenthaler

Boston, MA 02110

EBP US, Inc.

CV0000950

612-416-8909

155 Federal St., Suite 600

(517) 582-2746

S T

A T

E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

DTMB

lampertr1@michigan.gov

$1,387,550.00

August 2, 2022 August 1, 2027

MULTI-MODAL ECONOMIC BENEFIT ANALYSIS SOFTWARE

August 1, 2027

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ August 1, 2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$30,000.00 $1,417,550.00

Effective October 20,2023, this Contract is increased by $30,000.00 for MDOT use.

The following amendments are incorporated into this Contract to extend the implementation schedule and modify core product's test and production user access segregation:

* Extending the implementation schedule through all of FY24 Q2 and approximately 2/3 of FY24 Q3; additional $5,800 for subtask 1.1 Progress Reporting

* Modifying user access and the testing plan; additional $11,200 for subtask 3.7 Testing Strategy & Plan

* Additional platform management of $13,000 for subtask 5.5 MI EBA Test & Development Environment

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MDOT

Program Managers for

CHANGE NOTICE NO. 1 TO CONTRACT NO. 220000001341

Jeffrey LaBean 517-243-1743 LabeanJ@michigan.govDTMB

Tim Ryan 517-897-2459 RyanT7@michigan.govMDOT

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000001341 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

EBP US, Inc.

ST

A

TE

Pr og ra m

M an ag er

Multi Multi

155 Federal St., Suite 600

Boston, MA 02110

Kyle Schroeckenthaler

C on tra ct

Ad m in is tra to r

Christopher Martin DTMB

612-416-8909 517-643-2833 kyle.schroeckenthaler@ebp-us.com martinc20@michigan.gov

CV0000950

CONTRACT SUMMARY

DESCRIPTION: MULTI-MODAL ECONOMIC BENEFIT ANALYSIS SOFTWARE

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

8/2/2022 8/1/2027 5, 1-year 8/1/2027

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $1,387,550.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management, and Budget 320 South Walnut Street PO Box 30026 Lansing, MI 49812

CONTRACT NO. 220000001341

Program Managers for Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB Jeff LaBean 517-243-1743 labeanj@michigan.gov MDOT Tim Ryan 517-897-2459 ryant7@michigan.gov

CONTRACT NO. 220000001341

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

SOFTWARE TERMS AND CONDITIONS

These Terms and Conditions, together with all Schedules (including the Statement(s) of Work), Exhibits and any other applicable attachments or addenda (Collectively this “Contract”) are agreed to between the State of Michigan (the “State”) and EBP US, Inc. (“Contractor”), a Massachusetts Corporation. This Contract is effective on 8/2/2022 (“Effective Date”), and unless terminated, will expire on 8/1/2027 (the “Term”).

This Contract may be renewed for up to five additional one-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.]

1. Definitions. For the purposes of this Contract, the following terms have the following meanings:

“Acceptance” has the meaning set forth in Section 9.

“Acceptance Tests” means such tests as may be conducted in accordance with Section 9.1 and a Statement of Work to determine whether the Software meets the requirements of this Contract and the Documentation.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of a Person.

“Allegedly Infringing Materials” has the meaning set forth in Section 17.2(b).

“Approved Third Party Components” means all third party components, including Open-Source Components, that are included in or used in connection with the Software and are specifically identified by Contractor in the Contractor’s Bid Response or as part of the State’s Security Accreditation Process defined in Schedule E – Data Security Schedule.

“Authorized Users” means all Persons authorized by the State to access and use the Software under this Contract, subject to the maximum number of users specified in the applicable Statement of Work.

“Business Day” means a day other than a Saturday, Sunday or other day on which the State is authorized or required by law to be closed for business.

“Business Requirements Specification” means the initial specification setting forth the State’s business requirements regarding the features and functionality of the Software, as set forth in a Statement of Work.

“Change” has the meaning set forth in Section 2.2.

“Change Notice” has the meaning set forth in Section 2.2(b).

“Change Proposal” has the meaning set forth in Section 2.2(a).

“Change Request” has the meaning set forth in Section 2.2.

“Confidential Information” has the meaning set forth in Section 22.1.

“Configuration” means State-specific changes made to the Software without Source Code or structural data model changes occurring.

“Contract” has the meaning set forth in the preamble.

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) approve any Change Notices under this Contract. Each party’s Contract Administrator will be identified in a Statement of Work.

“Contractor” has the meaning set forth in the preamble.

“Contractor’s Bid Response” means the Contractor’s proposal submitted in response to the Invitation to Negotiate.

“Contractor Hosted” means the Hosted Services are provided by Contractor or one or more of its Permitted Subcontractors.

“Contractor Personnel” means all employees of Contractor or any subcontractors or Permitted Subcontractors involved in the performance of Services hereunder.

“Contractor Project Manager” means the individual appointed by Contractor and identified in a Statement of Work to serve as the primary contact with regard to services, to monitor and coordinate the day-to-day activities of this Contract, and to perform other duties as may be further defined in this Contract, including an applicable Statement of Work.

“Customization” means State-specific changes to the Software's underlying Source Code or structural data model changes.

“Deliverables” means the Software, and all other documents and other materials that Contractor is required to or otherwise does provide to the State under this Contract and otherwise in connection with any Services, including all items specifically identified as Deliverables in a Statement of Work and all Work Product.

“Deposit Material” refers to material required to be deposited pursuant to Section 28.

“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.

“DTMB” means the Michigan Department of Technology, Management and Budget.

“Effective Date” has the meaning set forth in the preamble.

“Fees” means the fees set forth in the Pricing Schedule attached as Schedule B.

“Financial Audit Period” has the meaning set forth in Section 23.1.

“Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, encrypt, modify, copy, or otherwise harm or impede in any manner, any (i) computer, software, firmware, data, hardware, system or network, or (ii) any application or function of any of the foregoing or the integrity, use or operation of any data Processed thereby; or (b) prevent the State or any Authorized User from accessing or using the Services as intended by this Contract, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.

“HIPAA” has the meaning set forth in Section 21.1.

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

“Implementation Plan” means the schedule included in a Statement of Work setting forth the sequence of events for the performance of Services under a Statement of Work, including the Milestones and Milestone Dates.

“Integration Testing” has the meaning set forth in Section 9.2(a).

“Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the associated goodwill; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

“Key Personnel” means any Contractor Personnel identified as key personnel in the Contract.

“Loss or Losses” means all losses, including but not limited to, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Software, including any updated Documentation, that Contractor may generally provide to its licensees from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software.

“Milestone” means an event or task described in the Implementation Plan under a Statement of Work that must be completed by the corresponding Milestone Date.

“Milestone Date” means the date by which a particular Milestone must be completed as set forth in the Implementation Plan under a Statement of Work.

“New Version” means any new version of the Software, including any updated Documentation, that the Contractor may from time to time introduce and market generally as a distinct licensed product, as may be indicated by Contractor's designation of a new version number.

“Nonconformity” or “Nonconformities” means any failure or failures of the Software to conform to the requirements of this Contract, including any applicable Documentation.

“Open-Source Components” means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

“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).

“PAT” means a document or product accessibility template, including any Information Technology Industry Council Voluntary Product Accessibility Template or VPAT®, that specifies how information and software products, such as websites, applications, software and associated content, conform to WCAG 2.0 Level AA.

“Permitted Subcontractor” means any third party hired by Contractor to perform Services for the State under this Contract or have access to State Data.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Pricing Schedule” means the schedule attached as Schedule B.

“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.

“Representatives” means a party's employees, officers, directors, partners, shareholders, agents, attorneys, successors and permitted assigns.

“RFP” means the State’s request for proposal designed to solicit responses for Services under this Contract.

“Services” means any of the services, including but not limited to, Hosted Services, Contractor is required to or otherwise does provide under this Contract.

“Service Level Agreement” means the schedule attached as Schedule D, setting forth the Support Services Contractor will provide to the State, and the parties' additional rights and obligations with respect thereto.

“Site” means the physical location designated by the State in, or in accordance with, this Contract or a Statement of Work for delivery and installation of the Software.

“Software” means Contractor’s software as set forth in a Statement of Work, and any Maintenance Releases or New Versions provided to the State and any Task 6 Improvements, Customizations, or Configurations made by or for the State pursuant to this Contract, and all copies of the foregoing permitted under this Contract.

“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which the Software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of, and to develop computer programs compatible with, the Software.

“Specifications” means, for the Software, the specifications collectively set forth in the Business Requirements Specification, Technical Specification, Documentation, Invention To Negotiate or Contractor’s Bid Response, if any, for such Software, or elsewhere in a Statement of Work.

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 21.1.

“State Hosted” means the Hosted Services are not provided by Contractor or one or more of its Permitted Subcontractors.

“State Materials” means all materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, content and technology, in any form or media, directly or indirectly provided or made available to Contractor by or on behalf of the State in connection with this Contract.

“State Program Managers” are the individuals appointed by the State, or their designees, to (a) monitor and coordinate the day-to-day activities of this Contract; (b) co-sign off on Acceptance of the Software and other Deliverables; and (c) perform other duties as may be specified in a Statement of Work Program Managers will be identified in a Statement of Work.

“State Systems” means the information technology infrastructure, including the computers, software, databases, electronic systems (including database management systems) and networks, of the State or any of its designees.

“Statement of Work” means any statement of work entered into by the parties and incorporated into this Contract. The initial Statement of Work is attached as Schedule A.

“Stop Work Order” has the meaning set forth in Section 15.

“Support Services” means the software maintenance and support services Contractor is required to or otherwise does provide to the State under the Service Level Agreement.

“Task 6 Improvements” means the State-requested changes made to the core TREDIS software to implement the requirements for subtasks under the “Task 6.0: Develop Core Investment Performance Evaluation Tool Additions and Configurations (TREDIS v6 fueled by Transearch)” included in Schedule A.

“Technical Specification” means, with respect to any Software, the document setting forth the technical specifications for such Software and included in a Statement of Work.

“Term” has the meaning set forth in the preamble.

“Testing Period” has the meaning set forth in Section 9.1(b).

“Transition Period” has the meaning set forth in Section 16.3.

“Transition Responsibilities” has the meaning set forth in Section 16.3.

“Unauthorized Removal” has the meaning set forth in Section 2.5(b).

“Unauthorized Removal Credit” has the meaning set forth in Section 2.5(c).

“User Data” means all data, information and other content of any type and in any format, medium or form, whether audio, visual, digital, screen, GUI or other, that is input, uploaded to, placed into or collected, stored, Processed, generated or output by any device, system or network by or on behalf of the State, including any and all works, inventions, data, analyses and other information and materials resulting from any use of the Software by or on behalf of the State under this Contract, except that User Data does not include the Software or data, information or content, including any GUI, audio, visual or digital or other display or output, that is generated automatically upon executing the Software without additional user input without the inclusion of user derived Information or additional user input.

“Warranty Period” means the ninety (90) calendar-day period commencing on the date of the State's Acceptance of the Software and for which Support Services are provided free of charge.

“WCAG 2.0 Level AA” means level AA of the World Wide Web Consortium Web Content Accessibility Guidelines version 2.0.

“Work Product” means all State-specific deliverables that Contractor is required to, or otherwise does, provide to the State under this Contract including but not limited to Customizations, application programming interfaces, computer scripts, macros, user interfaces, reports, project management documents, forms, templates, and other State-specific documents and related materials together with all ideas, concepts, processes, and methodologies developed in connection with this Contract whether or not embodied in this Contract. Work Product does not include Task 6 Improvements.

2. Duties of Contractor. Contractor will provide Services and Deliverables pursuant to Statement(s) of Work entered into under this Contract. Contractor will provide all Services and Deliverables in a timely, professional manner and in accordance with the terms, conditions, and Specifications set forth in this Contract and the Statement(s) of Work.

2.1 Statement of Work Requirements. No Statement of Work will be effective unless signed by each party’s Contract Administrator. The term of each Statement of Work will commence on the parties' full execution of a Statement of Work and terminate when the parties have fully performed their obligations. The terms and conditions of this Contract will apply at all times to any Statements of Work entered into by the parties and incorporated into this Contract. The State will have the right to terminate such Statement of Work as set forth in Section 16. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work (including the Implementation Plan and all Milestone Dates) is strictly required.

2.2 Change Control Process. The State may at any time request in writing (each, a “Change Request”) changes to a Statement of Work, including changes to the Services and Implementation Plan (each, a “Change”). Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section 2.2.

(a) As soon as reasonably practicable, and in any case within twenty (20) Business Days following receipt of a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forth:

(i) a written description of the proposed Changes to any Services or Deliverables;

(ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any additional or modified Services or Deliverables; and (B) the effect of such Changes, if any, on completing any other Services under a Statement of Work;

(iii) any additional State Resources Contractor deems necessary to carry out such Changes; and

(iv) any increase or decrease in Fees resulting from the proposed Changes, which increase or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change.

(b) Within thirty (30) Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications, as the case may be, the parties will execute a written agreement to the Change Proposal (“Change Notice”), which Change Notice will be signed by the State’s Contract Administrator and will constitute an amendment to a Statement of Work to which it relates; and

(c) If the parties fail to enter into a Change Notice within fifteen (15) Business Days following the State’s response to a Change Proposal, the State may, in its discretion:

(i) require Contractor to perform the Services under a Statement of Work without the Change;

(ii) require Contractor to continue to negotiate a Change Notice;

(iii) initiate a Dispute Resolution Procedure; or

(iv) notwithstanding any provision to the contrary in a Statement of Work, terminate this Contract under Section 16.1.

(d) No Change will be effective until the parties have executed a Change Notice. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with a Statement of Work pending negotiation and execution of a Change Notice. Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice.

(e) The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Services as described in this Contract are considered part of the Services and, thus, will not be considered a Change. This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Non-Conformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Support Services under this Contract.

(f) Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.

2.3 Contractor Personnel.

(a) Contractor is solely responsible for all Contractor Personnel and for the…