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

CONTRAXX Contract Management Software Maintenance and Support

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 1, 2011 October 31, 2016 5 Months October 31, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

311 S. Wacker Drive Suite 4900

Chicago IL 60606

Garrett Burns

312-724-7776 gburns@rldatix.com

CV0002070

Datix (USA) 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 12

Contract Number MA071B2200046C 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 Years October 31, 2026

$1,723,102.28 $164,825.34 $1,887,927.62

DESCRIPTION

Effective May 1, 2025, this Contract is extended 1 year and is increased by $164,825.34. The revised contract expiration date is October 31, 2026. The following amendments are incorporated into this Contract per attached Statement of Work:

Transition to SendGrid• Extension for assistance with transition to replacement contract with new vendor•

Please note the MDOT Program Manager has been changed to Michael Meddaugh.

Per contractor and agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on July 15, 2025.

AGENCY NAME PHONE EMAIL

DTMB Jeff LaBean 517-243-1743 labeanj@michigan.gov

MDOT Michael Meddaugh 517-342-4856 MeddaughM@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 12 TO CONTRACT NO. MA071B2200046C

Contract 071B2200046; Change Notice 12

MICHIGAN DEPARTMENT OF TECHNOLOGY,

MANAGEMENT AND BUDGET

IT SERVICES

STATEMENT OF WORK

Project Title:

CTRAK Data Mapping Assistance

Period of Coverage:

5/1/2025 to 10/31/2026

Requesting Department:

MDOT

Date:

3/3/2025

Agency Program Manager:

Nicole Wolf

Phone:

517-930-7826

DTMB Program Manager:

Jeffrey LaBean

Phone:

517-243-1743

BRIEF DESCRIPTION OF SERVICES TO BE PROVIDED:

The State will be transitioning away from this contract. An extension is needed to prevent any loss of service before the new solution is fully implemented. Additional funding is also needed to reimburse the Contractor for any assistance provided for the overall transition and the State’s transition to using SendGrid for transactional emails.

BACKGROUND:

CTRAK is currently being utilized by MDOT to track consultant contracts and agreements from the time the Request for Proposal (RFP) is received until the contract is authorized. The CTRAK application and database are hosted on-premises, and the database table structures and entity relationships are technically complex. The State is transitioning away from this contract, which already defines Transition Responsibilities under Article 2. Terms and Conditions, 2.170 Transition Responsibilities. This Statement of Work will provide an avenue for payment as noted under 2.175 Transition Payments. The State is also replacing its on-premises Simple Mail Transport Protocol (SMTP) Relay service with Twilio SendGrid cloud-base service for transactional emails.

SMTP Relay will not be supported after the end of 2025.

PROJECT OBJECTIVE:

Extend the current contract twelve (12) months, November 1st, 2025, to October 31st, 2026, to account for the additional time needed before the CTRAK replacement is fully implemented and CTRAK is no longer needed when the State has successfully transitioned from CTRAK to the new system and from using SMTP to SendGrid.

SCOPE OF WORK:

Contractor will provide any assistance the State requires for transition from CTRAK, including, but not limited to data mapping, data cleansing, data migration, and documentation, and transition to using SendGrid, labeled herein as “Transition Assistance”.

TASKS:

Task Description Hours Estimate 1 Twelve-month extension --- $124,547.34 2 Transition Assistance as requested by the State 150 $40,278.00 Total $164,825.34

The total fees for Transition Assistance are not to exceed $40,278 based on an hourly rate of $271.52 per hour.

DELIVERABLES:

Deliverables will not be considered complete until both Program Managers have formally accepted them.

Deliverables for this project include:

• Meeting participation, as requested by any party (State, Contractor, or new COTS vendor)

• Requested documentation, if needed

• Completion of all Transition Assistance requested

• Monthly invoice showing a breakdown of the total hours and costs expended against each deliverable (meeting participation, documentation prep and delivery, type of Transition Assistance provided, other), along with a cumulative summary of all hours and costs expended to date.

ACCEPTANCE CRITERIA:

The State will review each monthly invoice to ensure acceptance of the hours and costs reported in relation to the assistance requested and provided. Final acceptance and payment will be provided once the transition from CTRAK to the new COTS system has been determined to be complete.

PAYMENT SCHEDULE:

DTMB will issue payment(s) to the Contractor for the twelve-month extension on a quarterly basis (one quarter of the twelve-month estimate in November 2025, February 2026, May 2026, and August 2026) upon receipt of the approved and properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order (DOIT1).

DTMB will issue payment(s) to the Contractor for Transition Assistance upon satisfactory receipt of the approved and properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order not more than monthly. Each Transition Assistance invoice must include a breakdown of the total hours and costs expended against each deliverable (meeting participation, documentation prep and delivery, type of Transition Assistance provided, other), along with a cumulative summary of all hours and costs expended to date.

DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Program 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, fees, and include the appropriate DOIT1 ID. 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.

EXPENSES:

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

PROJECT CONTACTS:

The designated Agency Program Manager is:

Nicole Wolf MDOT – Contract Services Division Van Wagoner Building 425 W. Ottawa St.

Lansing, Mi, 48933 517-930-7826 wolfn@michigan.gov

The designated DTMB Program 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:

Complete data validation and user acceptance testing; 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.

mailto:labeanj@michigan.gov

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 11 to Contract Number 071B2200046

Various

Robin Lampert gburns@rldatix.com

Garrett Burns

Chicago, IL 60606

Datix (USA) Inc.

VS0269097

312-724-7776

311 S. Wacker Drive , Suite 4900

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

$1,690,519.78

November 1, 2011 October 31, 2025

CONTRAXX CONTRACT MANAGEMENT SOFTWARE MAINTENANCE AND SUPPORT

October 31, 2016

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

☐ ☐ October 31, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$32,582.40 $1,723,102.18

Effective October 23, 2023, this Contract is increased by $32,582.40 for MDOT use. The following amendments are incorporated into this Contract per the attached Statement of Work:

* delivery of CTRAK document extraction utility

* integration between CTRAK and ProjectWise

* revised version CTRAK to include all modifications noted in the attached Scope of Work (within the Statement of Work)

Please note the Contract Administrator has been changed to Robin Lampert.

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. 11 TO CONTRACT NO. 071B2200046

Carol Rademacher 517-373-3382 rademacherc@michigan.govMDOT

Joe Bruewer 517-322-4954 bruewerj@michigan.govDTMB

Jeff LaBean 517-243-1743 labeanj@michigan.govDTMB

CTRAK ProjectWise Enhancement

Period of Coverage:

10/01/2023 ongoing through completion

Requesting Department:

MDOT

Date:

09/08/2023

Agency Project Manager:

Carol Rademacher

Phone:

517-373-3382

DTMB Project Manager:

Jeffrey LaBean

Phone:

517-243-1743

Brief Description of Services to be provided:

DTMB is requesting the vendor to provide a utility to extract all existing documents in CTRAK, so they can be uploaded to MDOT’s ProjectWise application, along with an integration layer between CTRAK and ProjectWise so documents can be uploaded and downloaded between CTRAK to ProjectWise.

BACKGROUND:

Currently, documents are stored from CTRAK within Oracle database tables as Binary Large Objects (BLOBS). These take up a lot of space, causing database maintenance and backup activities to take significant time and effort to complete. MDOT wants to move these documents from the Oracle database to their ProjectWise application.

PROJECT OBJECTIVE:

The work identified in this Statement of Work will provide MDOT with a utility to extract all existing documents (30,000+) in CTRAK to a folder on the app server, so they can be uploaded to ProjectWise. An integration between CTRAK and ProjectWise will also be added, so users can upload and download documents between CTRAK and ProjectWise.

SCOPE OF WORK:

The vendor will complete all tasks noted below, assist the State of Michigan with implementing the deliverables within our development and testing environments, assist with completing system integration testing and user acceptance testing, and assist with the production implementation and any potential issue resolution, as needed.

TASKS:

Task Item

Description Estimat e

1 Vendor will provide a utility to allow MDOT staff to perform the following with minimal assistance from vendor:

a. Extract all existing documents (30,000+) in CTRAK to a folder on the app server (files organized by vendor name/ contract number hierarchy) so documents can be uploaded to ProjectWise.

b. Extract will contain the CTRAK unique key for each file.

c. MDOT will use the utility to provide files to ProjectWise and then load ProjectWise URN for existing embedded file fields back into CTRAK using the unique CTRAK key.

20 hours

2 Vendor will add an integration between CTRAK and ProjectWise so users can upload/download documents from CTRAK to ProjectWise (using the REST API).

a. CTRAK will pass the document to ProjectWise and ProjectWise will return an URN.

b. CTRAK will store a URN instead of the file.

80 hours

3 Vendor will modify all embedded file fields in CTRAK to work with ProjectWise and support the storage of ProjectWise URN for legacy files.

20 hours

Total 120 Hours

The total fees for this change order are $32,582.40 based on an hourly rate of $271.52/hour.

DELIVERABLES:

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

Deliverables for this project include:

• CTRAK document extraction utility

• Integration between CTRAK and ProjectWise

• Revised version of CTRAK to include all modifications noted in the Scope of Work above

ACCEPTANCE CRITERIA:

The document extraction utility and CTRAK and ProjectWise integration have been successfully implemented, tested, and accepted within the State of Michigan’s development, test, and production environments.

PAYMENT SCHEDULE:

Payment will be made upon satisfactory acceptance of all deliverable 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.

PROJECT CONTACTS:

The designated Agency Project Manager is:

Carol Rademacher MDOT - Contract Services Division Van Wagoner Building 425 W. Ottawa St.

Lansing, Mi, 48933 517-449-7320 rademacherc@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:

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.

mailto:rademacherc@michigan.gov mailto:labeanj@michigan.gov

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.

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 10 to Contract Number 071B2200046

Various

Christopher Martin gburns@rldatix.com

Garrett Burns

Chicago, IL 60606

Datix (USA) Inc.

VS0269097

312-724-7776

311 S. Wacker Drive , Suite 4900

(517) 643-2833 S

T A

T E

P ro g 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

martinc20@michigan.gov

$1,441,425.10

November 1, 2011 October 31, 2023

CONTRAXX CONTRACT MANAGEMENT SOFTWARE MAINTENANCE AND SUPPORT

October 31, 2016

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

☒ 2 years ☐ October 31, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$249,094.68 $1,690,519.78

Effective September 14, 2023, this Contract is exercising the third and fourth (final) option years and is increased by $249,094.68. The revised contract expiration date is October 31, 2025.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on September 14, 2023.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

Program Managers for

CHANGE NOTICE NO. 10 TO CONTRACT NO. 071B2200046

Carol Rademacher 517-373-3382 rademacherc@michigan.govMDOT

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 9 to 071B2200046Contract Number

Datix (USA) Inc.

N E W

C O

N T R A

C T O

R

311 S Wacker Drive, Suite 4900

Chicago, IL 60606

Garrett Burns

312-724-7776 gburns@rldatix.com

VS0269097

Various martinc20@michigan.gov

Christopher Martin

(517) 643-2833

C o n tra ct

A d m in istra to r

STATE CONTACTS

$1,441,425.10

November 1, 2011 October 31, 2023

CONTRAXX CONTRACT MANAGEMENT SOFTWARE MAINTENANCE AND SUPPORT

October 31, 2016

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ Direct Voucher (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ October 31, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $1,441,425.10

Effective 2/17/2023, please note the Vendor Name and Number have been changed to Datix (USA) Inc. VS0269097.

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

P ro g n a g e r

MDOT DTMB

reckerstrom@ecteon.com

Richard Eckerstrom

New York, NY 10019

ECTEON INC

CV0002070

212-268-9800 x245

1697 Broadway, Ste. 906

C U

R R E N

T C

O N

T R A

C T O

R

Program Managers for

CHANGE NOTICE NO. 9 TO CONTRACT NO. 071B2200046

Carol Rademacher 517-373-3382 rademacherc@michigan.govMDOT

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 9 to 071B2200046Contract Number

Datix (USA) Inc.

N E W

C O

N T R A

C T O

R

311 S Wacker Drive, Suite 4900

Chicago, IL 60606

Garrett Burns

312-724-7776 gburns@rldatix.com

VS0269097

Various martinc20@michigan.gov

Christopher Martin

(517) 643-2833

C o n tra ct

A d m in istra to r

STATE CONTACTS

$1,441,425.10

November 1, 2011 October 31, 2023

CONTRAXX CONTRACT MANAGEMENT SOFTWARE MAINTENANCE AND SUPPORT

October 31, 2016

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ Direct Voucher (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ October 31, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $1,441,425.10

Please note the Vendor Name and Number have been changed to Datix (USA) Inc. VS0269097 per attached documents.

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

P ro g n a g e r

MDOT DTMB

reckerstrom@ecteon.com

Richard Eckerstrom

New York, NY 10019

ECTEON INC

CV0002070

212-268-9800 x245

1697 Broadway, Ste. 906

C U

R R E N

T C

O N

T R A

C T O

R

Program Managers for

CHANGE NOTICE NO. 9 TO CONTRACT NO. 071B2200046

Carol Rademacher 517-373-3382 rademacherc@michigan.govMDOT

I hereby certify that the annexed copy for ECTEON, INC., File Number 220325003096 has been compared with the original document in the custody of the Secretary of State and that the same is true copy of said original.

STATE OF NEW YORK

DEPARTMENT OF STATE

WITNESS my hand and official seal of the Department of State, at the City of Albany, on March 25, 2022.

Brendan C. Hughes Executive Deputy Secretary of State

Authentication Number: 100001287793 To Verify the authenticity of this document you may access theAuthentication Number: 100001287793 To Verify the authenticity of this document you may access theAuthentication Number: 100001287793 To Verify the authenticity of this document you may access theAuthentication Number: 100001287793 To Verify the authenticity of this document you may access the

Division of Corporation's Document Authentication Website at Division of Corporation's Document Authentication Website at Division of Corporation's Document Authentication Website at Division of Corporation's Document Authentication Website at http://ecorp.dos.ny.govhttp://ecorp.dos.ny.govhttp://ecorp.dos.ny.govhttp://ecorp.dos.ny.gov http://ecorp.dos.ny.gov

Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022

Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604

Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022

Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604

Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022

Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604

Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022

Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604

Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022Filed with the NYS Department of State on 03/25/2022

Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604Filing Number: 220325003095 DOS ID: 6440604

Delaware The First State

Page 1 Delaware The First State

4979025 8100M Authentication: 203007190 SR# 20221156463 Date: 03-25-22 You may verify this certificate online at corp.delaware.gov/authver.shtml

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:

"ECTEON, INC.", A NEW YORK CORPORATION,

WITH AND INTO "DATIX (USA) INC." UNDER THE NAME OF “DATIX

(USA) INC.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS

OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE

ON THE TWENTY-FIFTH DAY OF MARCH, A.D. 2022, AT 9:13 O`CLOCK

A.M.

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 8 to 071B2200046Contract Number

Various

Christopher Martin reckerstrom@ecteon.com

Richard Eckerstrom

New York, NY 10019

ECTEON INC

CV0002070

212-268-9800 x245

1697 Broadway, Ste. 906

(517) 643-2833 S

T A

T E

P ro g ram an ag er C o n tract A d m in istrato r

C O

N T

R A

C T

O R

DTMB

martinc20@michigan.gov

$1,428,392.10

November 1, 2011 October 31, 2023

MAINTENANCE AND SUPPORT FOR SOFTWARE FOR CONTRACT

October 31, 2016

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

☐ ☐ October 31, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$13,033.00 $1,441,425.10

Effective 9/20/2021, , the following amendments is incorporated into this Contract per attached Statement of Work. This change includes adding MILogin Single Sign On to the CTRAK Dev, QA, and Production environments. The total cost of these enhancements is not to exceed $13,033.00. The value of this Contract is increased by $13,033.00.

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

Program Managers for

CHANGE NOTICE NO. 8 TO CONTRACT NO. 071B2200046

Carol Rademacher 517-373-3382 rademacherc@michigan.govMDOT

CTRAK – MILogin Single Sign-On (SSO)

Period of Coverage:

September 2021 – November

Requesting Department:

MDOT Bureau of Finance and Administration

Date:

8/25/2021

Agency Project Manager:

Carol Rademacher

Phone:

517-449-7320

DTMB IT ManagerContract Owner :

Joe Bruewer

Phone:

517-242-8439

Brief Description of Services to be provided:

To integrate CTRAK 9.2 with the MILogin for Worker (Internal) enterprise portal using the SAML 2.0 Federation-based integration SSO mechanism.

BACKGROUND:

CTRAK is in the process of upgrading from current client/server version of 8.2 to the latest web based version

9.2 which makes the integration with MIlogin Single Sign On (SSO) possible. During the CTRAK 9.2 project planning meetings, MDOT expressed the need to integrate CTRAK with Milogin for version 9.2 upgrade.

PROJECT OBJECTIVE:

The purpose of this Statement of Work (SOW) is to solicit Ecteon to assist with and complete the necessary activities to integrate CTRAK with the MILogin for Worker (Internal) DTMB Enterprise portal using the SAML

2.0 Federation-based integration SSO mechanism.

SCOPE OF WORK:

Ecteon will review the State of Michigan-MILogin Design Document for Pre-built Integrations and provide an effort estimate in hours along with costs to complete the CTRAK MILogin integration. Ecteon will then assist the State with integrating MILogin into the CTRAK Development, QA, and Production environments.

TASKS:

Technical support is required to assist with the following tasks:

• Update scripts to support Identity Provider initiated SAML 2.0 integration

• Make sure the scripts support multiple IDP meta data files

• Retrieve user information from SAML Token (user id, first name, last name, email, phone number etc.)

• MILogin and CTRAK need to exchange metadata files. Provide information on how to generate the meta data file once it is deployed in our environments and where to add the MILogin metadata file(s).

Task Item

Description Estimate

1 Integrate with Customer’s SSO, MiLogin using SAML 2.0 (Dev environment) 2 days 2 Integrate with Customer’s SSO, MiLogin using SAML 2.0 (QA environment) 2 days 3 Integrate with Customer’s SSO, MiLogin using SAML 2.0 (Production environment) 2 days

Total 6 days The total fees for this change order are $13,033 based on the MDOT negotiated rate of $271.52/hour. This work will be conducted on a time and materials basis and will be billed monthly as incurred.

DELIVERABLES:

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

• CTRAK Development environment fully integrated with MILogin

• CTRAK QA environment fully integrated with MILogin

• CTRAK Production environment fully integrated with MILogin

ACCEPTANCE CRITERIA:

The CTRAK-MILogin integration has been successfully setup and tested in the development and QA environments and production implementation has been completed and validated.

PROJECT CONTROL AND REPORTS:

A weekly progress report must be submitted to the MDOT/ DTMB Project Managers throughout the life of this project. Each weekly progress report must contain the following:

1. Hours: Indicate the number of hours expended during the past two weeks, and the cumulative total to date for the project. Also vendor(s) must state whether the remaining hours are sufficient to complete the project.

2. Accomplishments: Vendor(s) must indicate what was worked on and what was completed during the current reporting period.

3. Funds: Indicate the amount of funds expended during the current reporting period, and the cumulative total to date for the project.

SPECIFIC DEPARTMENT STANDARDS:

Agency standards, if any, in addition to DTMB standards.

PAYMENT SCHEDULE:

Payment will be made upon satisfactory acceptance of all deliverables and DTMB will pay CONTRACTOR upon receipt of the final approved properly completed invoice(s) which must 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 must reflect actual work completed by payment date, and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices must describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and associated project fees. When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense.

Payment will 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. These expenses will be covered by the corresponding Ecteon and/or CTRAK companies.

PROJECT CONTACTS:

The designated Agency Project Manager is:

Carol Rademacher MDOT-Bureau of Finance and Administration Van Wagoner/3rd Floor 425 W. Ottawa St Lansing, MI 48933 517-449-7320 rademacherc@michigan.gov mailto:rademacherc@michigan.gov

The designated DTMB Project Manager is:

Joe Bruewer DTMB-Agency Services supporting MDOT

CONSTRUCTION & TECHNOLOGY BLDG

8885 Ricks Rd Dimondale, MI 48821 517-242-8439 bruewerj@michigan.gov

AGENCY RESPONSIBILITIES:

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

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

All work completed by Ecteon and/or CTRAK staff will be done off-site.

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.

mailto:bruewerj@michigan.gov

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 7 to 071B2200046Contract Number

Various

Christopher Martin reckerstrom@ecteon.com

Richard Eckerstrom

New York, NY 10019

ECTEON INC

CV0002070

212-268-9800 x245

1697 Broadway, Ste. 906

(517) 643-2833 S

T A

T E

P ro ag er C o n tract A d m in istrato r

C O

N T

R A

C T

O R

MDOT

DTMB

martinc20@michigan.gov

$1,179,297.42

November 1, 2011 October 31, 2021

MAINTENANCE AND SUPPORT FOR SOFTWARE FOR CONTRACT

October 31, 2016

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

☐ 2 one-year ☒ 2 years October 31, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$249,094.68 $1,428,392.10

Effective 3/16/2021, this Contract is extended two years, at a cost of $124,147.34 per year for Mantenance and Support, plus $400 per year for the Escrow Fee. The total annual amount is $124,547.34 and this pricing also covers two additional option years. This Contract is increased by $249,094.68. The revised contract expiration date is 10/31/2023.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on 3/16/2021.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

Program Managers for

CHANGE NOTICE NO. 7 TO CONTRACT NO. 071B2200046

MDOT Carol Rademacher 517-373-3382 rademacherc@michigan.gov

DTMB Joe Bruewer 517-322-4954 bruewerj@michigan.gov

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 6 to 071B2200046Contract Number

Various

Christopher Martin reckerstrom@ecteon.com

Richard Eckerstrom

New York, NY 10019

ECTEON INC

CV0002070

212-268-9800 x245

1697 Broadway, Ste. 906

(517) 643-2833 S

T A

T E

P ro ag er C o n tract A d m in istrato r

C O

N T

R A

C T

O R

MDOT

DTMB

martinc20@michigan.gov

$1,089,047.38

November 1, 2011 October 31, 2020

MAINTENANCE AND SUPPORT FOR SOFTWARE FOR CONTRACT

October 31, 2016

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

☒ 1 year ☐ October 31, 2021

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$90,250.14 $1,179,297.52

Effective 10/29/2020, this Contract is exercising the fifth and final option year. The Contract is increased by $90,250.14 (including $13,236.86 in previously authorized funds) for the cost of the final option year of $103,487.00. The revised contract expiration date is 10/31/2021.

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

Program Managers for

CHANGE NOTICE NO. 6 TO CONTRACT NO. 071B2200046

MDOT Carol Rademacher 517-373-3382 rademacherc@michigan.gov

DTMB Joe Bruewer 517-322-4954 bruewerj@michigan.gov

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 5 to 071B2200046Contract Number

Multi

Multi

Christopher Martin reckerstrom@ecteon.com

Richard Eckerstrom

New York, NY 10019

ECTEON INC

CV0002070

212-268-9800 x245

1697 Broadway, Ste. 906

(517) 643-2833 S

T A

T E

P ro ag er C o n tract A d m in istrato r

C O

N T

R A

C T

O R

MDOT

Multi

DTMB

martinc20@michigan.gov

$967,297.00

November 1, 2011 October 31, 2019

MAINTENANCE AND SUPPORT FOR SOFTWARE FOR CONTRACT

October 31, 2016

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

☒ 1-year ☐ October 31, 2020

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$121,750.38 $1,089,047.38

Effective 9/13/2019, the State is exercising the fourth option year of this Contract and is increased by $121,750.38. The revised contract expiration date is 10/31/2020.

All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement Services approval, and State Administrative Board approval on 10/8/2019.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

Program Managers for

CHANGE NOTICE NO. 5 TO CONTRACT NO. 071B2200046

MDOT Carol Rademacher 517-373-3382 rademacherc@michigan.gov

DTMB Joe Bruewer 517-322-4954 bruewerj@michgian.gov

5214 Maryland Way, Suite 100 Brentwood, TN 37027 Phone: 615-373-8551 Fax: 615-373-8543 www.ecteon.com

September 12, 2019

Christopher Martin

State of Michigan

Central Procurement Services – Enterprise Sourcing

RE: Contraxx Software Maintenance Renewal – Option year 4 for Contract Number

071B2200046.

Dear Mr. Martin:

Contract Maintenance Agreement between Ecteon, Inc. and Michigan Department of

Transportation dated September 28th, 2011.

I am pleased to provide the following renewal of Maintenance Services, per the contract above.

The proposed Option 4 renewal is for a term of one year, commencing on November 1, 2019 and ending on October 31st 2020. The maintenance fee for this term is $121,350.38 plus $400 in

Escrow Fees. Other than the term, the same terms and conditions will prevail as per the current maintenance agreement.

To accept this proposal, please sign below and fax to my attention at 615-373-8543. I look forward to hearing from you.

Thank you for your continued support of Contraxx. If you have any questions, please call me at

212-268-9800 x 245 or email me at reckerstrom@ecteon.com.

Sincerely, Richard Eckerstrom

Chief Executive Officer

Ecteon, Inc.

Agreed to and accepted:

By:

Title:

mailto:reckerstrom@ecteon.com

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 to 071B2200046Contract Number

Multi

Multi

Christopher Martin reckerstrom@ecteon.com

Richard Eckerstrom

New York, NY 10019

ECTEON INC

CV0002070

212-268-9800 x245

1697 Broadway, Ste. 906

(517) 643-2833 S

T A

T E

P ro ag er C o n tract A d m in istrato r

C O

N T

R A

C T

O R

MULTI

Multi

DTMB

martinc20@michigan.gov

$950,000.00

November 1, 2011 October 31, 2019

MAINTENANCE AND SUPPORT FOR SOFTWARE FOR CONTRACT MANAGEMENT FUNCTIONALITY (

PERFORMANCE MONITORING, AMENDEMENTS, CURRENT/HISTORICAL DATA ACCUMULATION, PRICING, PERFORMANCE DOCUMENTATION, VENDOR AND PAYEE MANAGEMENT, CONTRACT COMPLAINCE, SPEND BALANCES)

October 31, 2016

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

☐ ☐ October 31, 2019

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$17,297.00 $967,297.00

Effective 2/21/2019, the following amendment is incorporated into this Contract per attached SOW. This Contract is increase by $17,297.00.

Please note the Program Managers have been updated to Carol Rademacher for MDOT and Joe Bruewer for DTMB.

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

Program Managers for

CHANGE NOTICE NO. 4 TO CONTRACT NO. 071B2200046

MDOT Carol Rademacher 517-373-3382 rademacherc@michigan.gov

DTMB Joe Bruewer 517-322-4954 bruewerj@michgian.gov

IT SERVICES

STATEMENT OF WORK

Project Title:

C-TRAK Enhancements 10102018

Period of Coverage:

10/10/2018 – 10/10/2019

Requesting Department:

DTMB-AS-MDOT

Date:

2/11/2019

Agency Project Manager:

Carol Rademacher

Phone:

517-373-3382

DTMB Project Manager:

Joe Bruewer

Phone:

517-322-4954

Brief Description of Services to be provided:

Minor Enhancements to C-TRAK application

BACKGROUND:

According to the business areas the Funding tab in C-TRAK contract and authorization records no longer pulled in the accurate information and is no longer used, therefore, the C_TRAK Interface Enhancement list has been changed. After work began on C032 additional minor changes were required and addressed in C033.

PROJECT OBJECTIVE:

Implement Minor Enhancements (CCR-C032 and C033) to C-TRAK application

SCOPE OF WORK:

1. CCR-C032

a. Changes to Contract and Authorization records in support of changing C-TRAK Interfaces

b. Changing fields in the Funding Tab – Job # Funding

c. Remove connection link between C-TRAK and MAIN/MIDB

d. Remove connection link between C-TRAK and PAB

e. Remove connection link between C-TRAK and MFOS for the “Federal Project #”

f. Remove connection link between C-TRAK and MFOS for the “Local %”

g. Adding new section to the Details tab/Detail section for Contract and Authorization Records

2. CCR-C033

a. Interface – Remove connection link between C-TRAK and MAIN/MIDB

b. Interface – Remove connection link between C-TRAK and PAB

c. Adding new section to the Details tab/Detail section for Contract and Authorization records with the following fields: BFY, CS#, Unit, Activity, Dept Object, Location, Program, Program Phase, Appn, Fund, Reporting Code, and Program Total.

d. Remove the Funding tab and all validations associated with data in the tab.

TASKS:

Technical support is required to assist with the following tasks:

• Implement Enhanced C-TRAK version

DELIVERABLES:

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

Deliverables for this project include:

• Update C-TRAK executable

ACCEPTANCE CRITERIA:

Successful Testing of Proposed Change Description and References within the attached C-TRAK Project Change Control Request (C032 and C033)

SPECIFIC DEPARTMENT STANDARDS:

Agency standards, if any, in addition to DTMB standards.

PAYMENT SCHEDULE:

Payment will be made on a Satisfactory Acceptance of Each Deliverable basis. 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 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.

PROJECT CONTACTS:

The designated Agency Project Manager is:

Carol Rademacher

MDOT

Contract Services Division Van Waggoner Building Lansing, MI, 48914 517-373-3382 rademacherc@michigan.gov

The designated DTMB Project Manager is:

Joe Bruewer

DTMB-AS-MDOT

Construction Delivery Unit C&T Building 8885 Ricks Rd Dimondale, MI, 48911 517-322-4954 bruewerj@michigan.gov

AGENCY RESPONSIBILITIES:

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.

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to 071B2200046Contract Number labeanj@michigan.gov

Jeff LaBean

Christopher Martin reckerstrom@ecteon.com

Richard Eckerstrom

New York, NY 10019

ECTEON, INC

CV0002070

212-268-9800 x245

1697 Broadway, Ste. 906

(517) 643-2833 S T A T E

P ro g 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-IT

517-243-1743

DTMB

martinc20@michigan.gov

$850,000.00

November 1, 2011 October 31, 2019

CONTRACT MANAGEMENT SYSTEM

October 31, 2016

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☒ 1 ☐ October 31, 2019

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$100,000.00 $950,000.00

Effective 8/6/2018, the third option year for maintenance and support for the Contraxx Software is executed and the contract value is increased by $100,000.00 The total maintenance and support cost for the period of 11/1/2018 to 10/31/2019 is $120,721.67.

Please note the Contract Administrator has been changed to Christopher Martin Please note the Program Manager has been changed to Jeff LaBean

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

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CHANGE NOTICE NO. 3 TO CONTRACT NO. 071B2200046

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 2 to 071B2200046Contract Number

$750,000.00

November 1, 2011 October 31, 2017

ECTEON, INC

October 31, 2016

INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

5 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ Direct Voucher (DV) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☒ ☐ October 31, 2018

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

N/A

$100,000.00 $850,000.00

Effective September 12, 2017, the second option year for maintenance and support for Contraxx Software is executed and the Contract is increased by $100,000.00. The total maintenance and support cost for the period of 11/1/2017 to 10/31/2018 is $117,232.34. Pleas enote that Contract Administrator is changed to Malu Natarajan. All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Procurement approval.

osieczonekj@michigan.gov

James Osieczonek

Malu Natarajan reckerstrom@ecteon.com

Richard Eckerstrom

New York, NY 10019

ECTEON, INC

*******7107

212-268-9800 x245

1697 Broadway, Ste. 906

(517) 284-7030

S T A T E

P ro g 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-IT

517-335-6491

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DTMB

N/A

DESCRIPTION

natarajanm@michigan.gov

Form No. DMB 234 (Rev. 1/96) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed unless form is filed

STATE OF MICHIGAN

DEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET November 21, 2011

PROCUREMENT

P.O. BOX 30026, LANSING, MI 48909

OR

530 W. ALLEGAN, LANSING, MI 48933

NOTICE

OF

CONTRACT NO. 071B2200046

between

THE STATE OF MICHIGAN

And Fax: (212) 268-7676 NAME & ADDRESS OF CONTRACTOR TELEPHONE (212) 268-9800 x245 Ecteon, Inc. Richard Eckerstrom 1697 Broadway Ste 906 CONTRACTOR NUMBER/MAIL CODE

New York, NY 10019

BUYER/CA (517) 241-3215

reckerstrom@ecteon.com Steve Motz Technical Manager: Simon Wang (517) 335-5292

MDOT Contract Management Contraxx Software, Maintenance and Support CONTRACT PERIOD: 5yr. + 5 one-year options From: November 1, 2011 To: October 31, 2016

TERMS SHIPMENT

Net 30 Days N/A

F.O.B. SHIPPED FROM

N/A N/A

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION:

The terms and conditions of this Contract are attached.

Estimated Contract Value: $750,000.00

Form No. DMB 234 (Rev. 1/96) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed unless form is filed

STATE OF MICHIGAN

DEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET

PROCUREMENT

P.O. BOX 30026, LANSING, MI 48909

OR

530 W. ALLEGAN, LANSING, MI 48933

CONTRACT NO. 071B2200046

between

THE STATE OF MICHIGAN

And Fax: (212) 268-7676 NAME & ADDRESS OF CONTRACTOR TELEPHONE (212) 268-9800 x245 Ecteon, Inc. Richard Eckerstrom 1697 Broadway Ste 906 CONTRACTOR NUMBER/MAIL CODE

New York, NY 10019

BUYER/CA (517) 241-3215

reckerstrom@ecteon.com Steve Motz Technical Manager: Simon Wang (517) 335-5292

MDOT Contract Management Contraxx Software, Maintenance and Support CONTRACT PERIOD: 5yr. + 5 one-year options From: November 1, 2011 To: October 31, 2016

TERMS SHIPMENT

Net 30 Days N/A

F.O.B. SHIPPED FROM

N/A N/A

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION:

The terms and conditions of this Contract are attached. This Contract was awarded on the inquiry of RFP #071I1300265.

Estimated Contract Value: $750,000.00

THIS IS NOT AN ORDER: This Contract Agreement is awarded on the basis of our inquiry bearing the RFP No. 071I1300265. Orders for delivery will be issued directly by the Department of Technology, Management and Budget through the issuance of a Purchase Order Form.

FOR THE CONTRACTOR:

FOR THE STATE:

Ecteon, Inc.

Firm Name Signature

Jeff Brownlee, Chief Procurement Officer Authorized Agent Signature Name/Title

DTMB, Procurement Authorized Agent (Print or Type) Division

Date Date

Department of Technology, Management and Budget

Purchasing Operations

Contract No. 071B2200046 MDOT Contract Management Contraxx Software, Maintenance and Support

Buyer Name: Steve Motz Telephone Number: 517-241-3215

E-Mail Address: motzs@michigan.gov

CONTRACT #071B2200046

Table of Contents

Article 1 – Statement of Work (SOW) 8

1.000 Project Identification 8

1.001 Project Request 8

1.100 Scope of Work and Deliverables 8

1.101 In Scope 8

1.102 Out Of Scope 8

1.103 Environment 8

1.200 Roles and Responsibilities 9

1.201 Contractor Staff, Roles, And Responsibilities 9

1.202 State Staff, Roles, And Responsibilities 9

1.300 Project Plan 10

1.301 Project Plan Management - RESERVED 10

1.302 Reports - RESERVED 10

1.400 Project Management 10

1.401 Issue Management - RESERVED 10

1.402 Risk Management - RESERVED 10

1.403 Change Management 10

1.500 Acceptance 10

1.501 Criteria 10

1.600 Compensation and Payment 11

1.601 Compensation And Payment 11

Attachment 1 13

Attachment 2 17

Attachment 3 23

Article 2, Terms and Conditions 29

2.000 Contract Structure and Term 29

2.001 Contract Term 29

2.002 Options to Renew 29

2.003 Legal Effect 29

2.004 Attachments, APPENDICIES & Exhibits 29

2.005 Ordering 29

2.006 Order of Precedence 29

2.007 Headings 30

2.008 Form, Function & Utility 30

2.009 Reformation and Severability 30

2.010 Consents and Approvals 30

2.011 No Waiver of Default 30

2.012 Survival 30

2.020 Contract Administration 30

2.021…