230000000005.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 MA230000000005

C O

N

TR

A C

TO

R

LCPTRACKER, INC.

15173 North Rd., Suite 202

Fenton MI 48430

Matthew Delaney

810-666-0858 mdelaney@lcptracker.com

CV0014984

ST

A

TE

Pr og ra m

M an ag er

Various Various

C on tr ac t A dm in is tr at or Patrick Russell DTMB

(517) 648-7767 russellp2@michigan.gov

CONTRACT SUMMARY

Federal Prevailing Wage & Labor Compliance Software

INITIAL EFFECTIVE DATE

November 1, 2022

INITIAL EXPIRATION DATE

October 31, 2027

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE

BEFORE

October 31, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

0 Years

REVISED EXP. DATE

CURRENT VALUE

$850,523.99

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$850,523.99

DESCRIPTION

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

Effective 02/10/2026, the contract is amended to include the following:

Accessibility Requirements

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.

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, complies with WCAG 2.1 Level AA. Contractor will provide the State with its most recent VPAT to demonstrate compliance and agrees to remediate any deficiencies.

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. MA230000000005

Program Managers for

Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

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

MDOT Lindsey Renner 517-202-5356 RennerL1@michigan.gov

LEO Andrew Niedzinski 517-243-1053 NiedzinskiA@michigan.gov

DTMB Chris Chittenden 517-898-5166 ChittendenC@michigan.gov

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

Federal Prevailing Wage & Labor Compliance Software

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

November 1, 2022 October 31, 2027 5 - 12 Months October 31, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

15173 North Rd., Suite 202

Fenton MI 48430

Matthew Delaney

810-666-0858 mdelaney@lcptracker.com

CV0014984

LCPTRACKER, INC.

C O

N

TR

A C

TO

R

Patrick Russell

(517) 648-7767

DTMB

Various Various

RussellP2@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 3

Contract Number MA230000000005 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

$710,523.99 $140,000.00 $850,523.99

DESCRIPTION

Effective 04/02/2025, this Contract is increased by $140,000 for Labor and Economic Opportunity (LEO) use.

The following Amendment is incorporated into this Contract per attached Statement of Work, including pricing tables, to create a system to collect Certified Payroll and Contractor Registration from contractors working on Prevailing Wage projects with the State of Michigan.

Please note the Contract Administrator has changed to Patrick Russell.

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

AGENCY NAME PHONE EMAIL

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

MDOT Lindsey Renner 517-202-5356 RennerL1@michigan.gov

LEO Andrew Niedzinski NiedzinskiA@michigan.gov

DTMB Chris Chittenden ChittendenC@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA230000000005

DTMB Central Procurement Services Agency

Date

CHANGE NOTICE NO. 3 TO CONTRACT NO. MA230000000005

FOR THE CONTRACTOR:

LCPTRACKER, INC.

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name and Title

Michigan.gov/MiProcurement

Version 2021-1 1 of 6

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Prevailing Wage – Certified Payroll/Contractor Registration

Period of Coverage:

Starting April 2, 2025

Requesting Department:

Labor and Economic Opportunity (LEO)

Date:

4/2/2025

Agency Program Manager:

Andrew Niedzinski

Phone:

517-243-1053

DTMB Program Manager:

Chris Chittenden

Phone:

517-898-5166

BACKGROUND:

Act 10 of 2023 requires the payment of prevailing wages and fringe benefits on state-funded projects. It establishes requirements for contracting agents and bidders, assigns enforcement responsibilities to state and local government entities, and provides penalties for non-compliance. Amendments to the Act in 2024 (effective April 2, 2025) directs the Department of Labor and Economic Opportunity (LEO) to implement a State Project Registration (SPR) system, collect Certified Payroll records (effective April 2, 2025), and develop a Certified Payroll Database within one year of the act’s enactment.

PROJECT OBJECTIVE:

Create a system to collect Certified Payroll and Contractor Registration from contractors working on Prevailing Wage projects with the State of Michigan.

DELIVERABLES:

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

The Solution will meet the following requirements for both Certified Payroll Collection and State Project Registration:

1. Certified Payroll Collection In effect April 2, 2025: The Solution will allow the department to collect weekly certified payrolls from all contractors on State projects and other contracting agencies covered by the Act. Needs include:

a. Basic submitter information with unique identifier (such as EIN) for connection with registration.

Version 2021-1 2 of 6

b. Database support for housing Certified Payroll Reports and related documents tied to unique identifier.

c. Data Entry (web form) and upload ability for contractors within the Certifed Payroll Database to house submissions.

d. Certified Payroll Database has validations which may be set by the Agency as required elements for each Certified Payroll submission to assist in preventing partial submissions.

2. State Project Registration*

a. Registration process will require:

i) Name, address, Type of entity (Corp, LLC, etc..), Tax ID, Unemployment Insurance ID, Persons with financial interest.

ii) Attestation of compliance with “all applicable law,” applicable to registering entity (labor law, tax defaults, etc.).

iii) System creates unique identifier, such as EIN, to tie to payroll submissions.

b. Accept Payment for Contractor Registration Fee:

i) Interface with MI Dept. of Treasury payment and/or financial systems (CEPAS, SIGMA)

c. Upon form and payment confirmation, a successful registration a message will be provided to the register that includes their Reg number.

i) Department has 15 days to approve or deny. To start, without a connection to database, automated message with some language around reviews, etc.

*Initially, LEO will manually enter contractor information into Certified Payroll Database and into their invoicing system and send out invoices. However, requirements 2 a, b, and c will be made available by April 2, 2026. The cost and timeline for 2 a, b, and c has yet to be scoped at the time of this SOW. A new SOW will be created for 2 a, b, and c.

PAYMENT SCHEDULE:

LCPtracker Pro - Pricing Frequency Service Fee (Year 3 Pricing Below)

Bulk Project Pricing - Annual Access Service Fee Capacity: Up to $X million/billion Bulk project Annual Access Service Fee for access to LCPtracker Professional comprising:

• Unlimited administrative Users at no cost to Client

• Unlimited contractor Users at no cost directly to Client

• Administrator phone, email, and Live Chat/FAQ/Chatbot technical software support as needed (not training).

• Contractor email and Live Chat/FAQ/Chatbot technical software support as needed (not training).

Annual To be determined by Construction Capacity (see prices in Bulk Project Pricing Table below)

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LCPtracker Pro - Pricing Frequency Service Fee (Year 3 Pricing Below)

• Unlimited administrator and registered contractor User access to on-demand, pre-recorded web training videos during the Term.

Fixed Annual Multiple Projects Fee Option This is a flat rate annual priced package for a one-year commitment for LCPtracker Professional Services.

Services Term Pricing Time frame April 15,2025 to October 31,2025 $12 Billion cap is $186,028.94 - $7.5 Billion ($151,813.56) = $34,215.38 $34,215.38/ 12 Months = $2,851.28/ month x 6.5 Months = $18,533.33

1. Certified Payroll Collection

a. In effect April 2, 2025 (minimum):

i. The department is to collect weekly certified payrolls from all contractors on State projects and other contracting agencies covered by the Act. Needs include:

1. Basic submitter information with unique identifier

(likely EIN) for connection with registration.

2. Database support for housing documents tied to unique identifier.

3. Email or preferably upload potential to connect directly to a database to house submissions.

4. Required elements to prevent partial submissions.

6.5 Months

$18,533.33

Standard Start-Up (web based):

Configuration and setup of administrative account/database.

• 3-4 Implementation sessions comprising Admin #1, Admin #2, contractor training, and Go Live (these may be combined).

• 1 additional Admin training session, either web-based or in-person (depending on selection).

• 8 hours of wage data entry for Client. • A single one-hour training session for Client on how to data load prevailing wage data, if needed.

• *If elect in-person training, travel billed additionally according to cost, unless the flat travel fee detailed below has been elected

Customization of Subcontractor Form (1 hr at $239.52)

One Time

$6,500.00

$239.52

Total $25,272.85 https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-408-1122-amended

Version 2021-1 4 of 6

Yearly Pricing 2024-2027** Bulk Project Service Fee for Administrator access to the Services

(upon reaching the applicable tier) any year of the Subscription Term

Construction Capacity in the relevant yearly period of the Subscription

Term

List Pricing in Year 1

Dis-count

LCPtracker Professional

Annual Access Service Fees

Year 3 4/15/24 -4/14/25

LCPtracker Professional

Annual Access Service Fees

Year 4 4/1525 -4/1426

LCPtracker Professional

Annual Access Service Fees

Year 5 4/1526 – 4/1427

Up to $1 billion $97,868 21% $85,240.58 $89,502.61 $93,977.74 Up to $2 billion $106,464 21% $92,727.48 $97,363.85 $102,232.05 Up to $3 billion $115,060 21% $100,214.38 $102,719.74 $105,225.10 Up to $4 billion $123,656 21% $107,701.28 $113,086.35 $118,740.66 Up to $5 billion $132,252 21% $115,186.19 $120,947.59 $126,994.97 Up to $5.5 billion $141,133 21% $122,923.31 $129,069.48 $135,522.95 Up to $6 billion $147,660 21% $128,608.17 $135,038.58 $141,790.51 Up to $6.5 billion $159,541 21% $136,343.30 $143,160.46 $150,318.49 Up to $7 billion $165,422 21% $144,078.43 $151,282.35 $158,846.47 Up to $7.5billion $174,303 21% $151,813.56 $159,404.23 $167,374.44 Up to $8 billion $179,225 21% $156,100.49 $163,905.52 $172,100.80 Up to $8.5 billion $183,512 21% $159,834.30 $167,826.09 $176,217.32 Up to $9 billion $187,799 21% $163,568.23 $171,746.65 $180,333.98 Up to $10 billion $196,395 21% $171,055.13 $179,607.89 $188,588.29 Up to $12 billion $213,587 21% $186,028.94 $195,330.38 $205,096.90 Up to $14 billion $230,779 21% $201,002.74 $211,052.88 $221,605.52 Up to $16 billion $247,971 21% $215,976.54 $236,068.73 $247,872.16

Optional Services

Update Wages Any future wage updates LEO wants loaded by LCPtracker will be entered on the LCPtracker template format with the information LEO provides. By attaching the completed file back to LCPtracker, LEO understands and accepts the following:

• The client will enter the wage determination information on the Excel file template LCPtracker provided LEO (format will be the same as the initial upload LEO sent to LCPtracker filled out)

• LCPtracker will not review information entered by the client prior to upload

• Client is to confirm the accuracy of the data upload once completed by LCPtracker

Project Management Services are $125/hr and we anticipate that it will take 8 hours to complete work.

Per Wage Entry $1,000.00

Version 2021-1 5 of 6

Construction Capacity in the relevant yearly period of the Subscription

Term

List Pricing in Year 1

Dis-count

LCPtracker Professional

Annual Access Service Fees

Year 3 4/15/24 -4/14/25

LCPtracker Professional

Annual Access Service Fees

Year 4 4/1525 -4/1426

LCPtracker Professional

Annual Access Service Fees

Year 5 4/1526 – 4/1427

Up to $18 billion $265,163 21% $230,950.34 $242,497.86 $254,622.75 Up to $20 billion $282,355 21% $245,924.15 $258,220.35 $271,131.37 Up to $22 billion $299,547 21% $260,897.95 $273,942.85 $287,639.99 Optional Services Custom Development (System requests, reports, SOCs, custom data management requests, etc.)

$275.00 21% $239.52 $251.49 $264.07

Project Management Services

$175.00 21% $152.42 $160.04 $168.04

**LEO’s yearly cost will be calculated using the Yearly Pricing 2024-2027 table above.

Pricing will be calculated in excess of MDOT’s Construction Capacity in the relevant yearly period of the Subscription Term. As an example, in 2024-2025, if MDOT’s Construction Capacity is $6 Billion and LEO’s Construction Capacity is $4 Billion, LEO will pay the difference between the $6 Billion rate of $128,608.17 and the $10 Billion rate of $171,055.13, incurring a cost of $42,446.96.

EXPENSES:

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

PROJECT CONTACTS:

The designated Agency Program Manager is:

Andrew Niedzinski Department of Labor and Economic Opportunity Wage and Hour Division 530 W. Allegan Lansing, MI 48933 517-243-1053 NiedzinskiA@michigan.gov

Version 2021-1 6 of 6

The designated DTMB Program Manager is:

Chris Chittenden Department of Technology, Management & Budget Agency Services 4125 W. St Joseph Hwy Lansing, MI 48917 517-898-5166 ChittendenC@michigan.gov

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at: Remote

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.

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 2 to

Contract Number 230000000005

Various

Robin Lampert mdelaney@lcptracker.com

Matthew Delaney

Fenton, MI 48430

LCPTRACKER, INC.

CV0014984

810-666-0858

15173 North Rd., Suite 202

(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

$704,677.33

November 1, 2022 October 31, 2027

FEDERAL PREVAILING WAGE & LABOR COMPLIANCE SOFTWARE

October 31, 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

☐ ☐ October 31, 2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$5,846.66 $710,523.99

Effective 3/1/2023, the Contract is increased by $5,846.66. This amount covers the increases needed to track higher construction levels for Federal and State compliance - now up to the $7.5 billion construction capacity. The annual rate is increased to track current prevailing wage compliance to $137,699.37 in the first year. The amount is pro-rated to cover increases in volume that began in March. It is discounted by 21% for for MDOT use.

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

AGENCY NAME PHONE EMAIL

Multi-Agency and Statewide Contracts

Program Managers for

CHANGE NOTICE NO. 2 TO CONTRACT NO. 230000000005

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

Lindsey Renner 517-202-5356 RennerL1@michigan.govMDOT

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 230000000005 various

Robin Lampert mdelaney@lcptracker.com

Matthew Delaney

Fenton, MI 48430

LCPTracker, Inc.

CV0014984

810-666-0858

15173 North Rd., Suite 202

(517) 582-2746

S T

A T

E

P ro g 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

$700,000.00

November 1, 2022 October 31, 2027

FEDERAL PREVAILING WAGE & LABOR COMPLIANCE SOFTWARE

October 31, 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

☐ ☐ October 31, 2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$4,677.33 $704,677.33

Effective 7/1/2023, the Contract is increased by $4,677.33. The annual rate is increased to $130,683.38 to track current prevailing wage compliance at the $7 Billion level. The amount is pro-rated for four months (July 2023 - October 2023) and discounted by 21% for a total cost of $4,677.33 for MDOT use.

Please note the Contract Administrator for LCPTracker has been changed to Matt Delaney, and the Contract Administrator for the State 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

MDOT

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 230000000005 .

between

THE STATE OF MICHIGAN

and

C O

N

TR

A C

TO

R

LCPTRACKER, INC.

ST

A

TE

Pr og an ag er Multi Multi

200 E Chapman Ave

Orange, CA 92866

Jeff Douglas

C on tra ct

Ad in is tra to r Christopher Martin DTMB

714-418-5605 517-643-2833 jdouglas@lcptracker.com martinc20@michigan.gov

CV0014984

DESCRIPTION: FEDERAL PREVAILING WAGE & LABOR COMPLIANCE SOFTWARE

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

11/1/2022 10/31/2027 5, 1-year 10/31/2027

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 $700,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology Management & Budget 320 South Walnut Street PO Box 30026 Lansing, MI 48909

CONTRACT NO. 230000000005

Program Managers for Multi-Agency and Statewide Contracts

AGENCY NAME PHONE EMAIL

DTMB Jeff LaBean 517-243-1743 labeanj@michigan.gov MDOT Lindsey Renner 517-202-5356 rennerl1@michigan.gov

CONTRACT NO. 230000000005

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 LCPTracker, Inc (“Contractor”), a California Corporation. This Contract is effective on 4/15/2022 (“Effective Date”), and unless terminated, will expire on 4/14/2027 (the “Term”).

This Contract may be renewed for up to five additional one-year periods. 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 attached 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 Solicitation Type.

“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. LCPtracker as a SaaS provider is not providing any Work Product, as we are not delivering any specific to State products.

“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.

“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 or other included 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 who are licensing the same product as State, 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, but only if marketed to clients of the Contractor generally as not subject to an additional charge.

“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 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, , 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.

“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.

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 discuss implementing all Changes in accordance with this Section 2.2.

(a) As soon as reasonably practicable, and in any case within 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 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 15 Business Days following the State’s response to a Change Proposal, the State may, in its discretion:

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

(ii) initiate a Dispute Resolution Procedure; or

(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 commercially reasonable 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 payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

(b) Prior to any Contractor Personnel performing any Services, Contractor will:

(i) ensure that such Contractor Personnel have the legal right to work in the United States; and

(ii) have performed background checks on those Contractor Personnel in accordance with the requirements of the applicable Statement of Work.

(c) Contractor and all Contractor Personnel will comply with all rules, regulations, and policies of the State that are communicated to Contractor in writing, including security procedures concerning systems and data and remote access, building security procedures, including the restriction of access by the State to certain areas of its premises or systems, and general health and safety practices and procedures.

(d) The State reserves the right to require the removal of any Contractor Personnel found, in the judgment of the State, to be unacceptable. The State’s request must be written with reasonable detail outlining the reasons for the removal request. Replacement personnel for the removed person must be fully qualified for the position. If the State exercises this right, and Contractor cannot immediately replace the removed personnel, the State agrees to negotiate an equitable adjustment in schedule or other terms that may be affected by the State’s required removal.

2.4 Contractor Project Manager. Throughout the Term of this Contract, Contractor must maintain a Contractor employee acceptable to the State to serve as Contractor Project Manager, who will be considered Key Personnel of Contractor. Contractor Project Manager will be identified in a Statement of Work.

(a) Contractor Project Manager must:

(i) have the requisite authority, and necessary skill, experience, and qualifications, to perform in such capacity;

(ii) be responsible for overall management and supervision of Contractor’s performance under this Contract; and

(iii) be the State’s primary point of contact for communications with respect to this Contract, including with respect to giving and receiving all day-to-day approvals and consents.

(b) Contractor Project Manager must attend all regularly scheduled meetings as set forth in the Implementation Plan and will otherwise be available as set forth in a Statement of Work.

(c) Contractor will maintain the same Contractor Project Manager throughout the Term of this Contract, unless:

(i) the State requests in writing the removal of Contractor Project Manager;

(ii) the State consents in writing to any removal requested by Contractor in writing;

(iii) Contractor Project Manager ceases to be employed by Contractor, whether by resignation, involuntary termination or otherwise.

(d) Contractor will promptly replace its Contractor Project Manager on the occurrence of any event set forth in Section 2.4(c). Such replacement will be subject to the State's prior written approval.

2.5 Contractor’s Key Personnel. Not applicable.

2.6 Subcontractors. Contractor must obtain prior written approval of the State, which consent may be given or withheld in the State’s sole discretion, before engaging any Permitted Subcontractor to provide Services to the State under this Contract. Third parties otherwise retained by Contractor to provide Contractor or other clients of contractor with services are not Permitted Subcontractors, and therefore do not require prior approval by the State.

Engagement of any subcontractor or Permitted Subcontractor by Contractor does not relieve Contractor of its representations, warranties or obligations under this Contract. Without limiting the foregoing, Contractor will:

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

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

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

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

If to State: If to Contractor:

Christopher Martin PO Box 30026 Lansing, MI 48909 martinc20@michigan.gov 517-643-2833

LCPtracker, General Counsel 117 E Chapman Ave Orange, CA 92866 legal@lcptracker.com

4. Insurance. Contractor must maintain the minimum insurances identified in the Insurance Schedule attached as Schedule C.

5. Software License.

5.1 Perpetual License. If Contractor is providing the State with a license to use its Software indefinitely, then Contractor hereby grants to the State and its Authorized Users a non-exclusive, royalty-free, perpetual, irrevocable right and license to use the Software and Documentation in accordance with the terms and conditions of this Contract, provided that:

(a) The State is prohibited from reverse engineering or decompiling the Software, making derivative works, modifying, adapting or copying the Software except as is expressly permitted by this Contract or required to be permitted by law;

(b) The State is authorized to make copies of the Software for backup, disaster recovery, and archival purposes;

(c) The State is authorized to make copies of the Software to establish a test environment to conduct Acceptance Testing;

(d) Title to and ownership of the Software shall at all times remain with Contractor and/or it’s licensors, as applicable; and

(e) Except as expressly agreed in writing, the State is not permitted to sub-license the use of the Software or any accompanying Documentation.

5.2 Subscription License. If the Software is Contractor Hosted and Contractor is providing the State access to use its Software during the Term of the Contract only, then:

(a) Contractor hereby grants to the State, exercisable by and through its Authorized Users, a nonexclusive, royalty-free, irrevocable right and license during the Term and such additional periods, if any, as Contractor is required to perform Services under this Contract or any Statement of Work, to:

(i) access and use the Software for the State’s business and governmental purposes, including for Processing State Data;

(ii) generate, print, copy, upload, download, store and otherwise Process all GUI, audio, visual, digital and other output, displays and other content as may result from any access to or use of the Software;

(iii) prepare, reproduce, print, download and use a reasonable number of copies of the Specifications and Documentation for any use of the Software under this Contract; and

(iv) access and use the Software for all such non-production uses and applications as may be necessary or useful for the effective use of the Software hereunder which access and use will be without charge and not included for any purpose in any calculation of the State’s or its

Authorized Users’ use of the Software, including for purposes of assessing any Fees or other consideration payable to Contractor or determining any excess use of the Software as described in Section 5.2(c) below .

(b) License Restrictions. The State will not: (a) rent, lease, lend,…