180000001143.pdf

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Amanda Software Named User License, Software Support

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

August 15, 2018 August 14, 2023 5 - 1 Year August 14, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

408 Saint Peter St. Ste 600

Saint Paul MN 55102

Kendall Nill

800-314-0147

Kendal.Nill@granicus.com

CV0050480

Granicus, LLC

C O

N

TR

A C

TO

R

517-512-4129

Leblancj4@michigan.gov

Sarah Platte

517-219-2406

DTMB

Jim LeBlanc DTMB plattes3@michigan.gov

C on tr ac t A dm in is tr at or

Pr og ra m

M an ag er

ST

A

TE

Change Notice Number 7

Contract Number MA180000001143 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

0 Years

$1,874,185.75 $0.00 $1,874,185.75

DESCRIPTION

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

Effective 01/23/2026, the Contract is amended to incorporate the below updated ADA Compliance Language. No additional funding is required.

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

"1. Accessibility Requirements.

1.1 Starting 4/24/2026, throughout the Term, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract (collectively, the “Digital Deliverables”), must conform to WCAG 2.1 Level AA. Throughout the Term, Contractor must:

(a) subject to subsection (b) below, ensure that no changes to any Digital Deliverables will have any adverse effect on conformance to WCAG 2.1 Level AA;

(b) comply with plans and timelines , and approved in writing by the State, to remediate issues and achieve conformance with WCAG 2.1 Level AA in the event of any deficiencies; and

(c) promptly respond to and resolve, in a manner acceptable to the State, any complaint the State receives regarding the accessibility of any Digital Deliverable.

1.2 Reserved.

1.3 State of Michigan Digital Standards for Websites and Applications Review. Throughout the Term, Contractor must, upon request from the State, submit documentation or other information regarding accessibility and Contractor’s compliance with WCAG 2.1 Level AA, including without limitation, a completed product accessibility template, including any Information Technology Industry Council Voluntary Product Accessibility Template also known as a VPAT® and/or a description of the evaluation methods used to support WCAG 2.1 Level AA conformance claims, including, if applicable, any third-party testing.

Prior to Digital Deliverables being accepted, put into production, or as otherwise required by the State, the State may conduct a review to assess accessibility and compliance with WCAG 2.1 Level AA and Contractor will at its sole cost and expense, develop a plan to, and subsequently, remediate all WCAG

2.1 Level AA non-conformance issues resulting from any such review in a manner and timeframe approved in writing by the State.

1.4 Contractor must, without limiting Contractor’s obligations of indemnification as further described in this Contract, indemnify, defend, and hold harmless the State for any and all claims, including reasonable attorneys’ fees, costs, and incidental expenses, which may be suffered by, accrued against, charged to, or recoverable from the State arising out of its failure to comply with and/or remediate non-conforming Digital Deliverables to WCAG 2.1 Level AA within the agreed upon timeframe."

1. Accessibility Requirements.

1.1 Starting 4/24/2026, throughout the Term, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats:

PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract (collectively, the “Digital Deliverables”), must conform to WCAG 2.1 Level AA. Throughout the Term, Contractor must:

(a) subject to subsection (b) below, ensure that no changes to any Digital Deliverables will have any adverse effect on conformance to WCAG 2.1 Level AA;

(b) comply with plans and timelines , and approved in writing by the State, to remediate issues and achieve conformance with WCAG 2.1 Level AA in the event of any deficiencies;

and

(c) promptly respond to and resolve, in a manner acceptable to the State, any complaint the State receives regarding the accessibility of any Digital Deliverable.

1.2 Reserved.

1.3 State of Michigan Digital Standards for Websites and Applications Review. Throughout the Term, Contractor must, upon request from the State, submit documentation or other information regarding accessibility and Contractor’s compliance with WCAG 2.1 Level AA, including without limitation, a completed product accessibility template, including any Information Technology Industry Council Voluntary Product Accessibility Template also known as a VPAT® and/or a description of the evaluation methods used to support WCAG 2.1 Level AA conformance claims, including, if applicable, any third-party testing.

Prior to Digital Deliverables being accepted, put into production, or as otherwise required by the State, the State may conduct a review to assess accessibility and compliance with WCAG

2.1 Level AA and Contractor will at its sole cost and expense, develop a plan to, and subsequently, remediate all WCAG 2.1 Level AA non-conformance issues resulting from any such review in a manner and timeframe approved in writing by the State.

1.4 Contractor must, without limiting Contractor’s obligations of indemnification as further described in this Contract, indemnify, defend, and hold harmless the State for any and all claims, including reasonable attorneys’ fees, costs, and incidental expenses, which may be suffered by, accrued against, charged to, or recoverable from the State arising out of its failure to comply with and/or remediate non-conforming Digital Deliverables to WCAG 2.1 Level AA within the agreed upon timeframe.

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Amanda Software Named User License, Software Support

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

August 15, 2018 August 14, 2023 5 - 1 Year August 14, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

408 Saint Peter St. Ste 600

Saint Paul MN 55102

Kendall Nill

800-314-0147

Kendal.Nill@granicus.com

CV0050480

Granicus, LLC

C O

N

TR

A C

TO

R

517-512-4129

Leblancj4@michigan.gov

Sarah Platte

517-219-2406

DTMB

Jim LeBlanc DTMB plattes3@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 6

Contract Number MA180000001143 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 Year August 14, 2026

$1,874,185.75 $0.00 $1,874,185.75

DESCRIPTION

Effective 8/4/2025, the State exercises one of the remaining option years. The new Contract expiration date is 8/14/2026.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, and DTMB Procurement.

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 5 to

Contract Number 180000001143

Leblancj4@michigan.gov

Jim LeBlanc

Sarah Platte lindsy.martin@granicus.com

Lindsy Martin

Saint Paul, MN 55102

Granicus, LLC

VS0060888

714-458-6874

408 Saint Peter St. Ste 600

517-219-2406 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

517-512-4129

DTMB

plattes3@michigan.gov

$1,272,774.52

August 15, 2018 August 14, 2024

AMANDA SOFTWARE NAMED USER LICENSE, SOFTWARE SUPPORT

August 14, 2023

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 August 14, 2025

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$601,411.23 $1,874,185.75

Effective 4/23/2024, the parties exercise 1, one-year option out of the remaining 4 option years. The new expiration date of the Contract is 08/14/2025. The State adds $291,069.57 in funding to support the additional year being added to the Contract.

Additionally, the State adds $310,341.66 in funding to pay for outstanding invoices from Fiscal Year 2024 and for upcoming invoices for Fiscal Year 2025.

The total amount of funds being add to the Contract in this Change Notice is $601,411.23.

All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, DTMB Procurement, and State Administrative Board approval on 4/23/2024.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MGCB

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 4 to

Contract Number 180000001143

Leblancj4@michigan.gov

Jim LeBlanc

Sarah Platte lindsy.martin@granicus.com

Lindsy Martin

Saint Paul, MN 55102

Granicus, LLC

VS0060888

714-458-6874

408 Saint Peter St. Ste 600

517-219-2406 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

517-512-4129

DTMB

plattes3@michigan.gov

$1,272,774.52

August 15, 2018 August 14, 2023

AMANDA SOFTWARE NAMED USER LICENSE, SOFTWARE SUPPORT

August 14, 2023

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 ☐ August 14, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $1,272,774.52

Effective 7/21/203, the parties exercise 1, one-year option to continue the present level of services.

All other terms, conditions, specifications, and pricing remain the same. Per DTMB contractor, agency, DTMB Procurement, and State Administrive Board approval on 3/31/2015.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

MGCB

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 3 to

180000001143Contract Number

Granicus, LLC

N E W

C O

N T R A

C T O

R

408 Saint Peter St. Ste 600

Saint Paul, MN 55102

Kendall Nill

800-314-0147

Kendal.Nill@granicus.com

CV0050480

Leblancj4@michigan.gov

Jim LeBlanc

517-512-4129

LaHayeK@michigan.gov

Katelyn LaHaye

(517) 388-7422

C o n tra ct

A d m in istra to r

STATE CONTACTS

$1,272,774.52

August 15, 2018 August 14, 2023

AMANDA SOFTWARE NAMED USER LICENSE, SOFTWARE SUPPORT

August 14, 2023

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

☐ ☐ August 14, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $1,272,774.52

Effective 9/14/2022, the following vendor name change is incorporated into this contract as follows:

From: Calytera US, Inc To: Granicus, LLC

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

MGCB DTMB

c.westervelt@csdcsystems.com

Chris Westervelt

Austin, TX 78746

Calytera US, Inc

VS0060888

888-661-1933 276

804 Las Cimas Pkwy Ste 100

C U

R R E N

T C

O N

T R A

C T O

R

STA

TE

STATE OF MICHIGAN

CENTRAL PROCUREMENT SERVICES

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

Contract Number 180000001143

AMANDA SOFTWARE NAMED USER LICENSE, SOFTWARE SUPPORT

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

August 15, 2018 August 14, 2023 5 - 1 Year August 14, 2023

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ August 14, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,272,774.52 $0.00 $1,272,774.52

DESCRIPTION

Effective 12/28/2020, the following amendment is hereby incorporated into this contract. There is no increase in contract value for this amendment.

• The Department of Insurance and Financial Services is taking ownership of 30 AMANDA Named User Licenses and 2 FOIA user license.

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

C O

N

TR

A C

TO

Calytera US, Inc

804 Las Cimas Pkwy Ste 100

Austin, TX 78746

Chris Westervelt

888-661-1933 276 c.westervelt@csdcsystems.com

VS0060888

P ro g ram anag er

Jim LeBlanc DTMB

517-512-4129

Leblancj4@michigan.gov C o n tract

A d m in istrato r Jennifer May DTMB 517-242-6664 mayj7@michigan.gov mailto:c.westervelt@csdcsystems.com mailto:Leblancj4@michigan.gov mailto:mayj7@michigan.gov

S T A

E

Calytera US, Inc

804 Las Cimas Pkwy Ste 100

Austin, TX 78746

Chris Westervelt

888-661-1933 276 c.westervelt@csdcsystems.com g n a g e r

Jim LeBlanc DTMB

517-512-4129

Leblancj4@michigan.gov C o n tra ct

A d m in istra to r

Jennifer May DTMB

517-242-6664 mayj7@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 1 to

Contract Number 180000001143

AMANDA SOFTWARE NAMED USER LICENSE, SOFTWARE SUPPORT

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

August 15, 2018 August 14, 2023 5 - 1 Year August 14, 2023

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No

DESCRIPTION OF CHANGE NOTICE

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

☐ ☐ August 14, 2023

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,272,774.52 $0.00 $1,272,774.52

DESCRIPTION

Effective 9/1/2020, the following vendor name change is incorporated into this contract as follows:

From: CSDC Inc To: Calytera US, Inc

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

C O

N T R A C T mailto:c.westervelt@csdcsystems.com mailto:Leblancj4@michigan.gov mailto:mayj7@michigan.gov

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 171- 180000001143 .

between

THE STATE OF MICHIGAN

and

C

N T

R A

C T

CSDC Inc.

S T

A

E g n a g e r

Jim LeBlanc DTMB

804 Las Cimas Pkwy Ste 100 517-512-4129

Austin, TX 78746 Leblancj4@michigan.gov

Chris Westervelt

C o n tr a c t

A d m in is tr a to r Marcy Sims DTMB

888-661-1933 x276 517-275-1132 c.westervelt@csdcsystems.com simsm4@michigan.gov

DESCRIPTION: Amanda Software Named User License, Software Support & Maintenance

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

8/15/2018 8/14/2023 5 – 1 year 8/14/2023

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $1,272,774.52

Department of Technology, Management, and Budget 525 W. Allegan St., Lansing, Michigan 48913 P.O. Box 30026 Lansing, Michigan 48909

CONTRACT NO. 171- 180000001143

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

CSDC MASTER LICENSE AND SERVICES AGREEMENT

This CSDC Master License and Services Agreement (this “MLSA”) is effective as of August 15, 2018 (the “Effective Date”), and is between CSDC Inc., a Delaware corporation (“CSDC”) and the Michigan Department of Technology, Management and Budget on behalf of the Michigan Gaming Control Board (collectively, the “State”), a government office or agency (the “Purchaser”).

This MLSA consists of the general terms stated in the main body of the agreement that are applicable to all of CSDC’s products and services (the “General Terms”) and the Exhibits stating terms applicable to specific products or services (the “Product Specific Terms”), as follows:

Exhibit A: CSDC’s Software Licenses Currently Owned by Purchaser Exhibit B: Support Terms Exhibit C: Pricing

GENERAL TERMS

1. AGREEMENT

Purchaser and CSDC expect to enter into one or more orders, service orders, or other transaction documents executed by both parties and referencing this MLSA (each an “Order”), under which Purchaser will purchase CSDC software licenses and related services.

Nothing in this MLSA obligates the Purchaser to purchase, or CSDC to provide, any licenses or services. Each Order that is entered into is a binding commitment for the purchase and sale of the licenses and services described in the Order, subject to the terms, conditions, and restrictions stated in this MLSA.

2. DEFINED TERMS

The following words, when capitalized, have the meaning stated:

Agreement means, collectively, this MLSA, the Order(s), and any addenda, appendix, or exhibit attached to any of them, as any of them may be amended pursuant to Section 25.4 (Amendments).

Business Day means Monday through Friday 8:00 a.m. – 5:00 p.m. United States Eastern Time, excluding any Saturday, Sunday, Canadian and United States legal holiday or other day on which Purchaser or CSDC is required or authorized by law to be closed.

CSDC Configuration Requirements means the CSDC specifications stated in an Order or in the applicable Documentation for the use of the Software.

Confidential Information means all information disclosed by one party to the other party, on any media, whether before or after the effective date of the Agreement that: (i) the recipient should reasonably understand to be confidential, such as (A) for Purchaser, all Purchaser Information, and (B) for CSDC, unpublished prices, audit and security reports, product development plans, network configuration, vendors and other proprietary information or technology; or (ii) is marked or otherwise conspicuously designated as confidential. Information that is independently developed by a party without reference to the other's Confidential Information, or that becomes

DocuSign Envelope ID: D8B2E2E8-512A-4D06-83E1-6A8D10090E49 available to a party, other than through violation of this Agreement or applicable law, is not "Confidential Information" of the other party. Confidential Information includes information disclosed by making tangible objects or premises available for inspection. Confidential Information does not include information that is in the possession of Purchaser and is subject to disclosure under the Michigan Freedom of Information Act, 1976 PA 442, MCL 15.231 et seq. (“FOIA”).

Contractor means any third party contracted by Purchaser to perform services on behalf of and for the sole benefit of Purchaser, including any of Contractor’s subcontractors.

Documentation means the general release version of the user and administrator materials and information describing the general release Software and Services. The term “Documentation” does not include any frequently asked questions (“FAQ”), whitepapers, or marketing materials.

Hosted Software Services means CSDC’s provision of remote access via the Internet to a dedicated instance of the Software, and Support for that dedicated instance.

Maintenance means Updates to the Software provided to Purchaser pursuant to Exhibit B, Support Terms.

Malware means viruses, spyware, adware, or other unauthorized code or information that is designed to interrupt the normal use of the Software or the systems on which any part of the Software is installed, destroy or corrupt any data, or covertly transmit information regarding Purchaser or the Users to a third party.

Open Source Software License means a software license that requires the licensee to make software available in source code form or license the software on a royalty free basis.

Personal Data means any information about an identified or identifiable natural person that is transmitted to, stored, or otherwise processed by CSDC to provide Services.

Product means, collectively, the Software licenses, Support, and Hosted Software Services offered by CSDC on a general release basis, and purchased by Purchaser under an Order.

Purchaser Information means all data or information that is processed by Purchaser using the Software or that is provided by Purchaser to CSDC or processed by CSDC as part of providing Software or Services, including Personal Data.

Public Users means the members of the public who interact with the Product, such as individuals or businesses seeking permits or licenses.

Purchaser Users means Purchaser’s personnel, affiliates, and Contractors authorized by Purchaser to use the Software or the administrative features of the Services.

Service or Services means, collectively, Support, Hosted Software Services, Professional Services, and any other services provided by CSDC to Purchaser related to the subject matter of the Agreement.

Software means the complete list of software described in Exhibit A, in an Order, or otherwise made available to Purchaser or Users by CSDC for use in connection with the subject matter of an Order, and related Documentation, but excluding any Third Party Technology (as defined below). For clarity, the term “Software” includes all of the following made available to Purchaser or Users by CSDC as part of the Support provided by CSDC, or otherwise:

(i) Updates and other modifications; (ii) any application programming interface (“API”) or other control plane, dashboard, or other interface; and (iii) any online portal for the management of Purchaser’s account.

Support means technical assistance and Maintenance provided pursuant to Exhibit B, Support Terms.

Third Party Technology means software or other technology that Purchaser licenses directly from a third party licensor for use in connection with the Software or Services provided by CSDC. Third Party Technology includes technology that CSDC offers as a license reseller for a third party licensor but that is covered by a separate end user license agreement between the licensor and Purchaser.

Unsupported has the meaning given in Section 8 (Unsupported Software and Services).

Update has the meaning given in Exhibit B, Support Terms.

User means any Purchaser User or Public User.

3. SOFTWARE LICENSE

3.1 General License Terms. Unless an Order dated after the Effective Date states otherwise, the executable version of the Software is licensed to Purchaser on a non-exclusive, fully paid royalty free, perpetual basis solely for use in connection with the licensing, permitting, regulatory compliance, docket management, information requests, or other government activities that Purchaser is authorized by law to provide. The license may not be assigned except as part of an assignment of the Agreement that is permitted by Section 22 (Assignment).

Purchaser may permit the use of the Software only by Purchaser Users and Public Users and may not otherwise sublicense or permit the use of the Software by any other person. Unless stated in the Order, the license is worldwide, subject to applicable export law. The license is subject to the following conditions and restrictions:

(i) License Metric. Purchaser Users may install, configure, manage, and administer the Software on servers and other applicable devices in Purchaser’s environment designated for production use, and Purchaser Users may use the Software up to the number of named user licenses, or other applicable licensing metric, identified in this MLSA or the applicable Order, and there is no limit to the number of Public Users that may use the Software;

(ii) Copies. Purchaser may copy the Software for archival, disaster recovery or backup purposes. All archival and backup or disaster recovery copying of the Software is subject to the provisions of this MLSA, and all titles, trademarks, copyright and restricted rights notices shall be reproduced in such copies;

(iii) Development and Test. Purchaser Users may install and use the Software on servers and other applicable devices in Purchaser’s designated test and development environments, provided the test and development environments are not used for production purposes;

(iv) Transfer. The Software may be transferred to a different operating system or transferred to different servers or devices, and the servers or devices may be transferred to other locations within the Purchaser’s organization;

(v) Ownership. Purchaser acquires only the right to use the Software and does not acquire any rights of ownership. All right, title and interest in the Software shall at all times remain the property of

CSDC;

(vi) High Risk Use. Purchaser may not use the Software in any situation where failure or fault of the Software could lead to death or serious bodily injury of any person or damage to tangible property or environmental damage;

(vii) Reverse Engineering. Purchaser may not reverse engineer, disassemble, or decompile the

Software or attempt to discover any underlying algorithm or method embodied by the Software except to the extent applicable law permits such activity notwithstanding this limitation, and then only on advance written notice to CSDC of at least thirty (30) days;

(viii) Modifications. Except (i) as expressly authorized under a separate written agreement; or (ii) as provided for in the Documentation, Purchaser may not modify the Software, combine the Software with other software, or create any derivative works of the Software.

(ix) Competing Services. Purchaser may not use, and may not permit any person to use, the Software for the purpose of developing a competing software program or service; and

(x) Performance Analysis. Purchaser may not publish any benchmarking results or other performance analysis.

3.2 Documentation. CSDC will provide the Purchaser with one (1) bound paper copy and one electronic, PDF, copy of all relevant user documentation in addition to one (1) bound paper copy and one electronic, PDF, copy of all relevant technical documentation. Help documentation is provided only in an electronic format on-line with the application. On-line help may be printed as required. The Purchaser is authorized to make unlimited copies of the documentation and / or the on-line help in its entirety and / or extracted sections for internal staff training purposes only. Full printed documentation and / or any extracted sections and / or on–line help must include CSDC’s copyright and confidential statements.

3.3 Evaluation, Proof of Concept. If CSDC authorizes Purchaser to use the Software on an evaluation, “proof of concept,” or similar basis (with or without charge) (an “Evaluation License”), the following additional terms, conditions and restrictions apply unless otherwise expressly agreed in writing: (i) the license term is ninety (90) days following the delivery date of the Software and may be terminated by CSDC prior to expiration at any time on written notice, with or without cause; (ii) the Software may not be used to process or store production data or Personal Data; and (iii) the Software is “Unsupported” during the term of the Evaluation License. Prior to the end of the 90 day evaluation period, CSDC will provide written notice to Purchaser, and Purchaser will have 10 Business Days to either 1) discontinue use of the Software and return or remove the Software pursuant to instructions from CSDC; or 2) purchase a full, non-evaluation license to the Software.

4. SOFTWARE WARRANTY

4.1 Product Warranty and Remedies. For a period of one hundred eighty (180) days following the delivery date of the Software (unless an Order dated after the Effective Date provides for a longer warranty period), subject to the conditions and exclusions described below in this Section 4, CSDC warrants that: (i) the general release version of Software will substantially conform to the applicable Documentation; and (ii) the media on which the Software is provided will be free from material defects. As Purchaser’s sole and exclusive remedies, and CSDC’s sole and exclusive obligations, for a breach of the warranty stated in this Section, CSDC will repair or replace the non-conforming element of the Software or re-deliver the Software on non-defective media, as applicable, provided that if repair or replacement is not commercially feasible then CSDC may terminate the applicable Order and related licenses and Support and refund any related license and Support fees paid by Purchaser.

4.2 Conditions and Exclusions. As a condition to the warranty remedy under Section 4.1, Purchaser must give notice of the warranty breach during the warranty period or within thirty (30) days after the end of the warranty period and must cooperate with CSDC’s reasonable requests for information and assistance, including information necessary to reproduce the defect. The warranty does not apply to the extent a failure is due to: (i) Purchaser’s failure to comply with the installation, operation, environmental, and other requirements or specifications stated in the Order or the Documentation; (ii) fire, flood, or other casualty; (iii) any non-standard configuration or implementation of the Software implemented by Purchaser or implemented by CSDC at Purchaser’s request; or

(iv) the interoperation between the general release version of the Software and any custom modules, non-standard extensions, or Unsupported technology element. In addition, the warranty does not apply if the failure is due to the interoperation between the Software and any Third Party Technology unless otherwise expressly agreed in the Order.

5. SUPPORT, SUPPORT WARRANTY

5.1 Software Support. CSDC will provide Support for the Software in accordance with the terms stated in Exhibit B, Support Terms.

5.2 Software Support Warranty. CSDC warrants that it will provide Support in a professional manner using personnel who have appropriate education, experience, and skill. Purchaser’s exclusive remedy for CSDC’s failure to meet its Support warranty stated in this Section 5.2 is to require CSDC to correct or re-perform the deficient Support, or, if CSDC fails to correct or re-perform the deficient Support, to terminate the Support and receive a refund of any unused pre-paid Support fees. In addition, if CSDC’s failure to meet the Support warranty materially impairs the use of the Software or results in a material security vulnerability, Purchaser may terminate the Product license covered by the Support and receive a refund of any prepaid, unused license fees (which for a perpetual license shall be based on an assumed five (5) year license life) as well as any prepaid, unused fees for related hosting services if the Software Product is a Hosted Software Service. To be eligible for a refund of fees described in this Section 5.2 Purchaser must: (i) give CSDC reasonably prompt notice describing the warranty breach in reasonable detail; (ii) cooperate with any requests for information and cooperation by CSDC to diagnose the issue, including any effort to reproduce a Software failure; and (iii) give CSDC a reasonable period of at least thirty (30) days to correct or re-perform the deficient Support.

5.3 Other Services. Unless otherwise expressly stated in the applicable Order, CSDC is not obligated to provide any technical assistance, maintenance, or other services for software delivered pursuant to an Order for Professional Services. If CSDC provides any services it is not required to provide, the services are provided AS IS and AS AVAILABLE, with no representation or warranty whatsoever.

5.5. Other Warranties. CSDC makes the following additional warranties:

5.5.1 Malware. The Software will not include any Malware on delivery, and CSDC shall use reasonable commercial efforts to avoid introducing Malware to the Software or the systems on which the Software is installed. CSDC’s specific safeguards regarding Malware are described in its Security Materials to be provided to Purchaser on request as provided in Section 10 (Security). CSDC represents and warrants to Purchaser that the Software as provided by CSDC and installed and used in accordance with the Documentation (including any updates), does not include any functionality that (i) generates messages, data, or reports that are transmitted to CSDC or (ii) allows CSDC to remotely access the Software.

5.5.2 Infringement. Purchaser’s use of the Software as permitted by the Agreement will not infringe on any third-party patents, copyrights, trademark, trade secrets or other intellectual property right of a third person, provided that Purchaser’s sole and exclusive remedy for a breach of this warranty is indemnification as provided in Section 18 (Indemnification) below.

5.5.3 Open Source Software. Purchaser’s use of the Software as permitted by the Agreement will not result in the licensing of any Purchaser software under an Open Source Software License unless otherwise expressly and conspicuously agreed in an Order for Professional Services.

7. FEES

7.1 Fees. Fees are stated in the applicable Order. Unless otherwise stated in the applicable Order, CSDC may invoice its fees at the following times: (i) Order effective date for implementation Services and set up fees;

(ii) annually in advance for recurring fees; (iii) at the completion of the Services for any other Professional Services, or completion of Service milestones if Service milestones are defined in the Order; (iv) for perpetual Software licenses, fully upon delivery. Unless otherwise agreed in an applicable Order, and subject to Section 7.1.1 below, CSDC may not increase its fees except as follows: (i) as of the effective date of the Order renewal term, provided CSDC has given at least ninety (90) days advance written notice of the fee increase; (ii) if Purchaser has purchased Third Party Technology through CSDC and the third party licensor increases its fee to Purchaser, provided that CSDC has given at least thirty (30) days written notice of the increase; (iii) for Hosted Software Services if the third party infrastructure services provider has increased its fees. Fees are non-refundable except as expressly stated otherwise in this MLSA or the Order.

7.1.1 Fees on Exhibit C. Notwithstanding the provisions of Section 7.1 above, (i) Orders for Products listed on Exhibit C shall be at the prices set forth on Exhibit C; (ii) renewal fee increases for the Products listed on Exhibit C will not exceed the amount set forth on Exhibit C for the period set forth on Exhibit C; and (iii) the fees set forth on Exhibit C may only be changed during the period set forth on Exhibit C if otherwise agreed to in writing by CSDC and Purchaser.

7.2 Expenses. Purchaser is not required to pay any CSDC expenses unless expressly required by an Order or other written agreement.

7.3 Taxes. Fees are stated exclusive of any sales, value added, use, excise, goods and services, import/export duties and levies, and like transactions taxes (“Sales Tax”). Purchaser must pay CSDC Sales Tax that CSDC is required to collect and remit unless Purchaser has provided reasonably satisfactory evidence of a tax exemption in advance of invoicing. CSDC acknowledges that Purchaser has delivered to CSDC a tax exempt certificate evidencing the above.

7.4 Payments. Fees must be paid in U.S. Dollars unless another currency is stated in the Order. Purchaser agrees to pay CSDC the undisputed fees indicated in each applicable Order. Invoices are due and payable by the Purchaser, in accordance with the State of Michigan standard payment procedures as specified in 1984 PA 279, MCL 17.51, et seq. within forty-five (45) days of Purchaser’s receipt of the invoice for the applicable Order, provided Purchaser determines that the invoice was properly rendered. Purchaser will only disburse payments under this Agreement through Electronic Funds Transfer (“EFT”). CSDC must register with the State of Michigan at http://www.michigan.gov/SIGMAVSS to receive EFT payments. If CSDC does not register, Purchaser is not liable for failure to provide payment.

7.5 Fee Disputes. CSDC may not charge late interest, suspend services, or pursue other collection activity with respect to any invoiced amount that Purchaser disputes in good faith, provided that: (i) Purchaser has given notice of the dispute prior to the invoice due date, (ii) Purchaser’s notice describes the grounds for the dispute in reasonable detail; (iii) Purchaser has timely paid undisputed amounts; and (iv) Purchaser cooperates with CSDC’s requests for information in connection with the dispute. Purchaser and CSDC must negotiate in good faith to resolve the dispute. If the dispute is not resolved within a reasonable period of time, then each party is free to pursue resolution of the dispute using all legally available means.

8. UNSUPPORTED SOFTWARE AND SERVICES

If Purchaser asks CSDC to provide a non-standard configuration or implementation of Software or Services, CSDC may refuse, or may designate the non-standard Software or Services as “non-standard”, “reasonable endeavors,” “unsupported,” “best efforts,” or with like designation in the Order, support ticket or other agreement or correspondence (collectively “Unsupported” Software or Services). Unsupported Software and Services are not covered by warranties, service level agreements, security commitments, maintenance or support commitments, or indemnities, and may not be used to process or store Personal Data. If Purchaser requests assistance with Unsupported Software or Services, CSDC will provide good faith technical assistance using its available personnel who have generalized skill and training in information technology systems. Otherwise Unsupported Software or Services are provided AS IS and AS AVAILABLE with no representation or warranty whatsoever. CSDC is not responsible to Purchaser for any loss or damage arising from the provision of Unsupported Software or Services.

9. THIRD PARTY TECHNOLOGY

9.1 Disclaimers. Third Party Technology is not “Software” or “Services” under the terms of this Agreement and is Unsupported as provided in Section 8 (Unsupported Software and Services), even if CSDC purchases a license or subscription for Third Party Technology on Purchaser’s behalf. CSDC may provide limited technical assistance in connection with the interoperation of Third Party Technology with its Software and Services, but the assistance is provided AS IS and AS AVAILABLE, and CSDC makes no commitment whatsoever with respect to the Third Party Technology.

9.2 Customer Provided Licenses. If Purchaser provides any Third Party Technology to CSDC for use in connection with the Software or Services, Purchaser represents and warrants to CSDC that it has the licenses and other authorizations from the third party that are necessary for the use contemplated by the Agreement. On CSDC’s request, Purchaser will provide reasonable evidence of its compliance with this Subsection. Purchaser authorizes CSDC to cooperate with any reasonable request from the third party for information regarding Purchaser’s compliance with the third party’s license or other terms and conditions covering Third Party Technology.

9.3 Referrals to Third Party Service Providers. As a convenience to Purchaser, CSDC may identify unaffiliated third parties who perform technology management, migration, or other services that might be useful to Purchaser. Purchaser is responsible for investigating the third party’s qualifications and skills, and CSDC disclaims any and all contractual liability related to any third party provided services.

http://www.michigan.gov/SIGMAVSS

10. SECURITY

On request, CSDC will make available to Purchaser its materials documenting CSDC’s security safeguards (the “Security Materials”). Purchaser acknowledges that the Security Materials are sensitive Confidential Information of CSDC and may be viewed and distributed only within Purchaser’s organization on a need-to-know basis.

Purchaser acknowledges that CSDC is not responsible for any loss or harm suffered by Purchaser or a User resulting from a security incident except to the extent the security incident results from CSDC’s failure to comply with the safeguards described in the Security Materials. Purchaser is responsible for determining whether CSDC’s safeguards meet applicable regulatory standards and otherwise comply with Purchaser’s security requirements.

11. PRIVACY

Personal Data is Purchaser “Confidential Information” covered by the CSDC commitments stated in Section 15 (Confidential Information). CSDC makes the following additional commitments regarding Personal Data: (i) CSDC will provide Purchaser with access to Personal Data as necessary for Purchaser to comply with applicable legal requirements with respect to the access, destruction, or modification of Personal Data at the request of a data subject; and (ii) CSDC will notify Purchaser in writing without undue delay if it discovers that any Personal Data has been accessed, used, disclosed, destroyed, or corrupted other than as permitted by the Agreement, will provide all information reasonably available to it regarding the reported event, will cooperate with Purchaser’s reasonable requests to mitigate and remediate the event.

12. CUSTOMER OBLIGATIONS

12.1 Security. Purchaser must use reasonable security in connection with its use of the Software and Services, such as requiring Users to establish reasonably complex passwords, and using commercially available Malware scanning on its own systems. The Software is designed to be configurable to Purchaser’s specifications. Purchaser is responsible for determining if the Software configuration chosen by Purchaser meets its security requirements.

12.2 Account Contacts and Access Control Lists. Purchaser shall update its account contacts and access control lists so that they remain accurate at all times. Purchaser acknowledges that CSDC may act on the instructions of an individual who is designated by Purchaser as having the authority to give the instruction in the Purchaser Support Portal until Purchaser has removed the individual from that role using the means provided via the Support Portal.

12.3 Compliance with Law. Purchaser must use all CSDC software, services, technology or materials, including the Software and the Services (the “CSDC Technology”) in compliance with applicable law, including the laws described in the Subsections 12.3.1 and 12.3.2 below.

12.3.1 Reserved.

12.3.2 Export Laws. Purchaser acknowledges that the Software is subject to export restrictions by the United States government and import restrictions by certain foreign governments. Purchaser shall not and shall not allow any third party to remove or export from the United States or allow the export or re-export of any part of the Software or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to any end user who has been prohibited from participating in United States export transactions by any federal agency of the United States government;

(c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Purchaser agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.

Purchaser may not use or permit the use of any CSDC Technology to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.

Purchaser may not permit the use of the CSDC Technology by any person who Purchaser knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, or unmanned air vehicle systems.

Each party represents that it is not on any restricted persons list maintained by the U.S., Canada, or any member of the European Union.

13. INTELLECTUAL PROPERTY

13.1 Purchaser IP. Purchaser retains all right, title, and interest in and to the Purchaser Information and all related intellectual property rights, including the content of reports and other output generated by Purchaser by using the Software or the Services, and any modifications to the Purchaser Information that result from the use of the Software or Services (collectively, “Purchaser IP”). CSDC may use Purchaser Information solely for the purpose of providing Services in accordance with the Agreement.

13.2 CSDC IP. Except for any deliverables expressly identified in an Order for Professional Services as “Customer- Owned Deliverables” and Purchaser IP described in Section 13.1, CSDC retains all right, title, and interest in and to all CSDC Technology, including any information and processes used to deliver or provide the Software or the Services, whether existing prior to the date of the Agreement, or conceived, discovered, developed, authored, reduced to practice, or otherwise created as part of providing the Software or Services (collectively, “CSDC IP”).

13.3 Feedback. Purchaser hereby licenses to CSDC any feedback or suggestions that it provides regarding the Software, Services or CSDC’s other existing or proposed products or services on a perpetual, irrevocable, royalty free, worldwide, unconditional, fully sublicensable and transferable basis, including the right to make, have made, use, sell, offer to sell, import, copy, display, perform, modify, distribute in modified or unmodified form, and commercialize any intellectual property, without accounting to Purchaser. Purchaser agrees that it will not assert, or authorize, assist, or encourage any third party to assert, against Purchaser or any of its affiliates, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the Software, Services, or any other products or services that Purchaser uses.

13.4 General Reservation of Rights. Except for the rights and licenses expressly granted in the Agreement, each party retains all right, title, and interest in and to its information and technology and all related intellectual property rights. The parties agree that no license may arise by estoppel or course of conduct.

13.5 Restricted Rights Notices. If the Purchaser is an agency or office of the U.S. Government, the CSDC Technology provided pursuant to the Agreement are “commercial computer software,” “commercial computer software documentation,” and “technical data,” as applicable, as defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation. All software and services were developed at private expenses and are provided with RESTRICTED RIGHTS.

14. TERM AND TERMINATION

14.1 Term of MLSA. The initial term of this MLSA begins on the Effective Date and continues for five years. On expiration of the initial term, this MLSA may be renewed for up to 5 additional one-year periods. Each such renewal must be by written notice from the Purchaser, and each such renewal notice will automatically extend the term of this MLSA for a one-year period.

Purchaser may terminate this MLSA for convenience at any time without liability to CSDC by giving thirty (30) days advance written notice. Except as provided in Section 14.3 (Termination for Breach), expiration or earlier termination of this MLSA does not have the effect of terminating (i) perpetual Software licenses set forth on Exhibit A or purchased under this MLSA or an applicable Order or (ii) any Order that is entered into during the term of the MLSA, and this MLSA shall survive in its entirety as to any such Order described in clause (ii) for the term of the Order, including any renewals of the Order.

14.2 Term of Order. The initial term of each Order is stated in the Order, or if no initial term is stated in the Order the initial term is one year. Unless different renewal terms are stated in the Order, on expiration of the initial term, the Order will automatically renew for consecutive renewal terms of one year each (each a “Renewal Term”), unless Purchaser gives CSDC notice of non-renewal at least 60…