MCSA0107_SA1_FULLY_SIGNED.pdf

Epilogue Systems, Inc. MCSA0107 Service Attachment 1 Page 1 Version date 3.14.22

SERVICE ATTACHMENT FOR SAAS 1

UNDER

MASTER CLOUD SERVICES AGREEMENT #MCSA0107

This Service Attachment for SaaS 1 under Master Cloud Services Agreement #MCSA0107 (the “Service Attachment”) is between Epilogue Systems, Inc. (“Contractor”), having an office at 259 North Radnor-Chester Road, Suite 130, Radnor, Pennsylvania 19087, and the State of Ohio (“State”), through the Department of Administrative Services (“DAS”), having its principal place of business at 30 East Broad Street, 40th Floor, Columbus, Ohio 43215. The Ohio Department of Administrative Services (“Agency”) is the only Subscriber that may place orders under this Service Attachment and any reference to Subscriber or Subscribers means Agency for purposes of this Service Attachment. The State and the Contractor are sometimes referred to jointly as the "Parties" or individually as a “Party.” This Service Attachment is effective as of the date signed by the State and amends that certain Master Cloud Services Agreement #MCSA0107 between the Parties with the same effective date (the “Contract”).

1. Definitions

The defined terms in the Contract will have the same meanings in this Service Attachment as they do in the Contract. There may be additional definitions contained herein.

2. Services

2.1 Overview. The Epilogue Opus subscription available under this Service Attachment is for OhioBuys application and use by Agency’s Office of Procurement Services only. Epilogue Opus is a digital performance support application developed to allow for the rapid development of context sensitive material that can be delivered to the end users at the time of need.

Data security information:

a. The Services do not host or process Subscriber Data outside the United States.

b. The Services comply with the requirements to process Protected Health Information.

c. The Services comply with the requirements to process Federal Tax Information.

d. The Services comply with the requirements to process Criminal Justice Information

Systems data.

2.2 Standard Service Features. Epilogue Opus is a Digital Performance Support application developed to allow for the rapid development of context sensitive material that can be delivered to the end users at the time of need.

2.3 Optional Service Features. None.

2.4 Provision of Services. The Contractor will make the Services available to the Subscribers for purchase pursuant to the Contract, including this Service Attachment. The Services will be Available to the Subscribers pursuant to the Contract and this Service Attachment during each Order Term. The State agrees that purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by the Contractor regarding future functionality or features.

2.5 Support. The Contractor must provide the Contractor’s basic support for the Services to the Subscribers at no additional charge and upgraded support if available and if purchased by a

Epilogue Systems, Inc. MCSA0107 Service Attachment 1 Page 2

Subscriber. Contractor’s basic support is described in Exhibit II attached hereto. Contractor’s upgraded support options are described in Exhibit II attached hereto.

3. Fees and Payment

3.1 Pricing. The specific pricing for this Service Attachment is set forth in the Pricing Addendum attached hereto and incorporated herein.

3.2 Fee Structure and Payment. The Subscribers will pay all fees specified in all Orders hereunder, subject to the terms of the Contract. Except as otherwise specified, fees are based on Services purchased and not actual usage, and the number of Object subscriptions (e.g., the number of users) purchased cannot be decreased during the relevant Order Term. They may, however, be increased during an Order Term pursuant to Section 8.3, Adjustments, of the Contract. Object subscription fees are based on annual periods that begin on the subscription start date and each annual anniversary thereof. No Order may specify a Service or provision not identified and/or priced in this Service Attachment, nor may it cover any billable services not listed in this Service Attachment as a Service.

If a Subscriber has not paid the fees specified in an Order by 90 days from the payment due date, the Contractor may suspend a delinquent Subscriber’s access to the unpaid Service(s) until all delinquent amounts are paid, upon written notice to the Subscriber, notwithstanding any prohibition against self-help provided for elsewhere in the Contract. However, Contractor may not suspend Services if the Subscriber is disputing the applicable charges reasonably and in good faith, and is otherwise cooperating diligently to resolve the dispute.

3.3 Invoicing. Fees will be invoiced annually in advance and otherwise in accordance with the Contract. Fees are due in accordance with the terms of the Contract and this Service Attachment, which no Order may alter. Each Subscriber is responsible for providing complete and accurate billing and contact information to the Contractor and notifying the Contractor of any changes to such information.

4. Proprietary Rights

4.1 Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, the Contractor reserves all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to the State or Subscribers hereunder other than as expressly set forth herein or elsewhere in the Contract.

4.2 Restrictions. Subscribers will comply with the requirements set forth in Section 2.5, State and Subscriber Responsibilities, of the Contract. Nothing herein prohibits a Subscriber from porting and hosting Generated Files, as defined in this Contract, to other sites to support its own business purposes during and after any term of an Order.

4.3 Subscriber Applications and Code. If a Subscriber, a third party acting on a Subscriber’s behalf, or a user creates applications data or code using the Services, such will be part of the Subscriber Data. The Subscriber authorizes the Contractor to host, copy, transmit, display, and adapt such Subscriber Data solely as necessary for the Contractor to provide the Services in accordance with this Contract. Further, the Subscriber will be entitled to port, use, modify, disclose, license, sell, and host such anywhere.

Epilogue Systems, Inc. MCSA0107 Service Attachment 1 Page 3

5. Service Levels

5.1 General. The Contractor must use commercially reasonable efforts to make the Services Available at all times to Subscribers during the Order Term, except for scheduled downtime described below or any Unavailability covered by the Contract’s Excusable Delay clause or by this Service Levels section.

5.2 SLAs for the Services. This Service Attachment includes Service Level Agreements (“SLAs”) that will be used to monitor and manage the Contractor’s performance of the Services.

The minimum SLAs are listed below, but the Contractor may supplement them with additional SLAs that are generally applicable to its other Services customers, so long as those additional SLAs cover parameters not addressed in the below SLAs or are more stringent than those listed below. Modifications to the SLAs provided below may only be made by the written agreement of the State and the Contractor, except with respect to SLAs the Contractor offers generally to other customers that are more stringent or in addition to those below.

5.3 Availability. “Availability” or “Available” means the Subscriber’s users are able to access a Service and use all material features and functions of the Service effectively and efficiently and the Service meets all the SLAs contained in this Service Attachment. “Unavailable” or “Unavailability” means the Subscriber’s users are unable to access the Service or use all the Service’s features and functions effectively and efficiently or they do not otherwise meet all SLAs in this Service Attachment, subject to the following:

5.3.1 A Service may be Unavailable to a Subscriber’s users during scheduled downtime.

Contractor must give Subscribers at least eight hours’ notice via the Services of any scheduled downtime. Scheduled downtime will only occur for less than one hour between 10:00 p.m.

Fridays and 6:00 a.m. Mondays Eastern Time, and not more than once monthly. The Contractor may change the scheduled downtime to other non-business hours upon reasonable notice to the affected Subscribers. Scheduled downtime will not be considered times when the Services are Unavailable.

5.3.2 In addition to scheduled downtime, the following will not be considered times when a Service is Unavailable:

(i) Outages resulting from a Subscriber’s equipment or its Internet service provider;

(ii) A Subscriber’s negligence or breach of its material obligations under this Contract; and

(iii) Excusable Delays, as provided for and handled in accordance with the Contract.

5.4 SLA Credits.

The “Target Availability Level” is the Service’s Availability level that the Contractor plans to meet or exceed during each calendar month. The “Service Availability Level” is the number of hours during a particular period that the Service was Available to the Subscriber, excluding scheduled downtime permitted above, divided by the total number of hours during such period. The Target Availability Level is provided in the next section.

The Contractor must actively monitor and report to the State and each Subscriber any and all Unavailability of a Service monthly, along with reasonable details regarding such Unavailability.

The Contractor also must provide each Subscriber that uses the Service a credit within 30 days

Epilogue Systems, Inc. MCSA0107 Service Attachment 1 Page 4 of any calendar month in which the Service Availability Level is below the Target Availability Level, calculated as set forth herein.

The applicable credit will be calculated as follows: If the Contractor fails to meet the Target Availability Level by up to four hours, each affected Subscriber will be entitled to the equivalent of one day’s fee for the Service. That is, if the fee is an annual fee, the credit would be 1/365th of that annual fee, or if it is a monthly fee, the Subscriber would be entitled to 1/30th of its monthly fee as a credit. Further, the credit will double if the Target Availability Level is missed by more than four but less than eight hours for any calendar month. If the failure to meet the Target Availability Level is greater than eight hours, the Subscriber will be entitled to the entire fee applicable to that month.

Any such credits must be paid to the Subscriber within 30 days after the month in which the Contractor fails to meet the Target Availability Level. The credit will appear on the affected Subscriber’s next invoice, or if no future invoices are forthcoming or if the Subscriber so requests, the Contractor will issue a check to the Subscriber as payment within 30 days of the request.

If the Contractor fails to meet the Target Availability Level for three consecutive calendar months, any affected Subscriber may terminate any or all Orders for that Service for cause pursuant to the Contract.

5.5 Specific SLAs.

Service Level Metric Quarterly Level SaaS Offering Availability 99.5%

The Target Availability Level for the Service(s) is 99.5% in any calendar month.

The Epilogue Opus Support Policy and Service Level Agreement is attached hereto as Exhibit II.

6. Term and Modification

6.1 Term of Service Attachment. This Service Attachment is effective on the date of State signature below and remains in effect for the term of the Contract unless earlier terminated pursuant to the Contract.

6.2 Term of Services. Services purchased under this Service Attachment commence on the start date specified in the applicable Order and continue for the term specified therein, subject to relevant provisions in the Contract, such as the Contract’s termination and non-appropriation provisions. Should a Subscriber elect to renew a Services subscription, provided this Contract and Service Attachment remain in effect, the renewal will be at the Subscriber’s option and will be for the same or greater discount from list as the Services subscription being renewed and under the same terms and conditions.

6.3 Modification. If a change in law, rules, or regulations requires a modification of the renewal price or any terms and conditions in this Service Attachment, the Parties will in good faith negotiate the modifications necessitated by such a change, and any modifications will only be effective upon a written agreement signed by the Parties.

Epilogue Systems, Inc. MCSA0107 Service Attachment 1 Page 5

7. Miscellaneous

7.1 Affirmation and Disclosure Form. Contractor must complete an Affirmation and Disclosure Form for this Service Attachment (the form of which is attached as Exhibit I) affirming the Contractor understands and will meet the requirements of Section 9.13 of the Contract. During the performance of the Services under this Service Attachment, if the Contractor changes the location(s) disclosed on an Affirmation and Disclosure Form, Contractor must complete and submit a revised Affirmation and Disclosure Form reflecting such changes.

IN WITNESS WHEREOF, the Parties have executed this Service Attachment as of the dates written below.

EPILOGUE SYSTEMS, INC. STATE OF OHIO, DEPARTMENT

OF ADMINISTRATIVE SERVICES

Signature Signature

Bill Bellew

Kathleen C. Madden Printed Name Printed Name

Chief Financial Officer

Director Title Title

Date Effective Date

07/22/2022

Epilogue Systems, Inc. MCSA0107 Service Attachment 1 Page 6

PRICING ADDENDUM 1

Service Attachment 1 Pricing July 22, 2022

Services Qty (Seats) Annual Fees

One-Time Fees Term Fees Due

Epilogue Opus Subscription

Enterprise License Up to 30K Licenses)

$84,150.00 n/a 1 Year $84,150.00

Epilogue Systems, Inc. MCSA0107 Service Attachment 1 Page 7

EXHIBIT I

Affirmation and Disclosure Form

Contractor affirms that Contractor has read and understands the applicable Executive Orders regarding the prohibitions of performance of offshore services, locating State data offshore in any way, or purchasing from Russian institutions or companies.

The Contractor shall provide all the name(s) and location(s) where services under this Contract will be performed and where data is located in the spaces provided below or by attachment.

Failure to provide this information may result in no award. If the Contractor will not be using subcontractors, indicate “Not Applicable” in the appropriate spaces.

1. Principal location of business of Contractor:

(Address) (City, State, Zip)

Name/Principal location of business of subcontractor(s):

(Name) (Address, City, State, Zip)

2. Location where services will be performed by Contractor:

Name/Location where services will be performed by subcontractor(s):

Epilogue Systems, Inc. MCSA0107 Service Attachment 1 Page 8

3. Location where state data will be located, by Contractor:

Name/Location(s) where state data will be located by subcontractor(s):

Contractor also affirms, understands and agrees that Contractor and its subcontractors are under a duty to disclose to the State any change or shift in location of services performed by Contractor or its subcontractors before, during and after execution of any contract with the State. Contractor agrees it shall so notify the State immediately of any such change or shift in location of its services.

The State has the right to immediately terminate the contract, unless a duly signed waiver from the State has been attained to perform the services outside the United States.

On behalf of the Contractor, I acknowledge that I am duly authorized to execute this Affirmation and Disclosure Form and have read and understand that this form is a part of any Contract that Contractor may enter into with the State and is incorporated therein.

By: __________________________________ Contractor

Print Name: ___________________________

Title: __________________________________

Date: __________________________________

Epilogue Systems, Inc. MCSA0107 Service Attachment 1 Page 9

EXHIBIT II

Epilogue Systems Support Policy and Service Level Agreement

Epilogue Support Policy and Service Level Agreement Technical Support Hours Epilogue Systems will provide technical support during normal working hours from 9AM to 5PM

ET.

Severity Level Designation The customer will reasonably self-diagnose their support issue and recommend to Epilogue an appropriate severity level designation. Epilogue will validate the customer’s severity level designation or notify the customer of a proposed change in the severity level designation to a higher or lower level with justification. In the event of a conflict regarding the appropriate severity level designation, each party shall promptly escalate such conflict to its management team for resolution through consultation between the parties’ management, during which time the parties shall continue to handle the support issue in accordance with Epilogue’s severity level designation.

Response and Escalation Response Time is the period from the time when a customer logs the case with Epilogue until Epilogue responds to the customer. Because of the widely varying nature of issues, it is not possible to provide specific resolution commitments.

In the event of a severity level 1 or 2 issue, if the customer is not satisfied with the progress of the case, the customer may escalate the case to Epilogue management.

Customer Response Commitment The customer will respond to Epilogue requests for additional information and implement recommended solutions in a timely manner.

Support Scope Epilogue will support functionality that is delivered by Epilogue as part of the service. For all other functionality, and/or issues or errors in the service caused by issues, errors and/or changes in customer’s systems and/or third party products or services, Epilogue may assist the customer and its third party providers in diagnosing and resolving issues or errors but the customer acknowledges that these matters are outside of Epilogue’s support responsibility. Service failures attributable to customer’s acts or omissions and force majeure events shall be excused.

Response Time Severity Level: High An incident that impacts a go-live date, prevents access to a key function of the application, and has no workaround. Key characteristics of a High priority issue are as follows:

• Opus is inaccessible (cannot log in or access Opus tools)

• Opus crashes repeatedly

• A main component of Opus is not functioning properly and there is no workaround

If the problem has not been resolved within one hour, Epilogue will escalate the problem across support, development, and management. The escalated problem will have higher priority than ongoing support, development or operations initiatives.

RESPONSE TIME: 2 hours

Epilogue Systems, Inc. MCSA0107 Service Attachment 1 Page 10

Severity Level: Medium An incident that is impacting Opus functionality and/or the effectiveness of the user within Opus.

Opus itself remains accessible with limitations on minor functionality.

RESPONSE TIME: 4 hours Severity Level: Low An incident that has a minimal impact on the system or effectiveness of the customer. No real issue is present preventing any work in Opus, or the issue has an easily implemented workaround.

RESPONSE TIME: 1 Business Day

Availability Service Availability OPUS Service Availability commitment for a given calendar month is 99.5%.

Service Availability is calculated per month as follows: ((Total – Unplanned Outage – Planned Maintenance) / (Total – Planned Maintenance)) X 100 > 99.5% Planned Maintenance Epilogue updates are pushed to production after working hours. These updates happen once every one to two weeks. Scheduled downtime allocated for these updates is no more than 30 minutes.

Epilogue reserves 4 hours of non-working hour downtime for larger updates per quarter. Epilogue will notify customers 72 hours prior to any planned maintenance longer than 30 minutes Unplanned Outage Unplanned outage is total minutes unavailable in the month outside of the planned maintenance window