MCSA0110_SA1_-_Final_Signed.pdf

Envisage Technologies LLC MCSA0110 Service Attachment #1 Page 1 Version date 3.14.22

SERVICE ATTACHMENT FOR SAAS 1

UNDER

MASTER CLOUD SERVICES AGREEMENT #MCSA0110

This Service Attachment for SaaS 1 under Master Cloud Services Agreement #MCSA0110 (the “Service Attachment”) is between Envisage Technologies LLC (“Contractor”), having an office at 101 West Kirkwood Avenue, Suite 200, Bloomington, Indiana 47404, 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 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 #MCSA0110 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 Acadis Readiness Suite cloud environment provides Subscribers with a modern and secure training software designed specifically for public safety training and with a proven and comprehensive cloud-based training system that has helped numerous public safety agencies achieve similar objectives. The Acadis Readiness Suite includes regular software updates and enhancements performed by Contractor, additional layers of security through AWS (FedRamp High), and access to the Acadis Support Desk at no additional charge.

Data security information:

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

b. The Services do not comply with the requirements to process Protected Health

Information.

c. The Services do not 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. Acadis Readiness Suite SaaS subscription, regular software updates and enhancements, implementation/configuration services, and help desk support (Tier 2).

2.3 Optional Service Features. Premier (enhanced) Support

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.

DocuSign Envelope ID: 668BF589-38F7-494F-98C4-FC2E56C18C11

Envisage Technologies LLC MCSA0110 Service Attachment #1 Page 2

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 Subscriber. Contractor’s basic support and upgraded support are described below:

Standard help desk services are included in the Acadis SaaS subscription and are available from 8:30 a.m. - 8:00 p.m. ET, Monday through Friday. Outside of these standard hours, Contractor maintains an on-call support team that is available 24/7 (including holidays) via the support telephone line, capable of handling urgent issues and empowered to call in additional resources, as needed. In addition, Contractor offers the Premier Support subscription, a high-end, high-touch support solution, structured specifically for complex business and training operations, providing additional support above and beyond what is included in the standard Acadis subscription.

Premier Support is an annual subscription and is available in multiple support types and levels set forth in the Pricing Addenda.

3. Fees and Payment

3.1 Pricing. The specific pricing for this Service Attachment is set forth in the Pricing Addenda 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.

Envisage Technologies LLC MCSA0110 Service Attachment #1 Page 3

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.

5. Service Levels and Response Times

5.1 General. The Contractor must use commercially reasonable efforts to make the Services Available 24 hours a day, 7 days a week 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 four hours between midnight and 6:00 a.m. Eastern Time, and not generally more than once a month. 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.

Envisage Technologies LLC MCSA0110 Service Attachment #1 Page 4

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 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.

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

5.6 Response Times

Contractor’s response times for support requests are as follows:

Priority Level

Definition First Response (Published)

Resolution Target

Expectations Communication Touchpoints

Critical - system outage or serious disruption with no workaround

Critical - data loss or security concern

Critical agency impact. Mission-critical systems are down with serious disruption to agency business where there is no alternative or work

15 Min or less

Incident will be resolved as soon as possible. (4 hours or less)

Customer Support will provide Agency with updates and notification of expected delays.

Agency emergency

Updates to Agency every one (1) hour or as mutually agreed upon based on the issue type and determined resolution action, or as Agency requests.

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Priority Level

Definition First Response (Published)

Resolution Target

Expectations Communication Touchpoints around. Multi-agency outages with a work stoppage; or critical agency outage.

Severe security and/or financial implications to an agency/state.

requests require that an agency contact be available to Contractor at all times.

Customer Support will document issue and resolution details.

Significant -system errors or issue impacting several users

Significant -disruption with a workaround

Significant agency impact. Affects a large number of users or causes serious disruption to agency business where there is an alternative or work around.

30 Min 1 Business Day

Customer Support will provide Agency with updates and notification of expected delays.

Updates to Agency every two (2) hours, or as Agency requests, and resolution in one (1) business day, or as mutually agreed upon based on the issue type and determined resolution action.

Normal - system error or issue, minimal disruption

Normal - product question

Normal - product feedback

Limited agency impact. Affects small number of users. Causes inconvenience for an agency or delays agency business, however, is not a work blockage.

30 Min 3 Business days

Three (3) business days for resolution, or as mutually agreed upon based on the issue type and determined resolution action.

Updates will be supplied when action has been taken or work has been performed.

Minor issue Minimal agency impact. Problem concerning minor items, i.e., document formatting, or general questions.

30 Min 5 Business Days

Supported during standard business hours. Five (5) business days for resolution.

Updates will be supplied when action has been taken or work has been performed.

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

Envisage Technologies LLC MCSA0110 Service Attachment #1 Page 6 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.

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.

ENVISAGE TECHNOLOGIES LLC STATE OF OHIO, DEPARTMENT

OF ADMINISTRATIVE SERVICES

Signature Signature

Sean Cunningham Kathleen C. Madden Printed Name Printed Name

Chief Revenue Officer Director Title Title

Date Effective Date

DocuSign Envelope ID: 668BF589-38F7-494F-98C4-FC2E56C18C11

10/27/2022 2022-10-31 11:38:19 UTC

E-SIGNED by Kathleen C. Madden /RLG on 2022-10-31 11:38:19 GMT

Envisage Technologies LLC MCSA0110 Service Attachment #1 Page 7

PRICING ADDENDUM 1

Service Attachment 1 Pricing October 2022

Pricing Overview

The following pricing information includes every module offered within the Acadis Readiness Suite. The pricing is based on a per user, per year basis for each module listed.

PRODUCT CODE PRODUCT NAME PRODUCT SUMMARY PRICING PER USER

AO-TMS-CLD ACADIS ONLINE CLOUD:

TRAINING

Acadis Online Cloud - Training Module

$12.11

AO-LMS-CLD ACADIS ONLINE CLOUD:

LMS

Acadis Online Cloud - Online Learning Management System Module

$12.11

AO-SCHED-CLD ACADIS ONLINE CLOUD:

SCHEDULING

Acadis Online Cloud - Schedule Module

$12.11

AO-ASR-CLD ACADIS ONLINE CLOUD:

REGISTRATION

Acadis Online Cloud - Registration Module

$12.11

AO-ASH-CLD ACADIS ONLINE CLOUD:

HOUSING

Acadis Online Cloud - Housing Module

$12.11

AO-AT-CLD ACADIS ONLINE CLOUD:

TESTING

Acadis Online Cloud - Testing Module

$12.11

AO-INV-CLD ACADIS ONLINE CLOUD:

INVENTORY

Acadis Online Cloud - Inventory Module

$12.11

AO-ADM-CLD ACADIS ONLINE CLOUD:

DOCUMENTS

Acadis Online Cloud - Documents Module

$12.11

AO-PE-CLD ACADIS ONLINE CLOUD:

PERFORMANCE

EVALUATIONS

Acadis Online Cloud - Performance Evaluations Module

$12.11

AO-ARBDR-CLD ACADIS ONLINE CLOUD:

DASHBOARDS

Acadis Online Cloud - Dashboards Module

$12.11

AO-ACM-CLD ACADIS ONLINE CLOUD:

COMPLIANCE

Acadis Online Cloud - Compliance Module

$12.11

AO-SURV-CLD ACADIS ONLINE CLOUD:

SURVEYS

Acadis Online Cloud - Surveys Module

$12.11

AO-FORC-CLD ACADIS ONLINE CLOUD:

FORECASTING

Acadis Online Cloud - Forecasting Module

$12.11

AO-CMGT-CLD ACADIS ONLINE CLOUD:

INTERNAL AFFAIRS CASE

MANAGEMENT

Acadis Online Cloud - Internal Affairs Case Management Module

$12.11

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AO-RECR-CLD ACADIS ONLINE CLOUD:

RECRUITING

Acadis Online Cloud - Recruiting Module

$12.11

AO-APF-CLD ACADIS ONLINE CLOUD:

ACADIS PORTAL

Acadis Online Cloud - Acadis Portal Framework Module

$12.11

AO-APF-IS-CLD ACADIS ONLINE CLOUD:

PERSONAL PORTAL

Acadis Online Cloud - Personal Portal Module

$12.11

AO-APF-ISP-CLD ACADIS ONLINE CLOUD:

INSTRUCTOR SCHEDULING

PORTAL

Acadis Online Cloud - Instructor Scheduling Portal Module

$12.11

AO-APF-WFP-CLD ACADIS ONLINE CLOUD:

WORKFORCE PORTAL

Acadis Online Cloud - Workforce Portal Module

$12.11

AO-APF-PEP-CLD ACADIS ONLINE CLOUD:

PERFORMANCE EVALS

PORTAL

Acadis Online Cloud - Performance Evaluations Portal Module

$12.11

AO-APF-OR-CLD ACADIS ONLINE CLOUD:

ONLINE REGISTRATION

Acadis Online Cloud - Online Registrations Portal Module

$12.11

AO-APF-OT-CLD ACADIS ONLINE CLOUD:

ONLINE TESTING

Acadis Online Cloud - Online Testing Portal Module

$12.11

AO-SANDBOX SANDBOX A sandbox or User Acceptance Testing site can be provided to ensure satisfaction with the software before full implementation or before any update.

$12,000.00

PRO-SERV-IMP-SERV Implementation Services Dedicated implementation team that will configure the Acadis Readiness Suite to the clients requirements

$158.11 per hour

PRO-PREM-SUP-SIL Premium Support Silver Premier Silver Support Level – access up to 25% of the annual capacity of an assigned Premier Account Manager.

$68,000 per year

PRO-PREM-SUP-GLD Premium Support Gold Premier Gold Support Level – access up to 50% of the annual capacity of an assigned Premier Account Manager.

$170,000 per year

PRO-PREM-SUP-PLT Premium Support Platinum Premier Platinum Support Level

– access up to 100% of the annual capacity of an assigned Premier Account Manager

$305,000 per year

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PRO-PREM-ADM-SIL Premier Admin Silver Designed to complement standard Acadis support offerings, the Premier Support Silver Subscription provides access of up to 25% of the annual capacity of your Premier Account Manager.

$60,000 per year

PRO-PREM-ADM-GLD Premier Admin Gold Designed to complement standard Acadis support offerings, the Premier Support Gold Subscription provides access of up to 50% of the annual capacity of your Premier Account Manager.

$135,000 per year

PRO-PREM-ADM-PLT Premier Admin Platinum Designed to complement standard Acadis support offerings, the Premier Support Platinum Subscription provides access of up to 100% of the annual capacity of your Premier Account Manager.

$245,000 per year

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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)

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

2. Location where services will be performed by Contractor:

(Address) (City, State, Zip)

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

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

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

101 W. Kirkwood Ave, Ste 200 Bloomington, IN 47404

101 W. Kirkwood Ave, Ste 200 Bloomington, IN 47404

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

(Address) (City, State, Zip)

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

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

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

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

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

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

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: __________________________________

AWS Gov Cloud West Region

Sean Cunningham

Chief Revenue Officer

10/27/2022