State_of_Arizona_Amendment_25_Exhibit_F_-_PSMA_-_Redacted.pdf

Proprietary Software Maintenance Agreement 1 Confidential and Proprietary CGI Technologies and Solutions Inc.

Amendment 23 to CGI Response to the State of Arizona Exhibit F AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021

CGI TECHNOLOGIES AND SOLUTIONS INC.

PROPRIETARY SOFTWARE MAINTENANCE AGREEMENT

This is a Proprietary Software Maintenance Agreement (“Agreement”) dated as of March 12, 2013, (the “Effective Date”) by and between State of Arizona (“Client”) having a place of business at 100 N. 15th Avenue, Suite 305, Phoenix, AZ 85007, and CGI Technologies and Solutions Inc. (“CGI”), a Delaware corporation having its principal place of business at 11325 Random Hills Road, Fairfax, Virginia 22030.

1. DEFINITIONS

Capitalized terms used in this Agreement will have the meanings given below or in the context in which the term is used, as the case may be.

A. “Documentation” means the documentation provided by CGI for the Software pursuant to the License Agreement.

B. “Enhancements” means changes or additions to the Software which CGI develops and makes available at no additional charge to all licensees of the Software who are under then-current maintenance agreements.

C. “Software incident” means a material deviation of the Software from the specifications for the Software identified in the License Agreement.

D. “License Agreement” means the Proprietary Software License Agreement incorporated and made part of the Contract pursuant to which CGI licensed the Software to Client.

E. “Maintenance Period” means the initial term of this Agreement or any subsequent renewal period. The initial term and each renewal period is a separate Maintenance Period. The initial Maintenance Period is specified in Exhibit A. Each renewal Maintenance Period, if any, will be a period of twelve (12) months.

F. “Software” means the software referenced in Exhibit A of the License Agreement.

2. MAINTENANCE

A. CGI Standard Support and Maintenance Services provide the Client with the required ongoing enhancements to the Software to address functional and technical changes.

Specifically, the Standard Support and Maintenance Services provide these major components:

Internet access through our secure web site, eAccess

(https://support.cgi.com//advantage/ ), to a variety of 24x7 support materials.

Help Desk Support with direct phone, email, and web support on the baseline products through the CGI Client Support Center. Standard hours of operation are 8 am EST to 9 pm EST Monday-Friday. CGI can be reached at 800-321-0267 via phone and https://support.cgi.com//advantage/ via our online support website.

Software incident corrections to the Software.

Software releases are provided periodically to address technical and functional compatibility with system software and ongoing regulatory changes and changes to business practices. Documentation updates are provided as part of each release. Additional Software incident corrections will be included in releases, as dictated by testing requirements and the magnitude of the required change.

Enhancements to the Software are provided in new releases of the CGI Advantage solution.

Membership to the CGI Advantage User Group. Membership provides the option to participate in various user group activities such as the annual CGI Forum, Proprietary Software Maintenance Agreement 2 Confidential and Proprietary

Amendment 23 to CGI Response to the State of Arizona Exhibit F AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021 regional User Group meetings and voting for the User Group Steering Committee that works closely with CGI on a variety of client issues and concerns.

Membership also provides each site the option of proposing a candidate for election to the User Group Steering Committee.

CGI will support the following features of the CGI Advantage solution:

The system components that the Client is currently contracted for and is paying maintenance on;

The third-party software component releases that are compatible with the currently supported version of the CGI Advantage solution;

The documented features of the CGI Advantage Software, as listed on the delivered on-line documentation and help files;

All standard baseline features of the system, including configuration tables (e.g.

Required Elements) of the CGI Advantage Software, that DO NOT include infrastructure or other programming code changes. Any client-specific configuration tables will not be supported.

Prioritizations of all issues and software incidents according to the following schedule:

Severity Definition

1 - Critical A problem with CGI supported Software causing critical impact to the client’s business operation. No workaround is immediately available and work using the Software can not continue.

2 - Serious A problem with CGI supported Software causing significant impact to the client’s business operation. A workaround is available but is unacceptable on a long term basis.

3 - Moderate A problem with CGI supported Software that impairs some functionality, but a practical workaround exists.

4 - Minor A problem that does not affect any functionality of the Software.

B. CGI may, at its option, investigate and correct suspected software incidents at CGI’s offices to the extent possible. If CGI’s personnel travel to Client’s place of business at Client’s request to perform maintenance services, Client will pay CGI for the travel time and the reasonable travel and other out-of-pocket expenses of CGI’s personnel. If a suspected software incident is attributable to a cause other than the Software as delivered by CGI, then Client will pay for CGI’s work on a time-and-materials basis. If the Software module containing the software incident has been modified by non-CGI personnel, CGI will charge Client on a time-and-materials basis at CGI’s then-current hourly rates for analyzing and fixing the software incident in Client’s version, and for any installation assistance Client requires.

C. At the expiration of the initial Maintenance Period stated in this Agreement, Client may buy maintenance services for the Software for subsequent Maintenance Periods in which CGI is offering maintenance services, at the prices referenced in Exhibit A of this Agreement, and for any renewal Maintenance Periods not provided for in Exhibit A, at CGI’s then current prices or other mutually agreed to fees. Client may obtain such maintenance services only if (i) Client has paid the maintenance fee for all prior Maintenance Periods; and (ii) Client incorporates into the Software all releases, Proprietary Software Maintenance Agreement 3 Confidential and Proprietary

Amendment 23 to CGI Response to the State of Arizona Exhibit F AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021 corrections, and Enhancements to the Software that CGI has made available to Client, no less than two minor software releases prior to current release.

D. All Enhancements and corrections to the Software and Documentation provided by CGI pursuant to this Agreement will become a part of the Software and Documentation for the purposes of the License Agreement at the time they are provided to Client and are hereby licensed to Client as part of the Software and Documentation pursuant to all of the terms and conditions of the License Agreement.

3. PAYMENT TERMS

A. Client will pay the maintenance fees for the initial Maintenance Period as set forth in

Exhibit A. CGI will provide Client with written notice of and an invoice for the maintenance fees for each subsequent Maintenance Period at least thirty (30) calendar days prior to the expiration of the then-current Maintenance Period. CGI will not be obligated to provide maintenance services in any Maintenance Period (including the initial Maintenance Period) unless the maintenance fees for the Maintenance Period have been paid in full.

B. All fees and expenses are to be paid to CGI in United States Dollars, by wire transfer of funds to an account designated by CGI or by check sent to Bank of America, c/o CGI Technologies and Solutions Inc. at 12907 Collections Center Drive, Chicago, IL 60693.

CGI’s invoices are due and payable in full within thirty (30) calendar days from the date Client receives them. If Client does not pay an invoice within thirty (30) calendar days after receipt, CGI may add an interest charge of one and one-half percent (11/2%) per month, or the maximum rate allowed by law if less; this interest will begin to accrue on the thirty-first (31st) day after Client’s receipt of CGI’s invoice and will accumulate on the outstanding balance on a daily basis until paid in full.

C. Client is a tax exempt entity and will provide CGI a copy of Client’s tax exemption certificate. If Client’s tax exempt status is modified or revoked during the term of this Agreement, Client agrees to pay directly or reimburse CGI for any taxes arising out of this Agreement or CGI’s performance under this Agreement, excluding taxes on CGI’s net income. The maintenance fees specified in Exhibit A are exclusive inclusive of all taxes at time of the agreement and subject to change based on State and Local Municipality tax rates. The parties agree to amend this agreement if the tax rates change.

4. WARRANTIES AND REMEDIES FOR BREACH OF WARRANTY

A. CGI warrants that the maintenance services will be performed in a workmanlike manner consistent with industry standards reasonably applicable to the performance of such maintenance services. If Client believes there has been a breach of this warranty and so notifies CGI in writing stating in reasonable detail the nature of the claimed breach within thirty (30) calendar days after the maintenance services are delivered to Client by CGI, then CGI will promptly investigate the matter. If it is determined that there has been a breach of this warranty, then CGI’s sole obligation, and Client’s exclusive remedy, will be for CGI to correct or re-perform any affected maintenance services as necessary to cause them to comply with this warranty. There will be no additional charge to Client for the investigation and correction efforts performed by CGI, except as provided in Section 2.B. If CGI is unable to correct a breach of this warranty after repeated efforts, Client will be entitled to recover its actual damages subject to the limitations and exclusions set forth in Section 6.

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Amendment 23 to CGI Response to the State of Arizona Exhibit F AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021

B. CGI warrants that the Software and Documentation do not, to CGI’s knowledge, infringe any third party copyrights, patents or trade secrets that exist on the Effective Date and that arise or are enforceable under the laws of the United States of America.

(1) If a third party brings an action against Client making allegations that, if true, would constitute a breach of this warranty, then CGI will, at its own expense, settle the claim or defend Client in such proceeding and CGI will pay all settlements, costs, damages and legal fees and expenses finally awarded provided that Client promptly notifies CGI in writing of the proceeding, provides CGI a copy of all information received by Client with respect to the proceeding, cooperates with CGI in defending or settling the proceeding, and allows CGI to control the defense and settlement of the proceeding, including the selection of attorneys. Client may observe the proceeding and confer with CGI at its own expense.

(2) If such a proceeding is brought or appears to CGI to be likely to be brought, CGI may, at its sole option and expense, either obtain the right for Client to continue using the allegedly infringing item(s) or replace or modify the item(s) to resolve such proceeding. If CGI finds that neither of these alternatives is available to it on commercially reasonable terms, CGI may require Client to return the allegedly infringing item(s), in which case Client will receive a refund of the amounts paid by it for the returned item(s), depreciated on a straight-line basis over a five (5) year period commencing on the date the allegedly infringing item(s) were delivered to Client by CGI.

This Section 4.B states CGI’s entire obligation to Client and Client’s sole remedy with respect to any claim of infringement.

C. CGI is not responsible for any claimed breaches of the foregoing warranties caused by:

(i) modifications made to the Software or Documentation by anyone other than CGI and its subcontractors working at CGI’s direction; or (ii) the combination, operation or use of the Software or Documentation with any items that CGI did not supply to Client; or

(iii) Client’s failure to use any new or corrected versions of the Software or Documentation made available by CGI; or (iv) CGI’s adherence to Client’s specifications or instructions.

D. CGI does not warrant that the Software will be error-free or that its operation will be uninterrupted. Client acknowledges that it alone is responsible for the results obtained from use of the Software, including without limitation the completeness, accuracy and content of such results. Client acknowledges further that it alone is responsible for independent verification and testing of any such results prior to using them in its business.

E. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR

PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE,

COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

5. NONDISCLOSURE

Client and CGI agree that in connection with the performance of their respective obligations hereunder, each party may have access to the Confidential Information of the other party. The follow terms will apply to such access.

Proprietary Software Maintenance Agreement 5 Confidential and Proprietary

Amendment 23 to CGI Response to the State of Arizona Exhibit F AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021

A. “Confidential Information”. “Confidential Information” means information belonging to or in the possession of a party which is confidential or a trade secret and is furnished or disclosed to the other party under the Contract Documents (including information exchanged in contemplation of entering into the Contract Documents): (i) in tangible form and marked or designated in writing in a manner to indicate it is confidential or a trade secret; or (ii) in intangible form and that either is of a nature that a reasonable person would understand to be confidential or a trade secret or is identified as confidential or a trade secret in a writing provided to the receiving party within thirty

(30) business days after disclosure.

B. Exclusions. “Confidential Information” does not include any information that, as evidenced by written documentation: (i) is already known to the receiving party without restrictions at the time of its disclosure by the furnishing party; (ii) after its disclosure by the furnishing party, is made known to the receiving party without restrictions by a third party having the right to do so; (iii) is or becomes publicly known without violation of the Contract Documents; or (iv) is independently developed by the receiving party without reference to the furnishing party’s Confidential Information.

C. Standard of Care. Confidential Information will remain the property of the furnishing party, and the receiving party will not be deemed by virtue of the Contract Documents or any access to the furnishing party’s Confidential Information to have acquired any right, title or interest in or to the Confidential Information. The receiving party agrees: (i) to afford the furnishing party’s Confidential Information at least the same level of protection against unauthorized disclosure or use as the receiving party normally uses to protect its own information of a similar character, but in no event less than reasonable care; (ii) to limit disclosure of the furnishing party’s Confidential Information to personnel furnished by the receiving party to perform Services under a Statement of Work or otherwise having a need to know the information for the purposes of the Contract Documents; (iii) not to disclose any such Confidential Information to any third party; (iv) to use the furnishing party’s Confidential Information solely and exclusively in accordance with the terms of the Contract Documents in order to carry out its obligations and exercise its rights under the Contract Documents; and (v) to notify the furnishing party promptly of any unauthorized use or disclosure of the furnishing party’s Confidential Information and cooperate with and assist the furnishing party in every reasonable way to stop or minimize such unauthorized use or disclosure.

D. Compelled Disclosure. If the receiving party receives a subpoena or other valid administrative or judicial notice requesting the disclosure of the furnishing party’s Confidential Information, the receiving party will promptly notify the furnishing party. If requested, the receiving party will provide reasonable cooperation to the furnishing party in resisting or limiting the disclosure at the furnishing party’s expense. Subject to its obligations stated in the preceding sentence, the receiving party may comply with any binding subpoena or other process to the extent required by law, but will in doing so make all commercially reasonable efforts to secure confidential treatment of any materials disclosed.

E. Return or Destruction. Upon termination or expiration of this Agreement and all Statements of Work issued under this Agreement, the receiving party, at the furnishing party’s option, will return or destroy all Confidential Information of the furnishing party that the receiving party does not possess under a valid license; provided that CGI may retain one (1) copy of all of its work products (including working papers) produced under the Contract Documents for archival purposes.

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Amendment 23 to CGI Response to the State of Arizona Exhibit F AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021

F. Relief. Each party agrees that if a court of competent jurisdiction determines that the receiving party has breached, or attempted or threatened to breach, any of its confidentiality obligations to the furnishing party or the furnishing party’s proprietary rights, money damages will not provide an adequate remedy. Accordingly, the furnishing party will be entitled to seek appropriate injunctive relief and other measures restraining further attempted or threatened breaches of such obligations.

6. LIMITATION OF LIABILITY

A. If Client should become entitled to claim damages from CGI (including without limitation, for breach of contract, breach of warranty, negligence or other tort claim), CGI will be liable only for the amount of Client’s actual direct damages, not to exceed (in the aggregate for all claims) the annual fee paid by Client to CGI for the Maintenance Period with respect to which the claims arise. This limit also applies to CGI’s licensors. It is the maximum liability for which CGI and its licensors are collectively responsible.

B. In no event will CGI or any person or entity involved in the creation, manufacture or distribution of any Software, services or other materials provided under this Agreement be liable for: (1) any damages caused by the failure of Client or its affiliates or suppliers to perform their responsibilities; (2) any claims or demands of third parties (other than those third party claims covered by Section 4.B(1)); or (3) any lost profits, loss of business, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if CGI has been advised of the possibility of such damages.

C. The foregoing limitations do not apply to the payment of settlements, costs, damages and legal fees referred to in Section 4.B(1). The limitations of liability set forth in this Section 6 will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement. The parties agree that the foregoing limitations will not be deemed to limit any liability to an extent that would not be permitted under applicable law.

7. TERMINATION

A. Either party may terminate this Agreement upon thirty (30) calendar days’ prior written notice if the other has materially failed to comply with a fundamental obligation under this Agreement. If the License Agreement is terminated for any reason, this Agreement will automatically terminate on the effective date of the termination of the License Agreement.

B. Client may terminate this Agreement for convenience at any time upon thirty (30) calendar days’ prior written notice to CGI. If Client has not paid the maintenance fee for the then current Maintenance Period in full, Client must pay to CGI the remaining balance of such maintenance fee prior to terminating this Agreement.

C. Any provision of this Agreement that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this Agreement, including but not limited to Section 6.

8. LAW AND DISPUTES

A. Any claim, controversy or dispute arising under or related to the Agreement will be governed by the laws of the Commonwealth of Virginia, without regard to any provision of Virginia law that would require or permit the application of the substantive law of any other jurisdiction. Notwithstanding anything to the contrary, the parties expressly agree

Proprietary Software Maintenance Agreement 7 Confidential and Proprietary

Amendment 23 to CGI Response to the State of Arizona Exhibit F AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021 that the provisions of the Uniform Commercial Code (UCC) as enacted under state and federal law, and the Uniform Computer Information Transactions Act (UCITA) as enacted under Va. Code Ann. §59.1-501.1 et seq., or as set forth in any other Virginia or other statute of any state, or as may be amended or modified, applicable as of the effective date of this Agreement or thereafter, shall not apply to this Agreement.

B. Both CGI and Client agree to comply fully with all relevant export laws and regulations of the United States to ensure that no information or technical data provided pursuant to this Agreement is exported or re-exported directly or indirectly in violation of law.

C. At the written request of either party, the parties will attempt to resolve any dispute arising under or relating to this Agreement through the informal means described in this Section 8.C. Each party will appoint a senior management representative who does not devote substantially all of his or her time to performance under this Agreement. The representatives will furnish to each other all non-privileged information with respect to the dispute that the parties believe to be appropriate and germane. The representatives will negotiate in an effort to resolve the dispute without the necessity of any formal proceeding. Formal proceedings for the resolution of the dispute may not be commenced until the earlier of: (i) the designated representatives conclude that resolution through continued negotiation does not appear likely; or (ii) thirty (30) calendar days have passed since the initial request to negotiate the dispute was made; provided, however, that a party may file earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, or to apply for interim or equitable relief.

D. Any question or dispute arising out of or relating to this Agreement will be settled by arbitration in accordance with the American Arbitration Association’s Commercial Arbitration Rules and the Supplementary Procedures for Large, Complex Disputes, and judgment on the award may be entered in any court having jurisdiction. The seat of the arbitration will be Washington, D.C. The arbitrators will have no authority to award any damages that are excluded by the terms and conditions of this Agreement. Either party will have the right to apply at any time to a judicial authority for appropriate injunctive or other interim or provisional relief, and will not by doing so be deemed to have breached its agreement to arbitrate or to have affected the powers reserved to the arbitrators.

E. No proceeding, regardless of form, arising out of or related to this Agreement may be brought by either party more than two (2) years after the accrual of the cause of action, except that (i) proceedings related to violation of a party’s proprietary rights or any duty to protect Confidential Information may be brought at any time within the applicable statute of limitations, and (ii) proceedings for non-payment may be brought up to two (2) years after the date the last payment was due.

9. GENERAL

A. Any legal notice or other communication required or permitted to be made or given by either party pursuant to this Agreement will be in writing, in English, and will be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine and a copy of the notice is promptly sent by another means specified in this section; or (iii) when delivered if delivered personally or sent by express courier service. All notices will be sent to the other party at its address as set forth below or at

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Amendment 23 to CGI Response to the State of Arizona Exhibit F AFIS Replacement Solicitation No. ADSPO013-00001953 November 2021

C. This Agreement constitutes the entire agreement between the parties, and supersedes all other prior or contemporaneous communications between the parties (whether written or oral) relating to the subject matter of this Agreement. This Agreement may be modified or amended solely in a writing signed by both parties.

D. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves the original intentions and economic positions of the parties.

E. No failure or delay by either party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party. If either party waives any right, power or remedy, such waiver will not waive any successive or other right, power or remedy the party may have under this Agreement.

F. During the term of this Agreement and for twelve (12) months after its expiration or termination, neither party will, either directly or indirectly, solicit for employment or employ (except as permitted below) by itself (or any of its Affiliates) any employee of the other party (or any of its affiliates) who was involved in the performance of the party’s obligations under this Agreement, unless the hiring party obtains the written consent of the other party. “Affiliate” means any other entity that directly or indirectly controls, or is under common control with, or is controlled by, the party. The foregoing provision will not (i) prohibit a general solicitation of employment in the ordinary course of business or prevent a party from employing any employee who contacts such party as a result of such a general solicitation; or (ii) be read so as to limit employment opportunities to an extent that would not be permitted under applicable law (e.g., California law).

G. The Exhibits referred to in and attached to this Agreement are made a part of it as if fully included in the text.

Each party has caused its authorized representative to execute this Agreement as of the Effective Date.

CGI Technologies and Solutions Inc. (CGI) State of Arizona (Client)

By:

By:

Name: Surabhi Subramanyam Name:

Title: Senior Vice President Title: