Page 26

Crossroads Software Maintenance and Enhancement Services VDH PAGE 26 Contract # VDH-21-707-0156

Exhibit B-1 – Pricing Methodology. Exhibit C – Reserved Exhibit D – Crossroads User Group Change Control Process Exhibit F – Crossroads User Group Charter Exhibit G – Certification Regarding Lobbying (check VITA website under Forms) Exhibit H – Supplier Procurement and Subcontracting Plan Exhibit I – Supplier Service Level Requirements (SLR) Exhibit J – Glossary of Terms and Definitions Exhibit K - Additional Cloud Services Terms and Conditions

This Contract, its exhibits, and any prior non-disclosure agreement constitute the entire agreement between VDH and Supplier and supersede any and all previous representations, understandings, discussions or agreements between VDH and Supplier as to the subject matter of this Contract. Any and all terms and conditions contained in, incorporated into, or referenced by the Supplier’s proposal are deemed invalid. The provisions of the Virginia Department of General Services, Division of Purchases and Supply Vendor’s Manual will not apply to this Contract or any order issued pursuant to the Contract. This Contract may only be amended by an instrument in writing signed by VDH and Supplier. U. Order of Precedence In the event of a conflict, the following order of precedence shall apply: this Contract document, Exhibit K - Additional Cloud Services Terms and Conditions, Exhibit I - Service Level Requirements (SLR), Exhibit A, Exhibit A-1, Exhibit A-2, Exhibit B, Other Exhibits incorporated by reference, then any project specific order. In the event of a conflict or inconsistency between the negotiated terms of this Contract and any provision incorporated by reference into the Contract (e.g., a section of a License Agreement), the negotiated terms of this Contract will take precedence. For purposes of this section, a “conflict” exists with respect to a subject that has been comprehensively addressed in the Contract when supplementary terms contained in a provision incorporated by reference would alter the rights and obligations of the Parties set forth in the Contract. V. Counterparts and Electronic Signatures This Contract may be executed in multiple counterparts, each of which, when assembled to include an original signature for each of Supplier and VDH, will constitute a complete and fully executed original. All fully executed original counterparts will collectively constitute a single agreement. Signatures transmitted by fax or electronic mail (in portable data format (“PDF”)) are also permitted as binding signatures to this Contract. W. Opportunity to Review VDH and Supplier each acknowledge that it has had the opportunity to review this Contract and to obtain appropriate legal review if it so chose.

X. Equal Employment Opportunity Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of federally assisted construction contract in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60- 1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” (2 CFR 200, Subpart F, Appendix II)

Y. Clean Air and Federal Water Pollution Control Act Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E