220000001481.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 to Contract Number MA220000001481

C U

RREN

T C

O N

TRAC

TO

R

World Wide Technology

1 World Wide Way St. Louis MO 63146

Josh Skipp

616-283-1789 josh.skipp@wwt.com

VS0129984

N

EW

C O

N

TRAC

TO

R

World Wide Technology

1 World Wide Way St. Louis MI 63146

Ryan Rose

314.322.6215

Ryan.Rose@wwt.com

VS0129984

STATE CONTACTS

Program

M anager

Ashley Adrian DTMB

517-331-4622

AdrianA1@michigan.gov

C ontract

Adm inistrator

Mecca Martin DTMB

517-230-5694

MartinM42@michigan.gov

CONTRACT SUMMARY

Unified Communications

INITIAL EFFECTIVE DATE

September 29, 2022

INITIAL EXPIRATION DATE

September 28, 2027

INITIAL AVAILABLE OPTIONS

5 - 1 Year

EXPIRATION DATE BEFORE

September 28, 2027

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

N/A

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

0 Years

REVISED EXP. DATE

CURRENT VALUE

$1,779,021.56

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$1,779,021.56

DESCRIPTION

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

Please note the Contractor Contract Administrator has been changed to Ryan Rose.

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

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

Unified Communications

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 29, 2022 September 28, 2027 5 - 1 Year September 28, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

1 World Wide Way

St. Louis MO 63146

Josh Skipp

616-283-1789 josh.skipp@wwt.com

VS0129984

World Wide Technology

C O

N

TR

A C

TO

R

517-331-4622

AdrianA1@michigan.gov

Mecca Martin

517-230-5694

DTMB

Ashley Adrian DTMB

MartinM42@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

N/ANet 45

Change Notice Number 3

Contract Number MA220000001481 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

$1,779,021.56 $0.00 $1,779,021.56

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

Effective 12/1/2025, the State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted standards and procedures regarding accessibility requirements for websites, applications, content, and electronic documents. Due to a change in the law, the State is required to comply with specific accessibility standards for websites, applications, content, and documents.

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, must comply with WCAG 2.1 Level AA.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Unified Communications

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

September 29, 2022 September 28, 2027 5 - 12 Months September 28, 2027

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

1 World Wide Way

St. Louis MO 63146

Josh Skipp

616-283-1789 josh.skipp@wwt.com

VS0129984

World Wide Technology, LLC

C O

N

TR

A C

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Kristine Mills

517-242-6402

DTMB

Various DTMB millsk11@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Net 45

Change Notice Number 2

Contract Number MA220000001481 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

$1,759,021.56 $20,000.00 $1,779,021.56

Effective 8/30/2024, the following amendment is incorporated into the Contract. This change includes an optional Professional Services Time and Material Rate Card for calendar year 2024 and adds $20,000 in additional funds to support as needed professional services.

Further, the parties clarify that the contract description is to be updated to “Unified Communications” instead of the current “Voice Provisioning Manager".

Please note the Contract Administrator has been changed to Kristine Mills and the Program Managers has been updated to include Patrick Horgan.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency

AGENCY NAME PHONE EMAIL

DTMB Ashley Adrian 517-331-4622 AdrianA1@michigan.gov

DTMB Patrick Horgan HorganP@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA220000001481

State of Michigan Rate Card Options

Role Description 2024 Rate UC Architect Covers Voice, Video, and Contact Center - All OEM 386.00

UC Sr Engineer Covers Voice and Video - All OEM 323.00

CC Sr Engineer Covers Contact Center - All OEM 374.00

Sr Learning Specialist Covers Sr Learning Specialist - All OEM Trainer/Development 292.00

Learning Specialist Covers Learning Specialist - All OEM 154.00

Sr Project Manager Covers PMO for all projects except Adoption/Learning 282.00

Project Coordinator Covers PMO for Adoption / Learning projects 139.00

AV Engineer AV Premium Installation, Engineer, and Programming 333.00

AV Installer AV Installation, Certification, & Assembly 263.00

Rates will increase 5% annually for the remaining years on the contract

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 1 to

Contract Number 220000001481 adriana1@michigan.gov

Ashley Adrian

Lauren Stempek josh.skipp@wwt.com

Josh Skipp

St. Louis, MO 63146

World Wide Technology, LLC

VS0129984

616-283-1789

1 World Wide Way

(517) 243-4008 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) 331-4622

DTMB

stempekl@michigan.gov

$849,003.48

September 29, 2022 September 28, 2027

VOICE PROVISIONING MANAGER

September 28, 2027

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

☐ ☐ September 28, 2027

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$910,018.08 $1,759,021.56

Effective 2/13/2024, $910,018.08 in funding is added to this contract to cover the purchase of the IR Collaboration Tool for Service Monitoring services as described per the attached SOW, Schedule H - IR Collaborate EULA, and Exhibit A to Schedule H - IR Collaborate Support Policies.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement Services approval, and State Administrative Board approval on 2/13/2024.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

DTMB

Michigan.gov/MiProcurement

STATEMENT OF WORK -

IT CHANGE NOTICE

Version 2 (3/2021) 1

Project Title:

IR Collaborate Services

Period of Coverage:

2/13/2024 – 2/12/2025

Requesting Department:

DTMB Office Chief Technology Officer (OCTO)

Date:

2/13/2024

DTMB Project Manager:

Patrick Horgan

Phone:

(517) 284-7355

SCOPE OF WORK:

The State of Michigan, Department of Technology Management and Budget (DTMB) Office of Chief Technology Officer (OCTO) Enterprise Networking Services have determined to implement Integrated Research, Inc. (IR) Collaboration Tool for Service Monitoring per Master Agreement 220000001481 with World Wide Technology, LLC

(WWT).

To implement the IR Collaboration Tool, necessary services will be performed by WWT’s Subcontractor IR. IR will provide consulting resources to assist the State of Michigan with the deployment of Prognosis software solutions on State provided servers in support of the States collaborate environment.

IR will provide consulting resources to complete the following activities:

• Provide Project Planning and Deployment Design for Prognosis Implementation

• Perform Prognosis Collaborate Implementation which includes the following modules:

o Prognosis Collaborate Cisco SBC Core Implementation o Prognosis Contact Center Solutions Cisco Express Suite o Path Insight Module o Remote WUL Platform Extension (installation and configuration)

• Provide Prognosis Remote Instructor Led Training (ILTA) Course

• Provide Prognosis Collaborate Solution Optimization (SO)

DELIVERABLES:

Deliverables will not be considered complete until the DTMB Project Manager has formally accepted them.

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Version 2 (3/2021) 2

As part of the installation and configuration of Prognosis Collaborate, IR will perform the following services:

1. Prognosis Collaborate Implementation:

o Install and configure Prognosis Collaborate on the designated management and/or monitoring node(s).

o Configure Prognosis Collaborate to monitor designated Cisco, Avaya, or Skype for Business PBX and adjuncts (if applicable).

o Cisco o Cisco Unified Call Manager (CUCM)

Up to 5 clusters o Cisco Unity Connection Implementation o Cisco UCS Implementation o SBC Core Implementation o Ribbon/Sonus SBC

Up to 2 servers o Prognosis for Contact Center Solutions o Cisco Express Suite Cisco Unified Contact Center Express (UCCX) o Up to 5 servers o VMWare vCenter Implementation o One (1) licensed server o Path Insight Implementation o Up to 91,500 interfaces o Implementation (installation and configuration) of the following one (1) WUL Platform Extensions (PE) o Remote WUL(Windows/Unix/Linus) Platform Extension (PE) Monitoring Up to 10 licensed servers o Prognosis ILT Course (Training) IR will provide Remote Instructor Led training on

Prognosis system use and management Course Topics Include:

IT CHANGE NOTICE

Version 2 (3/2021) 3 o Prognosis GUI o Web Interface o Support o Architecture and configuration o Databases o Displays introduction o Thresholds o Configurations o Web publishing o Security o Maintenance o Troubleshooting o Solution Optimization

Solution Optimization hours may be utilized to undertake the following activities:

o Customize and / or fine tune displays.

o Customize and / or fine tune thresholds / analysts.

o Customize and / or fine tune alerting.

o Customize and / or fine tune an existing Live

Canvas o Configuration State of Michigan environment expansion beyond the devices outlined at the start of the engagement.

o Additional training or knowledge transfer sessions (Hours transfer at a rate of 0.75 training hours per hour of SO).

o Troubleshooting of environment issues within State of Michigan environment.

IT CHANGE NOTICE

Version 2 (3/2021) 4 o Time spent gathering requirements for custom work.

o Technical support, software patches, upgrades, and other general support of Prognosis.

ACCEPTANCE CRITERIA:

Acceptance criteria will follow and abide by Section 10. Software Acceptance Testing, and Section 11. Non-Software Acceptance of Master Agreement 220000001481.

PROJECT CONTROL AND REPORTS:

A bi-weekly progress report must be submitted to the DTMB Project Manager throughout the life of this project. This report may be submitted with the billing invoice.

Each bi-weekly progress report must contain the following:

1. Hours: Indicate the number of hours expended during the past two weeks, and the cumulative total to date for the project. Also state whether the remaining hours are sufficient to complete the project.

2. Accomplishments: Indicate what was worked on and what was completed during the current reporting period.

3. Risks/Issues: Indicate all risks and issues that may occur, and whose occurrence, if it does take place, has a positive or negative effect on the project and the appropriate action required.

4. Funds: Indicate the amount of funds expended during the current reporting period, and the cumulative total to date for the project.

PAYMENT SCHEDULE:

Payment will be made on a Milestones basis. DTMB will pay CONTRACTOR upon receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order not more often than monthly. DTMB Accounts Payable area will coordinate obtaining DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date and must be approved by the DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees.

When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense.

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Version 2 (3/2021) 5

Payment shall be considered timely if made by DTMB within forty-five (45) days after receipt of properly completed invoices.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

WWT will provide the following Contract Manager to oversee this project on behalf of the Subcontractor, IR:

Josh Skipp Client Manager Josh.Skipp@wwt.com

(616) 283-1789

The primary point of contact (POC) from IR will be assigned to support the project. If there is any need to escalate for support, contact information is below.

The designated IR POC is:

Jordan Lindsay Project Manager, Professional Services Jordan.lindsay@ir.com

(303) 390-8717 Kasey Fitzpatrick Sr. Regional Account Executive, North Central kasey.fitzpatrick@ir.com p: (303) 390-1439 m: (414) 881-5415

Mark Zerbe VP Sales Collaborate mark.zerbe@ir.com

(480) 231-4215

Jason Fullen Vice President, Professional Services – Americas jason.fullen@ir.com p: (303) 390-8774 m: (303) 808-9988 mailto:Josh.Skipp@wwt.com mailto:Jordan.lindsay@ir.com mailto:kasey.fitzpatrick@ir.com mailto:mark.zerbe@ir.com mailto:jason.fullen@ir.com

IT CHANGE NOTICE

Version 2 (3/2021) 6

The designated DTMB Project Manager is:

Patrick Horgan

DTMB

608 W Allegan St., Lansing, MI 48915

(517) 284-7355 HorganP@michigan.gov

DTMB RESPONSIBLITIES:

Server Requirements:

Prognosis Management Node (Qty 1) Prognosis requires a server with access to the Platforms that will be monitored. The server specifications are as follows:

• Can be virtualized, hosted in a datacenter

• Windows Server 2008 R2 SP1 (64bit), Windows Server 2012 R2 OS (64bit), Windows Server 2016 OS (64bit), Windows Server 2019 OS (64bit) o Intel OCTA Core Processor 2.2GHz(reserved) o 16 Gigabytes of RAM o 250 GB of space for the Prognosis install and Databases o Must be running IIS and have .NET Framework 4.5 installed

*VM must be setup with 1 Socket and 8 Cores

Prognosis Monitoring Nodes (Qty 2) Prognosis requires a server with access to the Platforms that will be monitored. The server specifications are as follows:

• Can be virtualized, hosted in a datacenter

• Windows Server 2008 R2 SP1 (64bit), Windows Server 2012 R2 OS (64bit), Windows Server 2016 OS (64bit), Windows Server 2019 OS (64bit) o Intel OCTA Core Processor 2.2GHz(reserved) o 16 Gigabytes of RAM o 100 GB of space for the Prognosis install and Databases mailto:HorganP@michigan.gov

IT CHANGE NOTICE

Version 2 (3/2021) 7

*VM must be setup with 1 Socket and 8 Cores

Prognosis Path Insight Server (Qty 1) Prognosis requires a server with access to the Platforms that will be monitored. The server specifications are as follows:

• Can be virtualized, hosted in a datacenter

• Windows Server 2008 R2 SP1 (64bit), Windows Server 2012 R2 OS (64bit), Windows Server 2016 OS (64bit), Windows Server 2019 OS (64bit) o Intel OCTA Core Processor 2.2GHz(reserved) o 16 Gigabytes of RAM o 200 GB of space for the Prognosis install and Databases

*VM must be setup with 1 Socket and 8 Cores

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

The services in this SOW will be performed remotely by IR Professional Services.

EXPECTED CONTRACTOR WORK HOURS AND CONDITIONS:

Work hours are not to exceed eight (8) hours a day, forty (40) hours a week. Normal working hours of 8:00 am to 5:00 pm are to be observed unless otherwise agreed to in writing.

No overtime will be permitted.

This purchase order is a release from Contract Number 220000001481. This purchase order, statement of work, and the terms and conditions of Contract Number 220000001481 constitute the entire agreement between the State and the Contractor.

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Version 2 (3/2021) 8

PROJECT PLAN:

M ile st on e Project Milestones WWT SKU Criteria Est. time to Cmplt.

from KO

Cost

1 Prognosis Software Implementation

PS-NI-PR-01

Acceptance of 1-2 days $11,037.42

2 Cisco CUCM

PS-NI-CI-08

Acceptance of 4 days $14,226.27

3 Cisco Unity Connection

PS-NI-CI-09

Acceptance of 2 days $2,845.00

4 Cisco UCCX

PS-NI-CI-11

Acceptance of 4 days $3,556.89

5 Cisco UCS Implementation

PS-NI-CI-12 Acceptance of 1-2 days $4,267.50

6 SBC Core Module

PS-NI-SB-13

Acceptance of 4 days $1,956.10

7 VMWare vCenter Implementation

PS-NI-VM-25 Acceptance of 1 week $2,845.00

8 Path Insight Module

PS-NI-PA-14

Acceptance of 1-2 weeks $16,479.09

9 Implementation of Platform Extension Remote WUL

PE-IT-RE-12

Acceptance of 1 week $6,578.90

10 Platform Extension Remote WUL

PE-PD-RE-12 Acceptance of 1 week $28,432.16

10 Prognosis ILT Course (Training)

PS-NI-TR-04 Acceptance of Up to 2 weeks depending on customer availability

$6,131.90

11 Solution Optimization PS-NI-SO-05 Contract Signature

Can be used up to 6 months after implementation

$1,226.38

Service Fees Total $99,582.61

SCHEDULE H -

End User License Agreement – Reseller Transaction

This End User License Agreement (“Agreement”) is entered into between:

1. INTEGRATED RESEARCH, INC., a company registered in United States- Colorado, and its Affiliates (collectively known as “IR”), with its principal place of business at 4700 S. Syracuse Street, Ste., 1000 Denver, CO 80237; and

2. The State Of Michigan and any Affiliates who place and an order hereunder (collectively known as “Licensee” or “You”), whose office is located at 525 W Allegan St., Lansing, MI 48993.

3. Each may be referred to individually as a “Party” or collectively as the “Parties”.

1. Grant of License

1.1. License Grant.

Upon issuance of a purchase order for the Software, IR grants Licensee the non-exclusive, non-transferable license(s), except as required by law or executive order, as set forth in the applicable Order(s) to use the Software. Except as specified below, Licensee shall operate the Software for internal governmental business purposes only, or provide consulting services, or any other commercial or governmental service related to the Software.

1.2. The Licensee may change the System’s location, or name, or may transfer use of the Software to another system, with the prior written consent of IR and payment to IR of any incidental cost to IR arising from such change or transfer.

1.3. At no time shall the Licensee use or attempt to use the Software without the License Key.

2. Term of Agreement

2.1. This Agreement shall become effective upon execution of this Agreement by both Parties “Effective Date” and shall remain in effect until this Agreement is terminated, in accordance with Section 13 of this Agreement, or upon termination of the Order.

3. Access to Premises

3.1. Audit Rights

During the term of this Agreement, IR has the right, no more than one time per year to request utilization reports of the Software to confirm that Licensee is acting within the scope of its license.

3.2. In the event the audit reveals that Licensee has exceeded the parameters of this Agreement, Licensee shall pay for such excess, from the date that Licensee exceeded the parameters of this Agreement, as its sole remedy for excess use by Licensee.

4. Copying Rights

4.1. Licensee may only make copies of the Software for back-up and archival purposes, provided that the Licensee shall keep a record of each such back-up copy and the location of its storage and provide all such records to IR upon request. Licensee may copy the Documentation provided by IR solely for its internal use. Licensee may not copy any License Key supplied by IR or its agent.

4.2. If the Licensee is temporarily unable to use the Software on the System, Licensee may use it on another similar system at the same location(s) or a disaster recovery site designated by the Licensee for such time as the System is unable to be used.

4.3. Licensee must ensure that all copies of the Software made in accordance with this Agreement bear all of the copyright, proprietary and other notices that appear on the original Software and are kept within Licensee’s effective control.

4.4. Licensee must not make, or knowingly permit any other person to make, copies, transcriptions, notes or records, store, translate, sell, lease, or otherwise transfer or distribute any of the Software in whole or in part, except as expressly permitted in this Agreement.

5. Maintenance Support Services

5.1. During the Term of this Agreement, where appropriate Software Maintenance Support services are purchased, IR shall allow, but not require, the Licensee to download standard releases of any update or modification of the Software, or part thereof, with appropriate amendments to the User Manual, during such time of the prior to end of life of the release update or modification , upon request by the Licensee.

The terms contained in Exhibit A to this Agreement (“Support Guide”) shall continue through the term of this Agreement. Upon expiration of this Agreement, IR reserves the right to update the terms of the Support Guide.

5.2. During normal business hours from 8:00am – 5:00pm EST, (excluding U.S. national holidays ), IR or its agent, shall answer, by telephone, facsimile or email, questions in relation to the use of the Software by the Licensee.

5.3. Intentionally Omitted.

5.4. If the Licensee requires on-site support or design consultation, such Consulting Services may be provided by IR, or its agent pursuant to a separate SOW.

5.5. Any update or modification of the Software supplied to the Licensee under this Agreement shall

(unless a separate Software License Agreement is entered into in respect of such release) considered as an addition to, as part of or as a replacement of all or part of the Software subject to the same terms and conditions as the Software, but not so as to create a new Software Warranty Period nor to extend the Term of the applicable Order as defined therein.

5.6. Licensee is not obliged to accept any update or modification of the Software, but where Licensee elects not to accept any update or modification of the Software prior to the end of life of the release update or modification to vet such update or modification, IR will not be liable for any loss or damage that Licensee suffers as a result of defects in the Software, which could be remedied by the update or modification.

5.7. If, after execution of this Agreement, Licensee makes changes to its environment to such an extent that it requires IR to make a major technology upgrade or modification to the Software in order to provide the level of functionality and performance expected by all Parties, IR reserves the right to negotiate additional fees with Licensee to account for IR’s increased costs associated with Licensee’s changes to its environment.

5.8. Maintenance Support to be provided by IR, or its agent, under this Agreement do not include:

a) hardware maintenance services;

b) the supply or maintenance of peripheral equipment, accessories or consumables;

c) training of operating staff; or

d) investigation or corrections of errors in software other than the Software.

5.9. Licensee agrees that IR may collect and use Licensee’s technical data about Licensee’s usage of the Software, to facilitate the provision of Software updates, Software Maintenance Support, benchmarking and other services related to the Software. IR’s collection of technical data is limited to the data or information that Licensee provides to IR via the Software and related services. IR may use Licensee’s data solely to provide the Software or services or otherwise to meet its obligations under this Agreement. If Licensee does not want to send usage data to IR, Licensee may opt out following instructions provided by Maintenance Support services.

6. Consulting Services

6.1. IR will perform Consulting Services only under and as set forth in an SOW, as defined below.

6.2. Consulting Services Warranty

IR warrants the Consulting Services will be performed in a timely and professional manner and otherwise in material accordance with each SOW;

IR warrants it will, at its own expense and as its sole obligation and the Licensee’s exclusive remedy for any breach of this Consulting Services Warranty, use commercially reasonable efforts to correct any reproducible material problem that is a result of deficiencies in the Consulting Services provided hereunder, as reported to IR by Licensee in writing during the Consulting Services Warranty Period.

Reserved.

6.3. Remote Services

IR may also require reliable and responsive remote web access to Licensee’s environment via utilization of a web conferencing or web share tool, including but not limited to Cisco WebEx, Microsoft Teams, or Zoom, as provided in an SOW, to provide Consulting Services, that may be required prior to or after an on-site visit.

7. Representations and Warranties

7.1. Each Party represents and warrants to the other that it complies and will continue to comply with the provision of all applicable laws and regulations, is not aware of any interest or obligation which may conflict with this Agreement and that it is not prohibited by any legal sanction from entering into the transactions contemplated hereunder.

7.2. IR Software Warranty

Within the Warranty Period, IR warrants that the Software, when used in accordance with the instructions in the Documentation, will perform in all material respects in accordance with IR’s written Specifications. IR will, at its own expense and subject to any other rights and remedies available to Licensee, use commercially reasonable efforts to correct any reproducible error in the Software reported to IR by Licensee in writing during the Warranty Period.

7.3. Section 8.2 shall each not apply to errors where:

a) the Licensee does not operate the Software in accordance with the instructions for such operation as provided in the Documentation;

b) the Software is subjected to hardware malfunctions or unauthorized use where IR is not at fault; and

c) the Software is altered by Licensee or by a third party through no fault of IR without consent of IR.

Delivery of additional copies of, or revisions or upgrades to, the Software, including releases provided under Maintenance Support services, shall not restart or otherwise affect the Warranty Period. Upon Warranty Period expiry, IR represents and warrants that it will perform in accordance with the Support Guide and Licensee shall have available the remedies set forth therein.

7.4. Disclaimer

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED OR REFERENCED HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND IR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, IN CONNECTION WITH THE INSTALLATION AND USE OF THE SOFTWARE, WHETHER EXPRESS, IMPLIED, OR STATUTORY. IR EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. IR DOES NOT WARRANT OR REPRESENT THAT USE OF SOFTWARE OR MAINTENANCE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. IR MAKES NO WARRANTY RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. IR DOES

NOT MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE

SOFTWARE OR SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.

7.5. Licensee Representations and Warranties

Licensee represents and warrants that Licensee:

a) will not use the Software for any purpose or in any manner not expressly permitted by this Agreement;

b) will protect the Software from unauthorized use, access, or disclosure in the same manner that a reasonably prudent person would exercise under similar circumstances.

8. Indemnity

8.1. Indemnity

(a) IP Indemnity. IR at its expense will indemnify and hold Licensee harmless with respect to every claim that may be brought against Licensee or Affiliates, officers that use the Software or Services of an Order, for any alleged infringement of any patent, copyright, industrial design right, utility model or other industrial and intellectual or proprietary right based on IR's activity under an Order, or the manufacture, marketing, sale, or use of the Software or Services (i) alone,

(ii) in combination by reason of their content, design or structure, or (iii) in combination in accordance with IR's recommendations. IR will investigate and defend or otherwise handle every such claim, and at Licensee's request, assist Licensee in Licensee's investigation, defense, or handling of any such claim. IR will pay all expenses and damages or settlement amounts that Licensee and others selling Licensee's products or using the Software or Services of an Order may sustain by reason of each such indemnified claim. IR's obligations will apply even though Licensee furnishes all or any portion of the design and specifies all or any portion of the processes used by IR. In the event a claim of infringement is asserted, IR may replace or modify the Software or Services to make them non-infringing, provided that Licensee approves such replacement or modification and agrees in writing that such replacement or modification achieves the substantive results of the original version of such Software or Services, or IR may procure at its expense a license for Licensee to use the allegedly infringing Software or Services.

Notwithstanding the foregoing, IR shall have no obligation with respect to claims to the extent that they are based upon: (i) the combination of Software with any items not supplied or authorized by IR, where, in the absence of such incorporated or combined item, there would not be infringement; (ii) any modification or change to the Software by any entity other than IR or its agent, if, in the absence of such alteration or modification, the Software would not be infringing; or (iii) any failure by Licensee to implement updated, revised or repaired modifications or replacements distributed by IR to address any alleged infringement.

8.2 Indemnification Procedure. Licensee will notify IR in writing if indemnification is sought; however, failure to do so will not relieve IR, except to the extent that IR is materially prejudiced.

Licensee is entitled to:

(a) regular updates on proceeding status;

(b) participate in the defense of the proceeding;

(c) employ its own counsel; and to

(d) retain control of the defense, at its own cost and expense, if Licensee deems necessary. IR will not, without the Licensee’s prior written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding.

Any litigation activity on behalf of the State of Michigan as Licensee or any of its Affiliates, under this Section must be coordinated with the Michigan Department of Attorney General. An attorney designated to represent the State of Michigan may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

The State of Michigan is constitutionally prohibited from indemnifying Contractor or any third parties and does not agree to any such obligation, under this Agreement.

9. Intellectual Property Rights

9.1. Ownership Rights

Licensee understands and acknowledges that IR and/or its parents, subsidiaries and Affiliates retain all intellectual property rights, in and to the Software and IR’s Confidential Information that it discloses hereunder and except as expressly stated herein, Licensee does not acquire any licenses or any other intellectual property rights therein. Licensee shall not attempt to modify, tamper with, disassemble, or merge all or any part of the Software with any other software or item, or otherwise attempt to discover or disclose the methods and concepts embodied in the Software or the License Key, or cause or permit any third party to do so.

Licensee shall not use the Software, or any Confidential Information obtained from IR hereunder, in the design, development, marketing or sale of any competitive product or for any other purpose not specifically set forth in this Agreement. Without the prior written consent of IR, Licensee shall not permit any other computer program to be written or developed based on the Software or on any IR Confidential Information.

9.2. Work Product

The Parties acknowledge that the Consulting Services to be provided by IR hereunder involve the installation, implementation and optimization of IR's proprietary Software. It is not the intention of the Parties that IR create any work product or work made for hire. Any references to customization relates only to configuration of standard Software functionality. For purpose of clarity, any APIs created by Licensee shall remain the property of Licensee.

9.3. Extended Solutions are not included in existing Product Assurance or Maintenance Support.

Break/fix resolution and enhancement requests can be accomplished at the time of need by utilizing available Consulting Services hours, or by pre-purchasing a reserved block of hours that can be drawn down as required over the course of a year.

10. Trademarks

10.1. Licensee acknowledges the validity of IR’s trademarks and that the same are the property of IR. Licensee will not infringe upon, damage, or contest the rights of IR in any trademarks. Should any such rights accrue to Licensee, Licensee hereby assigns all such rights to IR.

10.2. IR may provide for Licensee’s use in marketing and providing Managed Services, certain materials including user documentation and marketing materials, such as Software brochures, manuals, technical specification sheets, demonstration presentations including “screen shots”, Software education and training materials, Software descriptions for use on website pages (“Licensed Materials”). Subject to Licensee’s compliance with the terms and conditions of this Agreement, IR grants Licensee a non-assignable, non-transferable, non-sub-licensable, revocable, non-exclusive license to: (i) modify and create derivative works of the Licensed Materials by creating technically accurate subsets and supersets thereof; and (ii) reproduce and distribute or display the Licensed Materials (in their original form or as modified by Licensee as provided above) to its Customers in connection with its provision of Managed Services to such Customers; provided, that Licensee will provide IR with samples, and obtain IR’s written approval of all materials that contain the Licensed Materials or otherwise contain any IR trademarks, prior to their public use, distribution or display. At IR’s request, Licensee will modify or discontinue any use of IR’s trademarks. Licensee must not remove, modify or obscure in any way the proprietary rights notices of IR or its suppliers that appear on or within the Software and Licensed Materials or that appear during use of the Software. From time to time in its sole discretion, IR may reasonably introduce and require Licensee to follow additional branding and/or logo guidelines. Any such additional branding will be specified by IR. Nothing herein shall restrict IR’s legal or equitable rights to protect its trademarks against infringement, dilution, or other misuse. Licensee agrees that, as between IR and Licensee, IR owns all proprietary rights in its trademarks, and all goodwill arising from use of its marks will inure solely to the benefit of IR.

11. Confidential Information

11.1. Obligations

The Parties may exchange information for the purposes of this Agreement. During the course of this Agreement, one Party ("Owner") may disclose to the other Party ("Recipient"), information that it considers proprietary or confidential (“Confidential Information”).

The term “Confidential Information” does not include any information or documentation that was or is: (i) in the possession of the State of Michigan and subject to disclosure under the Michigan Freedom of Information Act (FOIA);

Each Party shall use reasonable commercial efforts to label or identify its Confidential Information as “Confidential” or “Proprietary”. Each Party shall hold the other’s Confidential Information in confidence and not reveal it to any third party. Recipient shall use the Owner’s Confidential Information only to further the purposes of this Agreement and shall not use same for its own or any other party’s benefit. Licensee will not disclose any Confidential Information.

. Recipient agrees that all Confidential Information shall remain the property of Discloser.

Nothing contained herein shall be construed as granting or implying any transfer or rights to the Recipient in the Confidential Information, or any other intellectual property protecting or relating to the Confidential Information.

11.2. Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as Recipient uses to protect its Confidential Information. The Recipient shall reproduce the Owner’s proprietary and confidential markings on any authorized copy it makes of the Confidential Information. Each party shall promptly notify the other if it becomes aware of any unauthorized access, use or disclosure of Confidential Information and must give Owner all reasonable assistance in connection with any action, demand, claim or proceeding attempting to reclaim or restrict the disclosure of such Confidential Information.

11.3. The obligations under this Confidential Information section 13 shall continue for so long as the Owner treats the Confidential Information disclosed to Recipient hereunder as confidential and for trade secrets, for the period that such information constitutes trade secrets under applicable law. Upon request and direction, each Party agrees to promptly return or destroy all originals and copies of any Confidential Information either may have obtained from the other.

12. Limitation of Liability

EXCEPT FOR INDEMNIFCATION OBLIGATIONS OF IR, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE MAXIMUM LIABILITY TO THE OTHER PARTY, UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE VALUE OF INVOICES PAID BY LICENSEE IN THE TRANSACTION IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM AS IDENTIFIED IN THE PARTICULAR ORDER THAT IS THE SUBJECT OF THE CAUSE OF ACTION OR IF THE LIABILITY DOES NOT ARISE IN RELATION TO A SPECIFIC ORDER, THE SUM OF THE AMOUNTS PAID BY LICENSEE IN THE PREVIOUS TWELVE MONTHS IMMEDIATELY PRIOR TO THE THEN CURRENT CLAIM ARISING FOR THE SOFTWARE OR SERVICES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE LOSSES, DAMAGES, OR FOR ANY LOSS OF USE OR GOODWILL, INTERRUPTION OF BUSINESS, LOSS OR INACCURACY OF BUSINESS INFORMATION OR DATA, LOST OR ANTICIPATED LOSS OF PROFITS OR SAVINGS, REVENUE, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, HOWSOEVER DESCRIBED OR CLAIMED; WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT EITHER PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH.

13. Termination

13.1. Each Software License will terminate upon Termination of the Order. Without limitation, this Agreement may be terminated prior to the termination of the Order:

a) by an agreement in writing duly signed by the Parties hereto.

b) by IR under any of the following conditions:

i) at any time if Licensee materially breaches any of the terms or conditions of this Agreement as they relate to Licensee’s obligations under Sections 8.1 (Representations and Warranties), Section 11 (Intellectual Property Rights), and 13 (Confidential Information), and fails to remedy such breach within thirty (30) days after written notice from IR.

13.2. The Licensee may terminate this Agreement at any time when it is not in breach hereunder upon at least thirty (30) days’ prior written notice to IR.

13.3. .

13.4. Consequences of Termination

a) Upon termination of this Agreement for any reason, all rights granted to Licensee under this Agreement will immediately cease.

b) Upon termination of this Agreement, the Licensee will discontinue use of the Software, erase all copies of the Software from the Licensee’s computers, and return to IR or destroy all copies of the Software on tangible media and certify in writing to IR that it has fully complied with these requirements.

c) Termination of this Agreement, whether by lapse of time or otherwise, shall be without prejudice to any right or remedy which may have accrued to IR or Licensee or may thereafter so accrue.

d) Licensee acknowledges and agrees that no property right accrues to Licensee in its right to license Software and services.

13.5. All provisions of this Agreement, which by their nature should survive, shall survive termination or expiration of Licenses and Services, and will continue to the benefit of and be enforceable by the respective Parties.

14. Force Majeure

14.1. Where any failure, interruption or delay by a Party in the performance of its obligations under this Agreement is caused, directly or indirectly, by a Force Majeure Event, the Party:

a) is not liable for that failure or delay; and

b) its obligations under this Agreement are suspended, to the extent to which they are affected by the relevant Force Majeure Event, for the duration of the Force Majeure Event.

14.2. The Party seeking the benefit of this Section 17.1 shall give notice to the other as soon as practicable after becoming aware of the Force Majeure and shall proceed with all reasonable dispatch after the cessation of the circumstances giving rise to the Force Majeure to resume performance under this Agreement.

15. Assignment and Access

15.1. The Licensee may use the services of third parties for the installation of new licensed Software, upgrades to existing licensed Software and other changes.

15.2. This Agreement shall not be assigned or otherwise transferred by either Party (whether voluntarily, involuntarily, by way of merger, by operation of law, or otherwise), in whole or in part, except with the prior written consent of the other Party, except as may be required by Executive Order, or other legal requirement. . Any attempts to assign or otherwise transfer this Agreement or the Software without prior written consent, unless required by Executive Order or other legal requirement, shall be null and void and the non-assigning Party may terminate this Agreement upon written notice to the other Party.

15.3. Intentionally Omitted.

15.4. This Agreement binds and benefits the Parties and their respective successors and permitted assigns under Section 18.1.

16. Export Regulations

Both Parties shall comply with all applicable laws, regulations and rules relating to the export of technical data, and shall not export or re-export any technical data, any products received from the disclosing Party or the direct product of such technical data in violation of such applicable laws, regulations and rules. Each Party represents that it is not named on any U.S. government denied-party list. Licensee shall not permit any access or use Software in an embargoed country or in violation of any export law or regulation.

17. Governing Law, Jurisdiction and Venue

This Agreement and any action related thereto will be governed and interpreted by and under the laws of Michigan without regard to any conflict of laws provisions that might otherwise apply.

18. Miscellaneous

18.1. No waiver

Failure of a Party to exercise a right, does not waive that right or prevent its exercise later. No waiver shall be effective unless in writing and signed by the Parties.

18.2. Rights Cumulative

Subject to any express provision in this Agreement to the contrary, the rights of a Party under this Agreement are cumulative and are in addition to any other rights of that Party.

18.3. Severability

Any provision that is finally determined to be illegal, contrary to public policy, unenforceable, invalid, or void under any law in any jurisdiction (“Invalid Term”) must, in relation to that jurisdiction: a) be read down to the minimum extent necessary to achieve its validity, if applicable; b) be severed from this Agreement in any other case, without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction. The remaining provisions of this Agreement will remain in full effect.

18.4. Entire Agreement

This Agreement together with any documents expressly incorporated by reference herein (Including without limitation the IR Customer Support Policy attached hereto) contains the entire and complete agreement between IR and Licensee and supersedes and replaces any other prior agreements, terms and conditions, proposals (oral or written), arrangements, representations, conditions, warranties, covenants and all other communications or understandings that may have existed or may exist, whether oral or written. This Agreement creates no third-party beneficiary rights.

18.5. No right of set off

Neither Party has a right of set-off against a payment due to another Party.

18.6. Variation

Neither Party may amend or modify this Agreement except by a writing signed by the Parties that specifically identifies the part or parts of this Agreement to be modified or amended. .

18.7 Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq., the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., and Executive Directive 2019-09, IR and its subcontractors agree not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex (as defined in Executive Directive 2019-09), height, weight, marital status, partisan considerations, any mental or physical disability, or genetic information that is unrelated to the person’s ability to perform the duties of a particular job or position. Breach of this covenant is a material breach of the Agreement.

18.8 Strategic Partners

Strategic Partners. IR represents and warrants that it is neither currently engaged in nor will engage in the boycott of a person based in or doing business with a strategic partner as described in 22 USC 8601 to 8606.

18.9 Audit

The State of Michigan shall have the right to audit compliance with this contract in accordance with MCL 18.1470.

18.10 Unfair Labor Practice

Under MCL 423.324, the State of Michigan may void any Agreement with IR or its subcontractors if they appear on the Unfair Labor Practice register compiled under MCL 423.322.

19. Notices

Licensee may give notice to IR at the following address: Integrated Research Inc. 4700 Syracuse St., Ste 10, Denver, CO 80237. Notices to IR shall be copied to legal@ir.com Attn: Legal. Any notice demand, certification or other communication given or required in this Agreement will be in writing, in the English language and must be signed by an authorized representative. Notices to Licensee will be sent to the attention of; Lauren Stempek at 320 S. Walnut St., Lansing, MI 48933.

20. Definitions

“Agent” means a person that is configured on a contact center System being managed by the Software.

Where a contact center system does not have configurable agents, the number of unique extensions or resource identifiers will be a substitute.

“Affiliate” means, with regard to IR, any company or legally recognizable entity that directly or indirectly:

(a) controls that Party; (b) is controlled by that Party; or (c) is under common control with that Party, where control is defined as possession of the power to direct or cause the direction of the management mailto:commercial.management@ir.com and policies of a such entity, through direct or indirect majority ownership or minimum percentage ownership that would grant the Party a controlling interest in such entity. An entity will be deemed an Affiliate only so long as such control exists. For clarity, for the purposes of this Agreement, an “Affiliate” of the State of Michigan includes without limitation a department, bureau, commission, board, authority, or agency of the State of Michigan.

“Consulting Services” means any software related services requested by Licensee which will be provided by IR, or its agent, but does not include Maintenance Support Services, as specified in an Order. IR reserves the right to change daily Consulting Services rates from time to time.

“Consulting Services Warranty Period” means the ninety (90) one hundred and eighty (180) day period from the provision of the Consulting Services.

“Delivery Date” means the date on which IR has furnished or shipped to the Licensee both the Software and the License Key, which enables use of the Software.

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