Open_Text_BWC_eDiscovery_Addendum_04.11.2025.pdf

ADDENDUM

The following is an Addendum to renew the Agreement between Open Text, Inc. (the “Supplier”), having an address of 2440 Sand Hill Road, Suite 301, Menlo Park, CA 94025, and the State of Ohio, Bureau of Workers' Compensation (the “Bureau”), having offices at 30 W. Spring Street, Columbus, Ohio 43215-2256, each a “party” and collectively the “parties” to the Agreement entered previously for eDiscovery, Digital Forensics, and Legal Review Solutions for two (2) years, July 1, 2025 through June 30, 2027.

WHEREAS, it is expressly understood and agreed that all contracts to which the Bureau is a party must conform to Ohio statutes and rules;

WHEREAS, it is expressly understood and agreed that approval of this Agreement by the Office of Budget and Management and certif ication of the availability of funds sufficient to meet the obligation to be incurred hereunder, pursuant to Ohio Revised Code Section 126.07, shall be conditions precedent to the creation of any obligation under this contract; and WHEREAS, it is expressly understood and agreed that the Bureau cannot agree to deposits, cancellation fees, indemnification, out-of-pocket expenses, additional expenses, liquidated damages, arbitration, or other similar payments, penalties, or contingencies because to do so would incur a debt on behalf of the State for which no funds have been appropriated, in derogation of Ohio law and/or in violation of the accounting principles of the Office of Budget & Management;

THEREFORE, the parties mutually agree to the following Terms and Conditions:

TASK DESCRIPTION. The Supplier, in consideration of the Bureau's promise to pay remuneration, agrees and promises to assume full responsibility for the completion of the work hereunder, in accordance with the terms and conditions of the Agreement. The Supplier agrees to provide services, software licensing, support and maintenance as described in the following Order Schedules and Work Order (“SOW”) , which are incorporated by reference and summarized as follows:

In Fiscal Year 2026 (beginning July 1, 2025 and ending June 30, 2026), State of Ohio - Ohio Bureau of Workers Compensation_Order Schedule SOW 2025-2026_24MAR2025F:

Professional Services (the “Services”) on a time and materials basis for the OpenText™ (OT) eDiscovery Professional Services Project, 100 hours of professional service (50 hours of EnCase professional services and 50 hours for Axcelerate professional services), along with Software licensing, Support and Maintenance, In Fiscal Year 2027 (beginning July 1, 2026 and ending June 30 2027), State of Ohio - Ohio Bureau of Workers Compensation_Order Schedule 2026-2027_27MAR2025:

Sof tware License Fees, Including 12 months of Open Text Prime Protect Support and Maintenance.

AMOUNT AND METHOD OF PAYMENT. The Bureau, in consideration of the Supplier’s promise to perform in accordance with the terms of the Agreement, agrees and promises to pay the Supplier according to the following terms:

In Fiscal Year 2026, notwithstanding any other terms of the Agreement, total charges shall not exceed the amount of two hundred thousand six hundred eighty-three dollars ($200,683.00), unless additional sums are agreed to in writing.

In Fiscal Year 2027, notwithstanding any other terms of the Agreement, total charges shall not exceed the amount of one hundred seventy-seven thousand one hundred seventeen dollars and f ifteen cents ($177,117.15), unless additional sums are agreed to in writing.

For the two (2) year term of the contract, notwithstanding any other terms of the Agreement, Total Charges shall not exceed the amount of three hundred seventy-seven eight hundred dollars and f ifteen cents ($377,800.15), unless additional sums are agreed to in writing.

The Bureau shall use its best efforts to pay the Supplier within thirty (30) days upon receipt of Supplier’s properly submitted invoice. Failure to pay the Supplier promptly within thirty (30) days entitles the Supplier only to interest on the amount due and payable at the rate allowed by law in accordance with the provisions of Ohio Revised Code Section 126.30. Failure to promptly pay within thirty (30) days shall not be deemed to constitute default by the Bureau

TIME OF PERFORMANCE AND RENEWAL. The Supplier and the Bureau agree that performance pursuant to this Agreement shall commence on July 1, 2025, or the date on which satisfaction of all conditions precedent is made, and shall be completed on June 30, 2027, unless renewed. This Agreement can be renewed at the sole discretion of the Bureau. This Agreement shall become effective upon the execution by all parties to the Agreement, and on compliance with all conditions precedent.

CONDITIONS PRECEDENT. It is expressly understood and agreed that approval of this Agreement by the Office of Budget and Management and certification of the availability of funds sufficient to meet the obligation to be incurred hereunder, pursuant to Ohio Revised Code Section 126.07, shall be conditions precedent to the creation of any obligation under this contract.

It is further agreed that the approval for expenditure of funds pursuant to this Agreement shall be obtained from the Ohio State Controlling Board, in the event the aggregate sum of this Agreement in conjunction with all monies disbursed and/or encumbered in this f iscal year pursuant to non-competitively bid contracts equals or exceeds $50,000.00, and is an express condition precedent to the creation of any obligation pursuant to this Agreement.

None of the duties or obligations in this Agreement are binding on the State, and the Supplier will not begin performance on this Agreement, until such conditions are satisfied and the Bureau issues an official State of Ohio Purchase Order (P.O.) and the P.O. is received by the Supplier.

State appropriations expire on June 30 of every odd-numbered year. The Bureau's duty to make payments also expires on June 30 of every odd-numbered year. Continuation thereafter is conditioned upon Renewal to continue the contract into the next biennium budget period. All payment obligations of this Agreement are subject to appropriation and, unless renewed, terminate at the end of the State of Ohio biennium budget period, to wit: the 30th day of June of each odd-numbered year.

APPLICABLE STATE LAW AND JURISDICTION. The terms and conditions contained herein shall be construed and interpreted in accordance with the laws of the State of Ohio. Any dispute arising from this Agreement shall be governed by the laws of the State of Ohio. The parties mutually agree to submit exclusively and irrevocably to the jurisdiction of Ohio Court of Claims in any dispute arising f rom this Agreement. Any damage claims are subject to the provisions of Ohio Revised Code Chapter 2743. The state does not agree to indemnification cancellation fees, attorney fees, prejudgment interest, or other collection costs and any contrary provisions are void.

OHIO ELECTIONS LAW. Supplier hereby certifies that no applicable party listed in Divisions (I), (J), (Y) and (Z) of O.R.C. Section 3517.13 has made contributions in excess of the limitations specified under Divisions (I), (J), (Y) and (Z) of O.R.C. Section 3517.13.

CONFLICTS OF INTEREST AND ETHICS COMPLIANCE CERTIFICATION. Supplier affirms that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict, in any manner or degree, with the performance of services which are required to be performed under any resulting Contract. In addition, Supplier af f irms that a person who is or may become an agent of Supplier, not having such interest upon execution of this Contract shall likewise advise the Bureau in the event it acquires such interest during the course of this Contract.

Supplier agrees to adhere to all ethics laws contained in Chapters 102 and 2921 of the Ohio Revised Code governing ethical behavior, understands that such provisions apply to persons doing or seeking to do business with the Bureau, and agrees to act in accordance with the requirements of such provisions; and warrants that it has not paid and will not pay, has not given and will not give, any remuneration or thing of value directly or indirectly to the Bureau or any of its board members, officers, employees, or agents, or any third party in any of the engagements of this Agreement or otherwise, including, but not limited to a f inder’s fee, cash solicitation fee, or a fee for consulting, lobbying or otherwise.

INDEPENDENT CONTRACTOR RELATIONSHIP. It is mutually understood and agreed that the Supplier is at all times acting as an Independent Contractor in performing services under this Agreement and shall not be considered a public employee for the purpose of Ohio Public Employees Retirement System (OPERS) benefits. Supplier shall be responsible for compliance with all laws, rules, regulations involving, but not limited to, employment of labor, hours of labor, health and safety, working conditions and payment of wages. The persons provided by the Supplier shall be solely the Supplier's employees and shall not be considered public employees for the purpose of OPERS benef its, or employees of the Bureau. The Supplier shall be responsible for payment of federal, state, and municipal taxes and costs such as social security, unemployment, workers' compensation, disability insurance, and federal and state withholding with respect to its employees.

NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY . The Supplier will comply with all state and federal laws regarding equal employment opportunity and fair labor and employment practices, including Ohio Revised Code Section 125.111 and all related Executive Orders.

Before a contract can be awarded or renewed, for any amount of $5,000.00 or more, an Affirmative Action Program Verif ication Form must be submitted to the Ohio Department of Development to comply with the Ohio affirmative action requirements. More information regarding the Affirmative Action Verification Form requirement for goods and services contracts can be found at the following web site:

https://development.ohio.gov/business/construction -compliance#AffirmativeActionProgramVerificationGoodsandServices

The State encourages the Supplier to purchase goods and services from Minority Business Enterprise (MBE) and Encouraging Diversity, Growth and Equity (EDGE) vendors.

PROHIBITION OF THE EXPENDITURE OF PUBLIC FUNDS FOR OFFSHORE SERVICES. No State Cabinet Agency, Board or Commission will enter into any contract to purchase services provided outside of the United States or that allows State data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely outside (located) of the United States, unless a duly signed waiver f rom the State has been attained.

Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid for services the Supplier performs outside of the United States for which it did not receive a waiver. The State does not waive any other rights and remedies provided to the State in the Contract.

Further, no State agency, board, commission, State educational institution, or pension fund will make any purchase f rom or investment in any Russian institution or company. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid to Supplier for purchases or investments in a Russian institution or company in violation of this paragraph. The provisions of this paragraph will expire when the applicable Executive Order is no longer ef fective.

The Supplier must complete the Contractor/Subcontractor Af f irmation and Disclosure Form:

https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/Affirmation_and_Disclo sure_Form_5-20-24_fillable_form.pdf af f irming the Supplier understands and will meet the requirements of the above prohibition. During the performance of this Contract, if the Supplier changes the location(s) disclosed on the Affirmation and Disclosure Form, Supplier must complete and submit a revised Af f irmation and Disclosure Form ref lecting such changes.

BOYCOTTING. Pursuant to Ohio Revised Code 9.76(B) Supplier warrants that Supplier is not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade, including Israel, and will not do so during the contract period.

ELECTRONIC SIGNATURES, COUNTERPARTS, AND FACSIMILES. An electronic signature shall have the same force and ef fect as an original signature, this document may be signed in counterparts, and electronic or facsimile copies shall have the same force and ef fect as an original.

https://development.ohio.gov/business/construction-compliance#AffirmativeActionProgramVerificationGoodsandServices https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fdam.assets.ohio.gov%2Fimage%2Fupload%2Fprocure.ohio.gov%2Fpdf%2FStateLocalAgencies%2FResources_Forms%2FAffirmation_and_Disclosure_Form_5-20-24_fillable_form.pdf&data=05%7C02%7CGary.N.1%40bwc.ohio.gov%7C2aa6b9d930bc4414e1aa08dc8fdb12f3%7C50f8fcc494d84f0784eb36ed57c7c8a2%7C0%7C0%7C638543418280717444%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=oLiUOWjn6VmJmopVWUqryQ2VMS%2B60GfmTv1ueMm%2Fbw0%3D&reserved=0 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fdam.assets.ohio.gov%2Fimage%2Fupload%2Fprocure.ohio.gov%2Fpdf%2FStateLocalAgencies%2FResources_Forms%2FAffirmation_and_Disclosure_Form_5-20-24_fillable_form.pdf&data=05%7C02%7CGary.N.1%40bwc.ohio.gov%7C2aa6b9d930bc4414e1aa08dc8fdb12f3%7C50f8fcc494d84f0784eb36ed57c7c8a2%7C0%7C0%7C638543418280717444%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=oLiUOWjn6VmJmopVWUqryQ2VMS%2B60GfmTv1ueMm%2Fbw0%3D&reserved=0

ORDER OF PRIORITIES. If any provisions of the Agreement conflict with any provisions of this Addendum, this Addendum shall control.

OPEN TEXT, INC. STATE OF OHIO, BUREAU OF

TAX I.D. # ____________________________ WORKERS' COMPENSATION

Signature Signature

Name Name

Title Title

Date Date

Open Text BWC eDiscovery Addendum 04.11.2025

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