HomeMy WebLinkAboutContract 2025-070ADocusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
AGREEMENT No. 2025-070
CLOUD SOLUTIONS
THIS AGREEMENT is made and entered into this 1st day of September 2025, by and between
the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of
Florida whose address is: 685 W. Montrose Street, Clermont, Florida (hereinafter referred to as
"CITY"), and CARAHSOFT TECHNOLOGY CORPORATION, whose address is: 1860 Michael
Faraday Drive, Suite 100, Reston, VA, 20190, (hereinafter referred to as "CONTRACTOR").
WHEREAS, NASPO , through the public procurement process, awarded an Agreement for Cloud
Solutions Contract No. 43230000-NASPO-I6-ACS;
WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's
response thereto, and Agreement in accordance with CITY's procurement policy; and
WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and
conditions of the NASPO Contract Number 43230000-NASPO-I6-ACS;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
1. SCOPE OF WORK
The CONTRACTOR shall furnish cloud solutions as described in the NASPO Contract Number
43230000-NASPO- I 6-ACS, which is attached hereto and incorporated herein as Exhibit "A" and
shall perform everything required by this Agreement and the other exhibits attached hereto.
Provided, however, that nothing herein shall require CITY to purchase or acquire any items or
services from CONTRACTOR that is not specified in CITY's purchase order. To the extent of a
conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall
prevail and govern. In all instances, the CITY purchasing policy, resolutions, and ordinances shall
apply.
2. THE CONTRACT SUM
CITY shall pay CONTRACTOR for the faithful performance of the Agreement as set forth in the
Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and
incorporated herein.
3. TERM AND TERMINATION
A. This Agreement is to become effective upon execution by both parties, and shall remain
in effect until Wednesday, September 30, 2026 unless terminated or renewed by NASPO
B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice
to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's
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convenience upon thirty (30) days written notice to CONTRACTOR b) if
CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general
assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of
the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a
labor dispute, which threatens to have a substantial, adverse impact upon the performance
of this Agreement, without prejudice to any other right or remedy CITY may have under
this Agreement. In the event of such termination, CITY shall be liable only for the
payment of all unpaid charges, determined in accordance with the provisions of this
Agreement, for work properly performed and accepted prior to the effective date of
termination.
C. Upon mutual Agreement of the parties, this Agreement may be renewed for successive
terms of twelve (12) months per term.
4. PROVISION OF SERVICES AND COMPLETION OF WORK
A. The CONTRACTOR shall only provide to CITY the services contained under the Scope
of Work upon receipt of an authorized order from CITY and shall provide the requested
items in the timeframe and as set forth in NASPO Contract Number 43230000-NASPO-
16-ACS or in the specific purchase order or authorized order submitted by CITY.
Nothing herein shall obligate CITY to purchase any specific amount of product from
CONTRACTOR or create an exclusive purchase agreement between CITY and
CONTRACTOR. CITY shall not be obligated or required to pay for any items received
until such time as CITY has accepted the items in accordance with the order provided to
CONTRACTOR.
B. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if
there is an issue or question related to the fulfillment of the order or whether there will be
any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY
will preclude CONTRACTOR from seeking payment of any kind for any items that were
delayed in delivery. Upon receipt of notification of the delay, CITY may, at its sole
option, cancel the order and seek the items from any available source.
C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any
gasoline, diesel, kerosene, LP gas, and bio-diesel herein by CITY or by any agent or
representative as in compliance with the terms of this Contract shall not operate as a
waiver by the CITY of strict compliance with the terms of this Contract and the CITY
may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas,
and bio-diesel so as to comply with the warranties and specifications hereof.
D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY
to purchase any minimum quantity of product during the term hereof.
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5. PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents, the CONTRACTOR
shall submit an invoice to the CITY upon completion of the services and delivery of products as
set forth in the applicable purchase order. The CITY shall make payment to the CONTRACTOR
for all accepted deliveries and undisputed products delivered and services provided within thirty
(30) calendar days of receipt of the invoice.
6. DISPUTE RESOLUTION - MEDIATION
A. Any claim, dispute, or other matter arising out of or related to this Agreement shall be
subject to mediation as a condition precedent to voluntary arbitration or the institution of
legal or equitable proceedings by either party.
B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes, and other
matters in question between them by mediation.
C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall
be held in Clermont, Lake County, Florida unless another location is mutually agreed
upon. Agreements reached in mediation shall be enforceable as settlement Agreements in
any court having jurisdiction thereof.
7. INSURANCE AND INDEMNIFICATION RIDER
7.1. Worker's Compensation Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's
Compensation Insurance for all its employees connected with the work of this Project and, in case
any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide
Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such
employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall
comply with the Florida Worker's Compensation Law. In case any class of employees engaged in
hazardous work under this Agreement at the site of the Project is not protected under the Worker's
Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the
CITY, for the protection of employees not otherwise protected.
7.2. CONTRACTOR's Commercial General Liability Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial
General Liability and Business Automobile Liability Insurance as shall protect it from claims for
damage for personal injury, including accidental death, as well as claims for property damages
which may arise from operating under this Agreement whether such operations are by itself or by
anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows:
A. CONTRACTOR's Commercial General Liability, $1,000,000 Each ($3,000,000
aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
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B. Cyber Liability (E&O), $1,000,000 Each occurrence ($1,000,000 aggregate).
C. Professional Liability, $1,000,000 Each occurrence ($1,000,000 aggregate).
The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended
to provide coverage on an occurrence basis.
7.3. Indemnification Rider
A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold
harmless the CITY and its employees from and against all claims, damages, losses, and
expenses, including but not limited to reasonable attorney's fees, arising out of or
resulting from its performance of the Work, provided that any such claim, damage, loss
or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property (other than the Work itself), and (2) is caused in whole or
in part by any negligent act or omission of the CONTRACTOR, any subcontractor,
anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable, regardless of whether or not such acts are caused in part by a party
indemnified hereunder. Such obligation shall not be construed to negate, abridge, or
otherwise reduce any other right to obligation of indemnity which would otherwise exist
as to any party or person described in this Article; however, this indemnification does not
include the sole acts of negligence, damage or losses caused by the CITY and its other
contractors.
B. In any and all claims against the CITY or any of its agents or employees by any
employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly
employed by any of them, or anyone for whose acts any of them may be liable, the
indemnification obligations under this Paragraph shall not be limited in any way by any
limitation on the amount or type of damages, compensation or benefits payable by or for
the CONTRACTOR or any subcontractor under workers' or workmen's compensation
acts, disability benefit acts or other employee benefit acts.
C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and
valuable consideration from the CITY for the indemnification provided herein.
8. NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with return
receipt requested and postage prepaid, or by nationally recognized overnight courier service to the
address of the party set forth below. Any such notice shall be deemed given when received by the
party to whom it is intended.
CONTRACTOR:
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Carahsoft Technology Corporation
11493 Sunset Hills Road, Suite 100, Reston, VA, 20190
Attn: Natalie LeMay, Contracts Manager
OWNER:
City of Clermont
685 W. Montrose Street, Clermont, FL 34711
Attn: Rick Van Wagner, Interim City Manager
Either party may change the name of the person receiving notices and the address at which notices
are received by so advising the other party in writing.
9. MISCELLANEOUS
9.1. Attorneys' Fees
In the event a suit or action is instituted to enforce or interpret any provision of this Agreement,
the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as
attorneys' fees at trial or on any appeal, in addition to all other sums provided by law.
9.2. Waiver
The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate
as a waiver of any subsequent breach of such provision or of such provision itself and shall in no
way affect the enforcement of any other provisions of this Agreement.
9.3. Severability
If any provision of this Agreement or the application thereof to any person or circumstance is to
any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified
in such a manner as to make the Agreement valid and enforceable under applicable law, the
remainder of this Agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest
extent permitted by applicable law.
9.4. Amendment
Except for as otherwise provided herein, this Agreement may not be modified or amended except
by an Agreement in writing signed by both parties.
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9.5. Entire Agreement
This Agreement, including the documents incorporated by reference, contains the entire
understanding of the parties hereto and supersedes all prior and contemporaneous Agreements
between the parties with respect to the performance of services by CONTRACTOR.
9.6. Assignment
Except in the event of a merger, consolidation, or other change of control pursuant to the sale of
all or substantially all of either party's assets, this Agreement is personal to the parties hereto and
may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of
CITY.
9.7. Venue
The parties agree that the sole and exclusive venue for any cause of action arising out of this
Agreement shall be Lake County, Florida.
9.8. Applicable Law
This Agreement and any amendments hereto are executed and delivered in the State of Florida and
shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of
Florida.
9.9. Public Records
The CONTRACTOR expressly understands records associated with this project are public records
and agrees to comply with Florida's Public Records law, including the following:
A. Keep and maintain public records that ordinarily and necessarily would be required by
the CITY in order to perform the services contemplated herein.
B. Provide the public with access to public records on the same terms and conditions that the
CITY would provide the records and at a cost that does not exceed the cost provided in
Florida's Public Records law or as otherwise provided by law.
C. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all
public records in possession of CONTRACTOR upon the termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. The CONTRACTOR shall make reasonable
efforts to provide all records stored electronically to the CITY in a format compatible
with the information technology systems of the CITY.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE
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CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331.
10. AGREEMENT DOCUMENTS
The Agreement Documents, as listed below, are herein made fully a part of this Agreement as if
herein repeated.
Document Precedence:
A. This Agreement
B. Purchase Order
C. An applicable Contractor Quote or Statement of Work
D. All documents contained in the NASPO Contract Number 43230000-NASPO-I6-ACS.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF CLERMONT
Signed by:
D99CA96BEB984B7...
SIGNATURE
Tim Murry
FULL NAME
Mayor
TITLE
10/7/2025
DATE SIGNED
CARAHSOFT TECHNOLOGY
CORPORATION
E
Signed by:
is 1
065984ACC6C94B8...
SIGNATURE
Natalie LeMay
FULL NAME
Contracts Manager
TITLE
10/7/2025
DATE SIGNED
ATTEST
DocuSigned by:
T�cy A44.,yd Hoavc
3AD7F34905B344A...
SIGNATURE
Tracy Ackroyd Howe
FULL NAME
City Clerk
TITLE
10/7/2025
DATE SIGNED
ne
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Exhibits List
A - Agreement 43230000-NASPO-I6-ACS
B - Carahsoft - Locality Media dba First Due Quote 52245324
C - Locality Media dba First Due - Agreement for Services
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
Exhibit A
Agreement 43230000-NASPO-I6-ACS
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�F',Y�pmf
Contract # AR2472
STATE OF UTAH COOPERATIVE CONTRACT
I. CONTRACTING PARTIES: This contract is between the Division of Purchasing and the following Contractor:
Carahsaft Technology Corporation
Name
1860 Michael Faraday Drive. Suite 100
Address
Rcsto n VA 20190
Cite
State Tip
LEGAL STATUS OF CONTRACTOR
❑ Sole Praprietor
❑ Non -Profit Corporation
® For-Prul"a Corporation
❑ Pnrinership
❑ Government Agency
Contact Person Rethany f licks+ell !'hone 4703-230-7435 Email NASPO r7•caraltsoll.cmn
Vendor 11VC00001 I6540 Commodity Code 3920-05
2. GENERAL PURPOSE OF CONTRACT. Contractor is permitted to provide the Cloud Solutions identified in Auachmem. B to
tti titillating States once a 1':n tieipating Adtls ndurtt has IN -ell sill
rtcd
3. PROCUREMENT PROCESS: This contract is entered into as a result of (lie procurement process on BidPCH 10012.
4. CONTRACT PERIOD: F rrective Dale: 10114l2016 Termination Date: 09/15/2026 unless terminated early or extended in accordance
with the teens And conditions of this contract. Note: Pursuant to Solicitation 00-116012, Contract must re-cerlitp its qualifications each
year.
5. Admin lur<1:ive Fce, as described in the Solicitation and Attachment A: The Contrac(or shrill pay to NASPO ValuePoint, or its assignee,
a NASPO ValuePoint Adminisu-ative fee ol'one-quarier of one percent (0.25% or 0,0025) nc later than 60 days 1`oliowing the end of
each calendar quarter, The NASPO ValucPoim Administrative 1'ce shall be submitted quarterly and is based on salts of the Services.
fr. ATTACHMENT A: NASPO ValuePoint Master Terms and Conditions, including the attached Exhibits
ATTACHMENT f3: Scope ol'Services Awarded to Contractor
ATTACHMENT C: Pricing Discounts and Pricing Schedule
ATTACHMENT D: Contractor's Response to Solicitation YCH 16012
ATTACHMENT E: Service Offering EULAs
Any conflicts hetween Attachment A and the other Attach ments will be resolved in favor of Attaclunent A.
8. DOCUMENTS INCORPORATED INTO THIS CONTRACT 13Y REFERENCE BUT NOT A"I TACHED.
a. All other governmcntal Ianvs, regulations, or actions applicable to the goods and/or services atal riLcd by this contract.
b, Utah State RrOCArennem Code and the Procurement Rules.
9. Each signatory below represents that he or she has tine requisite authority to enter into this contract.
1N WITNESS WI IEREQF, the parties sign and cause this contract to be executed,
CONTIRACTOR STATE
r r� 10111/16 ,
onlracioes si+gnalure Datc Dircctc�i, ivisi n of Purchasing Dale
Robert Moore, Vice President j1
Type or print Name and Title
Christopher Hughes 801-538-3254 clnristo Iterlrn lies rr utal�.:;av
t] vkion offtrchasing Contact I'crstu) Teicltihlinv tifundicr 1 iu Nu,nhcr Email
iltc'viaLill] I(;Jn1x
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
This document includes salient or non-standard provisions extracted from NASPO/ValuePoint Model
Contract for Cloud Services.
February 17, 2016.
NASPO
ValuePoint
Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions
1. Master Agreement Order of Precedence
a. Any Order placed under this Master Agreement shall consist of the following
documents:
(1) A Participating Entity's Participating Addendum' ("PA");
(2) NASPO ValuePoint Master Agreement Terms & Conditions, including the applicable
Exhibits2 to the Master Agreement;
(3) The Solicitation;
(4) Contractor's response to the Solicitation, as revised (if permitted) and accepted by
the Lead State; and
(5) A Service Level Agreement issued against the Participating Addendum.
b. These documents shall be read to be consistent and complementary. Any conflict
among these documents shall be resolved by giving priority to these documents in the
order listed above. Contractor terms and conditions that apply to this Master Agreement
are only those that are expressly accepted by the Lead State and must be in writing and
attached to this Master Agreement as an Exhibit or Attachment.
2. Definitions - Unless otherwise provided in this Master Agreement, capitalized terms
will have the meanings given to those terms in this Section.
Confidential Information means any and all information of any form that is marked as
confidential or would by its nature be deemed confidential obtained by Contractor or its
employees or agents in the performance of this Master Agreement, including, but not
necessarily limited to (1) any Purchasing Entity's records, (2) personnel records, and (3)
information concerning individuals, is confidential information of Purchasing Entity.
Contractor means the person or entity providing solutions under the terms and
conditions set forth in this Master Agreement. Contractor also includes its employees,
subcontractors, agents and affiliates who are providing the services agreed to under the
1 A Sample Participating Addendum will be published after the contracts have been awarded.
2 The Exhibits comprise the terms and conditions for the service models: PaaS, IaaS, and PaaS.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
This document includes salient or non-standard provisions extracted from NASPO/ValuePoint Model
Contract for Cloud Services.
February 17, 2016.
Master Agreement.
Data means all information, whether in oral or written (including electronic) form,
created by or in any way originating with a Participating Entity or Purchasing Entity, and
all information that is the output of any computer processing, or other electronic
manipulation, of any information that was created by or in any way originating with a
Participating Entity or Purchasing Entity, in the course of using and configuring the
Services provided under this Agreement.
Data Breach means any actual or reasonably suspected non -authorized access to or
acquisition of computerized Non -Public Data or Personal Data that compromises the
security, confidentiality, or integrity of the Non -Public Data or Personal Data, or the
ability of Purchasing Entity to access the Non -Public Data or Personal Data.
Data Categorization means the process of risk assessment of Data. See also "High
Risk Data". "Moderate Risk Data" and "Low Risk Data".
Disabling Code means computer instructions or programs, subroutines, code,
instructions, data or functions, (including but not limited to viruses, worms, date bombs
or time bombs), including but not limited to other programs, data storage, computer
libraries and programs that self -replicate without manual intervention, instructions
programmed to activate at a predetermined time or upon a specified event, and/or
programs purporting to do a meaningful function but designed for a different function,
that alter, destroy, inhibit, damage, interrupt, interfere with or hinder the operation of the
Purchasing Entity's' software, applications and/or its end users processing environment,
the system in which it resides, or any other software or data on such system or any
other system with which it is capable of communicating.
Fulfillment Partner means a third -party contractor qualified and authorized by
Contractor, and approved by the Participating State under a Participating Addendum,
who may, to the extent authorized by Contractor, fulfill any of the requirements of this
Master Agreement including but not limited to providing Services under this Master
Agreement and billing Customers directly for such Services. Contractor may, upon
written notice to the Participating State, add or delete authorized Fulfillment Partners as
necessary at any time during the contract term. Fulfillment Partner has no authority to
amend this Master Agreement or to bind Contractor to any additional terms and
conditions.
High Risk Data is as defined in FIPS PUB 199, Standards for Security Categorization
of Federal Information and Information Systems ("High Impact Data").
Infrastructure as a Service (laaS) as used in this Master Agreement is defined the
capability provided to the consumer to provision processing, storage, networks, and
other fundamental computing resources where the consumer is able to deploy and run
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
This document includes salient or non-standard provisions extracted from NASPO/ValuePoint Model
Contract for Cloud Services.
February 17, 2016.
arbitrary software, which can include operating systems and applications. The
consumer does not manage or control the underlying cloud infrastructure but has
control over operating systems, storage, deployed applications; and possibly limited
control of select networking components (e.g., host firewalls).
Intellectual Property means any and all patents, copyrights, service marks,
trademarks, trade secrets, trade names, patentable inventions, or other similar
proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.
Lead State means the State centrally administering the solicitation and any resulting
Master Agreement(s).
Low Risk Data is as defined in FIPS PUB 199, Standards for Security Categorization of
Federal Information and Information Systems ("Low Impact Data").
Master Agreement means this agreement executed by and between the Lead State,
acting on behalf of NASPO ValuePoint, and the Contractor, as now or hereafter
amended.
Moderate Risk Data is as defined in FIPS PUB 199, Standards for Security
Categorization of Federal Information and Information Systems ("Moderate Impact Data")
NASPO ValuePoint is the NASPO ValuePoint Cooperative Purchasing Program,
facilitated by the NASPO Cooperative Purchasing Organization LLC, a 501(c)(3) limited
liability company (doing business as NASPO ValuePoint) is a subsidiary organization
the National Association of State Procurement Officials (NASPO), the sole member of
NASPO ValuePoint. The NASPO ValuePoint Cooperative Purchasing Organization
facilitates administration of the cooperative group contracting consortium of state chief
procurement officials for the benefit of state departments, institutions, agencies, and
political subdivisions and other eligible entities (i.e., colleges, school districts, counties,
cities, some nonprofit organizations, etc.) for all states and the District of Columbia. The
NASPO ValuePoint Cooperative Development Team is identified in the Master
Agreement as the recipient of reports and may be performing contract administration
functions as assigned by the Lead State.
Non -Public Data means High Risk Data and Moderate Risk Data that is not subject to
distribution to the public as public information. It is deemed to be sensitive and
confidential by the Purchasing Entity because it contains information that is exempt by
statute, ordinance or administrative rule from access by the general public as public
information.
Participating Addendum means a bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any other additional
Participating Entity specific language or other requirements, e.g. ordering procedures
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
This document includes salient or non-standard provisions extracted from NASPO/ValuePoint Model
Contract for Cloud Services.
February 17, 2016.
specific to the Participating Entity, other terms and conditions.
Participating Entity means a state, or other legal entity, properly authorized to enter
into a Participating Addendum.
Participating State means a state, the District of Columbia, or one of the territories of
the United States that is listed in the Request for Proposal as intending to participate.
Upon execution of the Participating Addendum, a Participating State becomes a
Participating Entity.
Personal Data means data alone or in combination that includes information relating to
an individual that identifies the individual by name, identifying number, mark or
description can be readily associated with a particular individual and which is not a
public record. Personal Information may include the following personally identifiable
information (PII): government -issued identification numbers (e.g., Social Security,
driver's license, passport); financial account information, including account number,
credit or debit card numbers; or Protected Health Information (PHI) relating to a person.
Platform as a Service (PaaS) as used in this Master Agreement is defined as the
capability provided to the consumer to deploy onto the cloud infrastructure consumer -
created or -acquired applications created using programming languages and tools
supported by the provider. This capability does not necessarily preclude the use of
compatible programming languages, libraries, services, and tools from other sources.
The consumer does not manage or control the underlying cloud infrastructure including
network, servers, operating systems, or storage, but has control over the deployed
applications and possibly application hosting environment configurations.
Product means any deliverable under this Master Agreement, including Services,
software, and any incidental tangible goods.
Protected Health Information (PHI) means individually identifiable health information
transmitted by electronic media, maintained in electronic media, or transmitted or
maintained in any other form or medium. PHI excludes education records covered by
the Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C.
1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv) and employment records held
by a covered entity in its role as employer. PHI may also include information that is a
subset of health information, including demographic information collected from an
individual, and (1) is created or received by a health care provider, health plan,
employer or health care clearinghouse; and (2) relates to the past, present or future
physical or mental health or condition of an individual; the provision of health care to an
individual; or the past, present or future payment for the provision of health care to an
individual; and (a) that identifies the individual; or (b) with respect to which there is a
reasonable basis to believe the information can be used to identify the individual.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
This document includes salient or non-standard provisions extracted from NASPO/ValuePoint Model
Contract for Cloud Services.
February 17, 2016.
Purchasing Entity means a state, city, county, district, other political subdivision of a
State, and a nonprofit organization under the laws of some states if authorized by a
Participating Addendum, who issues a Purchase Order against the Master Agreement
and becomes financially committed to the purchase.
Services mean any of the specifications described in the Scope of Services that are
supplied or created by the Contractor pursuant to this Master Agreement.
Security Incident means the possible or actual unauthorized access to a Purchasing
Entity's Non -Public Data and Personal Data the Contractor believes could reasonably
result in the use, disclosure or theft of a Purchasing Entity's Non -Public Data within the
possession or control of the Contractor. A Security Incident also includes a major
security breach to the Contractor's system, regardless if Contractor is aware of
unauthorized access to a Purchasing Entity's Non -Public Data. A Security Incident may
or may not turn into a Data Breach.
Service Level Agreement (SLA) means a written agreement between both the
Purchasing Entity and the Contractor that is subject to the terms and conditions in this
Master Agreement and relevant Participating Addendum unless otherwise expressly
agreed in writing between the Purchasing Entity and the Contractor. SLAs should
include: (1) the technical service level performance promises, (i.e. metrics for
performance and intervals for measure), (2) description of service quality, (3)
identification of roles and responsibilities, (4) remedies, such as credits, and (5) an
explanation of how remedies or credits are calculated and issued.
Software as a Service (SaaS) as used in this Master Agreement is defined as the
capability provided to the consumer to use the Contractor's applications running on a
Contractor's infrastructure (commonly referred to as `cloud infrastructure). The
applications are accessible from various client devices through a thin client interface
such as a Web browser (e.g., Web -based email), or a program interface. The consumer
does not manage or control the underlying cloud infrastructure including network,
servers, operating systems, storage, or even individual application capabilities, with the
possible exception of limited user -specific application configuration settings.
Solicitation means the documents used by the State of Utah, as the Lead State, to
obtain Contractor's Proposal.
Statement of Work means a written statement in a solicitation document or contract
that describes the Purchasing Entity's service needs and expectations.
6. Discount Guarantee Period: All discounts must be guaranteed for the entire term of
the Master Agreement. Participating Entities and Purchasing Entities shall receive the
immediate benefit of price or rate reduction of the services provided under this Master
Agreement. A price or rate reduction will apply automatically to the Master Agreement
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and an amendment is not necessary.
8. Confidentiality, Non -Disclosure, and Injunctive Relief
a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in
the course of providing a Product under this Master Agreement, be exposed to or
acquire information that is confidential to Purchasing Entity's or Purchasing Entity's
clients. Any reports or other documents or items (including software) that result from
the use of the Confidential Information by Contractor shall be treated in the same
manner as the Confidential Information. Confidential Information does not include
information that (1) is or becomes (other than by disclosure by Contractor) publicly
known; (2) is furnished by Purchasing Entity to others without restrictions similar to
those imposed by this Master Agreement; (3) is rightfully in Contractor's possession
without the obligation of nondisclosure prior to the time of its disclosure under this
Master Agreement; (4) is obtained from a source other than Purchasing Entity without
the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing
Entity or; (6) is independently developed by employees, agents or subcontractors of
Contractor who can be shown to have had no access to the Confidential Information.
b. Non -Disclosure. Contractor shall hold Confidential Information in confidence, using
at least the industry standard of confidentiality, and shall not copy, reproduce, sell,
assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential
Information to third parties or use Confidential Information for any purposes whatsoever
other than what is necessary to the performance of Orders placed under this Master
Agreement. Contractor shall advise each of its employees and agents of their
obligations to keep Confidential Information confidential. Contractor shall use
commercially reasonable efforts to assist Purchasing Entity in identifying and preventing
any unauthorized use or disclosure of any Confidential Information. Without limiting the
generality of the foregoing, Contractor shall advise Purchasing Entity, applicable
Participating Entity, and the Lead State immediately if Contractor learns or has reason
to believe that any person who has had access to Confidential Information has violated
or intends to violate the terms of this Master Agreement, and Contractor shall at its
expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief
in the name of Purchasing Entity or Contractor against any such person. Except as
directed by Purchasing Entity, Contractor will not at any time during or after the term of
this Master Agreement disclose, directly or indirectly, any Confidential Information to
any person, except in accordance with this Master Agreement, and that upon
termination of this Master Agreement or at Purchasing Entity's request, Contractor shall
turn over to Purchasing Entity all documents, papers, and other matter in Contractor's
possession that embody Confidential Information. Notwithstanding the foregoing,
Contractor may keep one copy of such Confidential Information necessary for quality
assurance, audits and evidence of the performance of this Master Agreement.
c. Injunctive Relief. Contractor acknowledges that breach of this section, including
disclosure of any Confidential Information, will cause irreparable injury to Purchasing
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Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity
may seek and obtain injunctive relief against the breach or threatened breach of the
foregoing undertakings, in addition to any other legal remedies that may be available.
Contractor acknowledges and agrees that the covenants contained herein are
necessary for the protection of the legitimate business interests of Purchasing Entity
and are reasonable in scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are
not in conflict with the applicable public disclosure laws of any Purchasing Entity.
9. Right to Publish: Throughout the duration of this Master Agreement, Contractor must
secure prior approval from the Lead State or Participating Entity for the release of any
information that pertains to the potential work or activities covered by the Master
Agreement, including but not limited to reference to or use of the Lead State or a
Participating Entity's name, Great Seal of the State, Coat of Arms, any Agency or other
subunits of the State government, or any State official or employee, for commercial
promotion which is strictly prohibited. News releases or release of broadcast a -mails
pertaining to this Master Agreement or Participating Addendum shall not be made without
prior written approval of the Lead State or a Participating Entity.
The Contractor shall not make any representations of NASPO ValuePoint's opinion or
position as to the quality or effectiveness of the services that are the subject of this
Master Agreement without prior written consent. Failure to adhere to this requirement
may result in termination of the Master Agreement for cause.
11. Changes in Contractor Representation: The Contractor must notify the Lead State
of changes in the Contractor's key administrative personnel, in writing within 10 calendar
days of the change. The Lead State reserves the right to approve changes in key
personnel, as identified in the Contractor's proposal. The Contractor agrees to propose
replacement key personnel having substantially equal or better education, training, and
experience as was possessed by the key person proposed and evaluated in the
Contractor's proposal.
13. Indemnification and Limitation of Liability
a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO
ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with
their officers, agents, and employees as well as any person or entity for which they may
be liable, from and against claims, damages or causes of action including reasonable
attorneys' fees and related costs for any death, bodily injury, or damage to real or
tangible property arising directly or indirectly from the negligent or wrongful act(s),
error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers,
at any tier, relating to the performance under the Master Agreement.
b. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and
hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities,
Purchasing Entities, along with their officers, agents, and employees as well as any
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person or entity for which they may be liable ("Indemnified Party"), from and against
claims, damages or causes of action including reasonable attorneys' fees and related
costs arising out of the claim that the Product or its use, infringes Intellectual Property
rights ("Intellectual Property Claim") of another person or entity.
(1) The Contractor's obligations under this section shall not extend to:
a. Any use of the Services provided hereunder not contemplated in the
product documentation.
b. Any use of the Services provided hereunder in combination with other
products not contemplated hereunder or in the documentation, any use
of modification of the Services provided hereunder except as permitted
by this Agreement.
(2) The Indemnified Party shall notify the Contractor within a reasonable time
after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party
fails to provide reasonable notice, the Contractor shall not be relieved from its
obligations unless the Contractor can demonstrate that it was prejudiced in defending
the Intellectual Property Claim resulting in increased expenses or loss to the Contractor
and then only to the extent of the prejudice or expenses. If the Contractor promptly and
reasonably investigates and defends any Intellectual Property Claim, it shall have
control over the defense and settlement of it. However, the Indemnified Party must
consent in writing for any money damages or obligations for which it may be
responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request
and expense, information and assistance necessary for such defense. If the Contractor
fails to vigorously pursue the defense or settlement of the Intellectual Property Claim,
the Indemnified Party may assume the defense or settlement of it and the Contractor
shall be liable for all costs and expenses, including reasonable attorneys' fees and
related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property
Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of
liability in this Master Agreement or in any other document executed in conjunction with
this Master Agreement.
b. Except as otherwise set forth in the Indemnification Paragraphs above, the limit of
liability shall be as follows:
i. Contractor's liability for any claim, loss or liability arising out of, or connected
with the Services provided, and whether based upon default, or other liability
such as breach of contract, warranty, negligence, misrepresentation or
otherwise, shall in no case exceed direct damages in: (i) an amount equal to two
(2) times the charges specified in the Purchase Order for the Services, or parts
thereof forming the basis of the Purchasing Entity's claim, (said amount not to
exceed a total of twelve (12) months charges payable under the applicable
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Purchase Order) or (ii) two million dollars ($2,000,000), whichever is greater.
ii. The Purchasing Entity may retain such monies from any amount due
Contractor as may be necessary to satisfy any claim for damages, costs and the
like asserted against the Purchasing Entity unless Contractor at the time of the
presentation of claim shall demonstrate to the Purchasing Entity's satisfaction
that sufficient monies are set aside by the Contractor in the form of a bond or
through insurance coverage to cover associated damages and other costs.
iii. Notwithstanding the above, neither the Contractor nor the Purchasing Entity
shall be liable for any consequential, indirect or special damages of any kind
which may result directly or indirectly from such performance, including, without
limitation, damages resulting from loss of use or loss of profit by the Purchasing
Entity, the Contractor, or by others.
iv. The limitations of liability in Section 43 will not apply to claims for bodily injury or
death as set forth in Section 13, and Section 30 when made applicable under a specific
purchase order.
16. Insurance
a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the
term of this Master Agreement, maintain in full force and effect, the insurance described
in this section. Contractor shall acquire such insurance from an insurance carrier or
carriers licensed to conduct business in each Participating Entity's state and having a
rating of A-, Class VII or better, in the most recently published edition of Best's Reports.
Failure to buy and maintain the required insurance may result in this Master
Agreement's termination or, at a Participating Entity's option, result in termination of its
Participating Addendum.
b. Coverage shall be written on an occurrence basis. The minimum acceptable limits
shall be as indicated below, with no deductible for each of the following categories:
(1) Commercial General Liability covering premises operations, independent
contractors, products and completed operations, blanket contractual liability,
personal injury (including death), advertising liability, and property damage,
with a limit of not less than $1 million per occurrence/$3 million general
aggregate;
(2) CLOUD MINIMUM INSURANCE COVERAGE:
Data Breach and Privacy/Cyber
Liability including Technology
Crime Insurance
Level of
Errors and Omissions
Minimum Insurance
Risk
Minimum Insurance Coverage
Coverage
Low
$2,000,000
$2,000,000
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Moderate
$5,000,000
$5,0001000
High
$10,000,000
$10,000,000
(3) Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
(4) Professional Liability. As applicable, Professional Liability Insurance Policy in
the minimum amount of $1,000,000 per occurrence and $1,000,000 in the
aggregate, written on an occurrence form that provides coverage for its work
undertaken pursuant to each Participating Addendum.
c. Contractor shall pay premiums on all insurance policies. Such policies shall also
reference this Master Agreement and shall have a condition that they not be revoked by
the insurer until thirty (30) calendar days after notice of intended revocation thereof shall
have been given to Purchasing Entity and Participating Entity by the Contractor.
d. Prior to commencement of performance, Contractor shall provide to the Lead State a
written endorsement to the Contractor's general liability insurance policy or other
documentary evidence acceptable to the Lead State that (1) names the Participating
States identified in the Request for Proposal as additional insureds, (2) provides that no
material alteration, cancellation, non -renewal, or expiration of the coverage contained in
such policy shall have effect unless the named Participating State has been given at
least thirty (30) days prior written notice, and (3) provides that the Contractor's liability
insurance policy shall be primary, with any liability insurance of any Participating State
as secondary and noncontributory. Unless otherwise agreed in any Participating
Addendum, the Participating Entity's rights and Contractor's obligations are the same as
those specified in the first sentence of this subsection. Before performance of any
Purchase Order issued after execution of a Participating Addendum authorizing it, the
Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the
same information described in this subsection.
e. Contractor shall furnish to the Lead State, Participating Entity, and, on request, the
Purchasing Entity copies of certificates of all required insurance within thirty (30)
calendar days of the execution of this Master Agreement, the execution of a
Participating Addendum, or the Purchase Order's effective date and prior to performing
any work. The insurance certificate shall provide the following information: the name
and address of the insured; name, address, telephone number and signature of the
authorized agent; name of the insurance company (authorized to operate in all states);
a description of coverage in detailed standard terminology (including policy period,
policy number, limits of liability, exclusions and endorsements); and an acknowledgment
of the requirement for notice of cancellation. Copies of renewal certificates of all
required insurance shall be furnished within thirty (30) days after any renewal date.
These certificates of insurance must expressly indicate compliance with each and every
insurance requirement specified in this section. Failure to provide evidence of coverage
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may, at sole option of the Lead State, or any Participating Entity, result in this Master
Agreement's termination or the termination of any Participating Addendum.
f. Coverage and limits shall not limit Contractor's liability and obligations under this
Master Agreement, any Participating Addendum, or any Purchase Order.
17. Laws and Regulations: Any and all Services offered and furnished shall comply
fully with all applicable Federal and State laws and regulations.
The federal and state laws, regulations, policies, standards, and guidelines that
Contractors doing business with the Participating Entities must be aware of, include, but
not limited to: Criminal Justice Information Services (CJIS) Security Policy; Federal
Educational Rights and Privacy Act (FERPA); Federal Information Security
Management Act (FISMA); National Institute of Technology Standards; Gramm -Leach -
Bliley Act (GLB) Act; Health Insurance Portability and Accountability Act (HIPAA);
Health Information Technology for Economic and Clinical Health Act (HITECH); IRS
Publication 1075; Payment Card Industry Data Security Standard (PCI DSS); Sarbanes-
Oxley Act (SOX); Electronic Communications Privacy Act, Stored Communications Act
and the PATRIOT Act. The list is intentionally United States -centric, and is not intended
to be all-inclusive. Further, since laws, regulations, requirements and industry guidelines
change, consulting definitive sources to assure a clear understanding of compliance
requirements is critical. Many State Entities have additional program compliance
requirements that must be considered in addressing compliance. (e.g., DMV Privacy
Act, Public Service Law, etc.).
20. Participants and Scope
a. Contractor may not deliver Services under this Master Agreement until a Participating
Addendum acceptable to the Participating Entity and Contractor is executed. The
NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any
Order by a Participating Entity (and other Purchasing Entities covered by their
Participating Addendum), except to the extent altered, modified, supplemented or
amended by a Participating Addendum. By way of illustration and not limitation, this
authority may apply to unique delivery and invoicing requirements, confidentiality
requirements, defaults on Orders, governing law and venue relating to Orders by a
Participating Entity, indemnification, and insurance requirements. Statutory or
constitutional requirements relating to availability of funds may require specific language
in some Participating Addenda in order to comply with applicable law. The expectation
is that these alterations, modifications, supplements, or amendments will be addressed
in the Participating Addendum or, with the consent of the Purchasing Entity and
Contractor, may be included in the ordering document (e.g. purchase order or contract)
used by the Purchasing Entity to place the Order.
b. Subject to subsection 20c and a Participating Entity's Participating Addendum, the
use of specific NASPO ValuePoint cooperative Master Agreements by state agencies,
political subdivisions and other Participating Entities (including cooperatives) authorized
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by individual state's statutes to use state contracts is subject to the approval of the
respective State Chief Procurement Official.
c. Unless otherwise stipulated in a Participating Entity's Participating Addendum,
specific services accessed through the NASPO ValuePoint cooperative Master
Agreements for Cloud Services by state executive branch agencies, as required by a
Participating Entity's statutes, are subject to the authority and approval of the
Participating Entity's Chief Information Officer's Office3.
Cl. Obligations under this Master Agreement are limited to those Participating Entities
who have signed a Participating Addendum and Purchasing Entities within the scope of
those Participating Addenda. Financial obligations of Participating States are limited to
the orders placed by the departments or other state agencies and institutions having
available funds. Participating States incur no financial obligations on behalf of political
subdivisions.
e. NASPO ValuePoint is not a party to the Master Agreement. It is a nonprofit
cooperative purchasing organization assisting states in administering the NASPO
ValuePoint cooperative purchasing program for state government departments,
institutions, agencies and political subdivisions (e.g., colleges, school districts, counties,
cities, etc.) for all 50 states, the District of Columbia and the territories of the United
States.
f. Participating Addenda shall not be construed to amend the terms of this Master
Agreement between the Lead State and Contractor.
g. Participating Entities who are not states may under some circumstances sign their
own Participating Addendum, subject to the approval of participation by the Chief
Procurement Official of the state where the Participating Entity is located. Coordinate
requests for such participation through NASPO ValuePoint. Any permission to
participate through execution of a Participating Addendum is not a determination that
procurement authority exists in the Participating Entity; they must ensure that they have
the requisite procurement authority to execute a Participating Addendum.
h. Resale. Subject to any explicit permission in a Participating Addendum, Purchasing
Entities may not resell goods, software, or Services obtained under this Master
Agreement. This limitation does not prohibit: payments by employees of a Purchasing
Entity as explicitly permitted under this agreement; sales of goods to the general public
as surplus property; and fees associated with inventory transactions with other
governmental or nonprofit entities under cooperative agreements and consistent with a
Purchasing Entity's laws and regulations. Any sale or transfer permitted by this
a Chief Information Officer means the individual designated by the Governor with Executive Branch, enterprise -
wide responsibility for the leadership and management of information technology resources of a state.
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subsection must be consistent with license rights granted for use of intellectual property.
22. Data Access Controls: Contractor will provide access to Purchasing Entity's Data
only to those Contractor employees, contractors and subcontractors ("Contractor Staff")
who need to access the Data to fulfill Contractor's obligations under this Agreement.
Contractor shall not access a Purchasing Entity's user accounts or Data, except on the
course of data center operations, response to service or technical issues, as required by
the express terms of this Master Agreement, or at a Purchasing Entity's written request.
Contractor may not share a Purchasing Entity's Data with its parent corporation, other
affiliates, or any other third party without the Purchasing Entity's express written
consent.
Contractor will ensure that, prior to being granted access to the Data, Contractor Staff
who perform work under this Agreement have successfully completed annual instruction
of a nature sufficient to enable them to effectively comply with all Data protection
provisions of this Agreement; and possess all qualifications appropriate to the nature of
the employees' duties and the sensitivity of the Data they will be handling.
23. Operations Management: Contractor shall maintain the administrative, physical,
technical, and procedural infrastructure associated with the provision of the Product in a
manner that is, at all times during the term of this Master Agreement, at a level equal to
or more stringent than those specified in the Solicitation. Contractor must maintain any
certifications required under the Solicitation.
24. Public Information: This Master Agreement and all related documents are subject
to disclosure pursuant to the Purchasing Entity's public information laws.
26. Records Administration and Audit.
a. The Contractor shall maintain books, records, documents, and other evidence
pertaining to this Master Agreement and orders placed by Purchasing Entities under it
to the extent and in such detail as shall adequately reflect performance and
administration of payments and fees. Contractor shall permit the Lead State, a
Participating Entity, a Purchasing Entity, the federal government (including its grant
awarding entities and the U.S. Comptroller General), and any other duly authorized
agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe
Contractor's books, documents, papers and records directly pertinent to this Master
Agreement or orders placed by a Purchasing Entity under it for the purpose of making
audits, examinations, excerpts, and transcriptions. This right shall survive for a period
of six (6) years following termination of this Agreement or final payment for any order
placed by a Purchasing Entity against this Agreement, whichever is later, to assure
compliance with the terms hereof or to evaluate performance hereunder.
b. Without limiting any other remedy available to any governmental entity, the
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Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing
Entity for any overpayments inconsistent with the terms of the Master Agreement or
orders or underpayment of fees found as a result of the examination of the Contractor's
records.
c. The rights and obligations herein exist in addition to any quality assurance obligation
in the Master Agreement requiring the Contractor to self -audit contract obligations and
that permits the Lead State to review compliance with those obligations.
d. The Contractor shall allow the Purchasing Entity to audit conformance to the Master
Agreement and applicable Participating Addendum terms. The purchasing entity may
perform this audit or contract with a third party at its discretion and at the purchasing
entity's expense.
27. Administrative Fees: The Contractor shall pay to NASPO ValuePoint, or its
assignee, a NASPO ValuePoint Administrative Fee of one -quarter of one percent
(0.25% or 0.0025) no later than 60 days following the end of each calendar quarter. The
NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on
sales of the Services. The NASPO ValuePoint Administrative Fee is not negotiable. This
fee is to be included as part of the pricing submitted with proposal.
Additionally, some states may require an additional administrative fee be paid directly to
the state on purchases made by Purchasing Entities within that state. For all such
requests, the fee level, payment method and schedule for such reports and payments
will be incorporated into the Participating Addendum that is made a part of the Master
Agreement. The Contractor may adjust the Master Agreement pricing accordingly for
purchases made by Purchasing Entities within the jurisdiction of the state. All such
agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or
the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting
the additional fee. The NASPO ValuePoint Administrative Fee shall be based on the
gross amount of all sales at the adjusted prices (if any) in Participating Addenda.
28. System Failure or Damage: In the event of system failure or damage caused by
Contractor or its Services, the Contractor agrees to use its best efforts to restore or
assist in restoring the system to operational capacity.
29. Title to Product: If access to the Product requires an application program interface
(API), Contractor shall convey to Purchasing Entity an irrevocable and perpetual license
to use the API.
30. Data Privacy: When required by a specific purchase order issued under this
Agreement or a Participating Addendum and accepted by the Contractor, the Contractor
must comply with all applicable laws related to data privacy and security, including IRS
Pub 1075. Prior to entering into a SLA with a Purchasing Entity, the Contractor and
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Purchasing Entity must cooperate and hold a meeting to determine the Data
Categorization to determine whether the Contractor will hold, store, or process High
Risk Data, Moderate Risk Data and Low Risk Data. The Contractor must document the
Data Categorization in the SLA or Statement of Work.
31. Warranty: At a minimum the Contractor must warrant the following:
a. Contractor has acquired any and all rights, grants, assignments, conveyances,
licenses, permissions, and authorization for the Contractor to provide the Services
described in this Master Agreement.
b. Contractor will perform materially as described in this Master Agreement, SLA,
Statement of Work, including any performance representations contained in the
Contractor's response to the Solicitation by the Lead State.
c. Contractor represents and warrants that the representations contained in its response
to the Solicitation by the Lead State.
d. The Contractor will not interfere with a Purchasing Entity's access to and use of the
Services it acquires from this Master Agreement.
e. The Services provided by the Contractor are compatible with and will operate
successfully with any environment (including web browser and operating system)
specified by the Contractor in its response to the Solicitation by the Lead State.
f. The Contractor warrants that the Products it provides under this Master Agreement
are free of malware. The Contractor must use industry -leading technology to detect and
remove worms, Trojans, rootkits, rogues, dialers, spyware, etc.
32. Transition Assistance:
a. The Contractor shall reasonably cooperate with other parties in connection with all
Services to be delivered under this Master Agreement, including without limitation any
successor service provider to whom a Purchasing Entity's Data is transferred in
connection with the termination or expiration of this Master Agreement. The Contractor
shall assist a Purchasing Entity in exporting and extracting a Purchasing Entity's Data,
in a format usable without the use of the Services and as agreed by a Purchasing
Entity, at no additional cost to the Purchasing Entity. Any transition services requested
by a Purchasing Entity involving additional knowledge transfer and support may be
subject to a separate transition Statement of Work.
b. A Purchasing Entity and the Contractor shall, when reasonable, create a Transition
Plan Document identifying the transition services to be provided and including a
Statement of Work if applicable.
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c. The Contractor must maintain the confidentiality and security of a Purchasing Entity's
Data during the transition services and thereafter as required by the Purchasing Entity.
35. Debarment : The Contractor certifies, to the best of its knowledge, that neither it nor
its principals are presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in this transaction (contract) by any
governmental department or agency. This certification represents a recurring
certification made at the time any Order is placed under this Master Agreement. If the
Contractor cannot certify this statement, attach a written explanation for review by the
Lead State.
37. Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed
by and construed in accordance with the laws of the Lead State sponsoring and
administering the procurement. The construction and effect of the Master Agreement
after award shall be governed by the law of the state serving as Lead State (in most
cases also the Lead State). The construction and effect of any Participating Addendum
or Order against the Master Agreement shall be governed by and construed in
accordance with the laws of the Participating Entity's or Purchasing Entity's State.
b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or
action relating to the procurement, evaluation, and award is in the Lead State. Venue
for any claim, dispute or action concerning the terms of the Master Agreement shall be
in the state serving as Lead State. Venue for any claim, dispute, or action concerning
any Order placed against the Master Agreement or the effect of a Participating
Addendum shall be in the Purchasing Entity's State.
c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely
and exclusively within the United States District Court for (in decreasing order of
priority): the Lead State for claims relating to the procurement, evaluation, award, or
contract performance or administration if the Lead State is a party; the Participating
State if a named party; the Participating Entity state if a named party; or the Purchasing
Entity state if a named party.
d. This section is also not a waiver by the Participating State of any form of immunity,
including but not limited to sovereign immunity and immunity based on the Eleventh
Amendment to the Constitution of the United States.
40. Contract Provisions for Orders Utilizing Federal Funds: Pursuant to Appendix II
to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non -Federal
Entity Contracts Under Federal Awards, Orders funded with federal funds may have
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
This document includes salient or non-standard provisions extracted from NASPO/ValuePoint Model
Contract for Cloud Services.
February 17, 2016.
additional contractual requirements or certifications that must be satisfied at the time the
Order is placed or upon delivery. These federal requirements may be proposed by
Participating Entities in Participating Addenda and Purchasing Entities for incorporation
in Orders placed under this master agreement.
42. NASPO ValuePoint Summary and Detailed Usage Reports: In addition to other
reports that may be required by this solicitation, the Contractor shall provide the
following NASPO ValuePoint reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to
NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee
Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales
made under the contract shall be reported as cumulative totals by state. Even if
Contractor experiences zero sales during a calendar quarter, a report is still required.
Reports shall be due no later than 30 day following the end of the calendar quarter (as
specified in the reporting tool).
b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2)
entity/customer type, e.g. local government, higher education, K12, non-profit; (3)
Purchasing Entity name; (4) Purchasing Entity bill -to and ship -to locations; (4)
Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase
Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices);
(6) Purchase Order date; (7) Ship Date; (8) and line item description, including product
number if used. The report shall be submitted in any form required by the solicitation.
Reports are due on a quarterly basis and must be received by the Lead State and
NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after
the end of the reporting period. Reports shall be delivered to the Lead State and to the
NASPO ValuePoint Cooperative Development Team electronically through a
designated portal, email, CD -Rom, flash drive or other method as determined by the
Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales
information for all sales under Participating Addenda executed under this Master
Agreement. The format for the detailed sales data report is in shown in Attachment F.
c. Reportable sales for the summary sales data report and detailed sales data report
includes sales to employees for personal use where authorized by the solicitation and
the Participating Addendum. Report data for employees should be limited to ONLY the
state and entity they are participating under the authority of (state and agency, city,
county, school district, etc.) and the amount of sales. No personal identification
numbers, e.g. names, addresses, social security numbers or any other numerical
identifier, may be submitted with any report.
d. Contractor shall provide the NASPO ValuePoint Cooperative Development
Coordinator with an executive summary each quarter that includes, at a minimum, a list
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
This document includes salient or non-standard provisions extracted from NASPO/ValuePoint Model
Contract for Cloud Services.
February 17, 2016.
of states with an active Participating Addendum, states that Contractor is in negotiations
with and any PA roll out or implementation activities and issues. NASPO ValuePoint
Cooperative Development Coordinator and Contractor will determine the format and
content of the executive summary. The executive summary is due 30 days after the
conclusion of each calendar quarter.
e. Timely submission of these reports is a material requirement of the Master
Agreement. The recipient of the reports shall have exclusive ownership of the media
containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual,
irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and
otherwise use reports, data and information provided under this section.
f. If requested by a Participating Entity, the Contractor must provide detailed sales data
within the Participating State.
43. Entire Agreement: This Master Agreement, along with any attachment, contains
the entire understanding of the parties hereto with respect to the Master Agreement
unless a term is modified in a Participating Addendum with a Participating Entity. No
click -through, or other end user terms and conditions or agreements required by the
Contractor ("Additional Terms") provided with any Services hereunder shall be binding
on Participating Entities or Purchasing Entities, even if use of such Services requires an
affirmative "acceptance" of those Additional Terms before access is permitted.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
Exhibit 1 to the Master Agreement: Software -as -a -Service
1. Data Ownership: The Purchasing Entity will own all right, title and interest in its data that is
related to the Services provided by this Master Agreement. The Contractor shall not access
Purchasing Entity user accounts or Purchasing Entity data, except (1) in the course of data
center operations, (2) in response to service or technical issues, (3) as required by the express
terms of this Master Agreement, Participating Addendum, SLA, and/or other contract
documents, or (4) at the Purchasing Entity's written request.
Contractor shall not collect, access, or use user -specific Purchasing Entity Data except as strictly
necessary to provide Service to the Purchasing Entity. No information regarding a Purchasing
Entity's use of the Service may be disclosed, provided, rented or sold to any third party for any
reason unless required by law or regulation or by an order of a court of competent jurisdiction. This
obligation shall survive and extend beyond the term of this Master Agreement.
2. Data Protection: Protection of personal privacy and data shall be an integral part of the
business activities of the Contractor to ensure there is no inappropriate or unauthorized use of
Purchasing Entity information at any time. To this end, the Contractor shall safeguard the
confidentiality, integrity and availability of Purchasing Entity information and comply with the
following conditions:
a. The Contractor shall implement and maintain appropriate administrative, technical and
organizational security measures to safeguard against unauthorized access, disclosure or
theft of Personal Data and Non -Public Data. Such security measures shall be in accordance
with recognized industry practice and not less stringent than the measures the Contractor
applies to its own Personal Data and Non -Public Data of similar kind.
b. All data obtained by the Contractor in the performance of the Master Agreement shall
become and remain the property of the Purchasing Entity.
c. All Personal Data shall be encrypted at rest and in transit with controlled access. Unless
otherwise stipulated, the Contractor is responsible for encryption of the Personal Data. Any
stipulation of responsibilities will identify specific roles and responsibilities and shall be
included in the service level agreement (SLA), or otherwise made a part of the Master
Agreement.
d. Unless otherwise stipulated, the Contractor shall encrypt all Non -Public Data at rest and
in transit. The Purchasing Entity shall identify data it deems as Non -Public Data to the
Contractor. The level of protection and encryption for all Non -Public Data shall be identified
in the SLA.
e. At no time shall any data or processes — that either belong to or are intended for the
use of a Purchasing Entity or its officers, agents or employees — be copied, disclosed or
retained by the Contractor or any party related to the Contractor for subsequent use in any
transaction that does not include the Purchasing Entity.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
f. The Contractor shall not use any information collected in connection with the Services
issued from this Master Agreement for any purpose other than fulfilling the Services.
3. Data Location: The Contractor shall provide its services to the Purchasing Entity and its end
users solely from data centers in the U.S. Storage of Purchasing Entity data at rest shall be
located solely in data centers in the U.S. The Contractor shall not allow its personnel or
contractors to store Purchasing Entity data on portable devices, including personal computers,
except for devices that are used and kept only at its U.S. data centers. The Contractor shall
permit its personnel and contractors to access Purchasing Entity data remotely only as required
to provide technical support. The Contractor may provide technical user support on a 24/7 basis
using a Follow the Sun model, unless otherwise prohibited in a Participating Addendum.
4. Security Incident or Data Breach Notification:
a. Incident Response: Contractor may need to communicate with outside parties regarding
a security incident, which may include contacting law enforcement, fielding media inquiries
and seeking external expertise as mutually agreed upon, defined by law or contained in the
contract. Discussing security incidents with the Purchasing Entity should be handled on an
urgent as needed basis, as part of Contractor's communication and mitigation processes as
mutually agreed upon, defined by law or contained in the Master Agreement.
b. Security Incident Reporting Requirements: The Contractor shall report a security
incident to the Purchasing Entity identified contact immediately as soon as possible or
promptly without out reasonable delay, or as defined in the SLA.
c. Breach Reporting Requirements: If the Contractor has actual knowledge of a confirmed
data breach that affects the security of any purchasing entity's content that is subject to
applicable data breach notification law, the Contractor shall (1) as soon as possible or
promptly without out reasonable delay notify the Purchasing Entity, unless shorter time is
required by applicable law, and (2) take commercially reasonable measures to address the
data breach in a timely manner.
5. Personal Data Breach Responsibilities: This section only applies when a Data Breach occurs
with respect to Personal Data within the possession or control of the Contractor.
a. The Contractor, unless stipulated otherwise, shall immediately notify the appropriate
Purchasing Entity identified contact by telephone in accordance with the agreed upon
security plan or security procedures if it reasonably believes there has been a security
incident.
b. The Contractor, unless stipulated otherwise, shall promptly notify the appropriate
Purchasing Entity identified contact within 48 hours or sooner by telephone, unless shorter
time is required by applicable law, if it has confirmed that there is, or reasonably believes
that there has been a Data Breach. The Contractor shall (1) cooperate with the Purchasing
Entity as reasonably requested by the Purchasing Entity to investigate and resolve the Data
Breach, (2) promptly implement necessary remedial measures, if necessary, and (3)
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
document responsive actions taken related to the Data Breach, including any post -incident
review of events and actions taken to make changes in business practices in providing the
services, if necessary.
6. Notification of Legal Requests: If legally permissible, the Contractor shall contact the
Purchasing Entity upon receipt of any electronic discovery, litigation holds, discovery searches
and expert testimonies related to the Purchasing Entity's data under the Master Agreement, or
which in any way might reasonably require access to the data of the Purchasing Entity. The
Contractor shall not respond to subpoenas, service of process and other legal requests related
to the Purchasing Entity without first notifying and obtaining the approval of the Purchasing
Entity, unless prohibited by law. .
7. Termination and Suspension of Service:
a. In the event of a termination of the Master Agreement or applicable Participating
Addendum, the Contractor shall implement an orderly return of purchasing entity's data in
a CSV or another mutually agreeable format at a time agreed to by the parties or allow the
Purchasing Entity to extract it's data and the subsequent secure disposal of purchasing
entity's data.
b. During any period of service suspension, the Contractor shall not take any action to
intentionally erase or otherwise dispose of any of the Purchasing Entity's data.
c. In the event of termination of any services or agreement in entirety, the Contractor shall
not take any action to intentionally erase purchasing entity's data for a period of:
• 10 days after the effective date of termination, if the termination is in
accordance with the contract period
• 30 days after the effective date of termination, if the termination is for
convenience
• • 60 days after the effective date of termination, if the termination is for cause
After such period, the Contractor shall have no obligation to maintain or provide any
purchasing entity's data and shall thereafter, unless legally prohibited, delete all purchasing
entity's data in its systems or otherwise in its possession or under its control.
d. The purchasing entity shall be entitled to any post termination assistance generally
made available with respect to the services, unless a unique data retrieval arrangement has
been established as part of an SLA.
e. Upon termination of the Services or the Agreement in its entirety, Contractor shall
securely dispose of all Purchasing Entity's data in all of its forms, such as disk, CD/ DVD,
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
backup tape and paper, unless stipulated otherwise by the Purchasing Entity. Data shall be
permanently deleted and shall not be recoverable, according to National Institute of
Standards and Technology (NIST)-approved methods. Certificates of destruction shall be
provided to the Purchasing Entity.
8. Background Checks: Upon the request of the Purchasing Entity, the Contractor shall conduct
criminal background checks and not utilize any staff, including subcontractors, to fulfill the
obligations of the Master Agreement who have been convicted of any crime of dishonesty,
including but not limited to criminal fraud, or otherwise convicted of any felony or
misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The
Contractor shall promote and maintain an awareness of the importance of securing the
Purchasing Entity's information among the Contractor's employees and agents. If any of the
stated personnel providing services under a Participating Addendum is not acceptable to the
Purchasing Entity in its sole opinion as a result of the background or criminal history
investigation, the Purchasing Entity, in its' sole option shall have the right to either (1) request
immediate replacement of the person, or (2) immediately terminate the Participating
Addendum and any related service agreement.
9. Access to Security Logs and Reports: The Contractor shall provide reports on a schedule
specified in the SLA to the Purchasing Entity in a format as specified in the SLA agreed to by
both the Contractor and the Purchasing Entity. Reports shall include latency statistics, user
access, user access IP address, user access history and security logs for all public jurisdiction files
related to this Master Agreement and applicable Participating Addendum.
10. Contract Audit: The Contractor shall allow the Purchasing Entity to audit conformance to the
Master Agreement terms. The Purchasing Entity may perform this audit or contract with a third
party at its discretion and at the Purchasing Entity's expense.
11. Data Center Audit: The Contractor shall perform an independent audit of its data centers at
least annually at its expense, and provide an unredacted version of the audit report upon
request to a Purchasing Entity. The Contractor may remove its proprietary information from the
unredacted version. A Service Organization Control (SOC) 2 audit report or approved equivalent
sets the minimum level of a third -party audit.
12. Change Control and Advance Notice: The Contractor shall give a minimum forty eight (48) hour
advance notice (or as determined by a Purchasing Entity and included in the SLA) to the
Purchasing Entity of any upgrades (e.g., major upgrades, minor upgrades, system changes) that
may impact service availability and performance. A major upgrade is a replacement of
hardware, software or firmware with a newer or better version in order to bring the system up
to date or to improve its characteristics. It usually includes a new version number.
Contractor will make updates and upgrades available to Purchasing Entity at no additional costs
when Contractor makes such updates and upgrades generally available to its users.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
No update, upgrade or other charge to the Service may decrease the Service's functionality,
adversely affect Purchasing Entity's use of or access to the Service, or increase the cost of the
Service to the Purchasing Entity.
Contractor will notify the Purchasing Entity at least sixty (60) days in advance prior to any major
update or upgrade.
13. Security: As requested by a Purchasing Entity, the Contractor shall disclose its non-proprietary
system security plans (SSP) or security processes and technical limitations to the Purchasing
Entity such that adequate protection and flexibility can be attained between the Purchasing
Entity and the Contractor. For example: virus checking and port sniffing — the Purchasing Entity
and the Contractor shall understand each other's roles and responsibilities.
14. Non -disclosure and Separation of Duties: The Contractor shall enforce separation of job duties,
require commercially reasonable non -disclosure agreements, and limit staff knowledge of
Purchasing Entity data to that which is absolutely necessary to perform job duties.
15. Import and Export of Data: The Purchasing Entity shall have the ability to import or export data
in piecemeal or in entirety at its discretion without interference from the Contractor at any time
during the term of Contractor's contract with the Purchasing Entity. This includes the ability for
the Purchasing Entity to import or export data to/from other Contractors. Contractor shall
specify if Purchasing Entity is required to provide its' own tools for this purpose, including the
optional purchase of Contractors tools if Contractors applications are not able to provide this
functionality directly.
16. Responsibilities and Uptime Guarantee: The Contractor shall be responsible for the acquisition
and operation of all hardware, software and network support related to the services being
provided. The technical and professional activities required for establishing, managing and
maintaining the environments are the responsibilities of the Contractor. The system shall be
available 24/7/365 (with agreed -upon maintenance downtime), and provide service to
customers as defined in the SLA.
17. Subcontractor Disclosure: Contractor shall identify all of its strategic business partners related
to services provided under this Master Agreement, including but not limited to all
subcontractors or other entities or individuals who may be a party to a joint venture or similar
agreement with the Contractor, and who shall be involved in any application development
and/or operations.
18. Right to Remove Individuals: The Purchasing Entity shall have the right at any time to require
that the Contractor remove from interaction with Purchasing Entity any Contractor
representative who the Purchasing Entity believes is detrimental to its working relationship with
the Contractor. The Purchasing Entity shall provide the Contractor with notice of its
determination, and the reasons it requests the removal. If the Purchasing Entity signifies that a
potential security violation exists with respect to the request, the Contractor shall immediately
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
remove such individual. The Contractor shall not assign the person to any aspect of the Master
Agreement or future work orders without the Purchasing Entity's consent.
19. Business Continuity and Disaster Recovery: The Contractor shall provide a business continuity
and disaster recovery plan upon request and ensure that the Purchasing Entity's recovery time
objective (RTO) of XXX hours/days is met. (XXX hour/days shall be provided to Contractor by the
Purchasing Entity.) Contractor must work with the Purchasing Entity to perform an annual
Disaster Recovery test and take action to correct any issues detected during the test in a time
frame mutually agreed between the Contractor and the Purchasing Entity.
20. Compliance with Accessibility Standards: The Contractor shall comply with and adhere to
Accessibility Standards of Section 508 Amendment to the Rehabilitation Act of 1973, or any
other state laws or administrative regulations identified by the Participating Entity.
21. Web Services: The Contractor shall use Web services exclusively to interface with the
Purchasing Entity's data in near real time.
22. Encryption of Data at Rest: The Contractor shall ensure hard drive encryption consistent with
validated cryptography standards as referenced in FIPS 140-2, Security Requirements for
Cryptographic Modules for all Personal Data, unless the Purchasing Entity approves in writing
for the storage of Personal Data on a Contractor portable device in order to accomplish work as
defined in the statement of work.
23. Subscription Terms: Contractor grants to a Purchasing Entity a license to: (i) access and use the
Service for its business purposes; (ii) for SaaS, use underlying software as embodied or used in the
Service; and (iii) view, copy, upload and download (where applicable), and use Contractor's
documentation.
No Contractor terms, including standard click through license or website terms or use of privacy
policy, shall apply to Purchasing Entities unless such terms are included in this Master Agreement.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
Exhibit 2 to the Master Agreement: Platform -as -a -Service
1. Data Ownership: The Purchasing Entity will own all right, title and interest in its data that is
related to the Services provided by this Master Agreement. The Contractor shall not access
Purchasing Entity user accounts or Purchasing Entity data, except (1) in the course of data
center operations, (2) in response to service or technical issues, (3) as required by the express
terms of this Master Agreement, Participating Addendum, SLA, and/or other contract
documents, or (4) at the Purchasing Entity's written request.
Contractor shall not collect, access, or use user -specific Purchasing Entity Data except as strictly
necessary to provide Service to the Purchasing Entity. No information regarding a Purchasing
Entity's use of the Service may be disclosed, provided, rented or sold to any third party for any
reason unless required by law or regulation or by an order of a court of competent jurisdiction. This
obligation shall survive and extend beyond the term of this Master Agreement.
2. Data Protection: Protection of personal privacy and data shall be an integral part of the
business activities of the Contractor to ensure there is no inappropriate or unauthorized use of
Purchasing Entity information at any time. To this end, the Contractor shall safeguard the
confidentiality, integrity and availability of Purchasing Entity information and comply with the
following conditions:
a. The Contractor shall implement and maintain appropriate administrative, technical and
organizational security measures to safeguard against unauthorized access, disclosure or
theft of Personal Data and Non -Public Data. Such security measures shall be in
accordance with recognized industry practice and not less stringent than the measures
the Contractor applies to its own Personal Data and Non -Public Data of similar kind.
b. All data obtained by the Contractor in the performance of the Master Agreement shall
become and remain the property of the Purchasing Entity.
c. All Personal Data shall be encrypted at rest and in transit with controlled access. Unless
otherwise stipulated, the Contractor is responsible for encryption of the Personal Data.
Any stipulation of responsibilities will identify specific roles and responsibilities and shall
be included in the service level agreement (SLA), or otherwise made a part of the Master
Agreement.
d. Unless otherwise stipulated, the Contractor shall encrypt all Non -Public Data at rest and
in transit. The Purchasing Entity shall identify data it deems as Non -Public Data to the
Contractor. The level of protection and encryption for all Non -Public Data shall be
identified in the SLA.
e. At no time shall any data or processes — that either belong to or are intended for the use
of a Purchasing Entity or its officers, agents or employees — be copied, disclosed or
retained by the Contractor or any party related to the Contractor for subsequent use in
any transaction that does not include the Purchasing Entity.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
f. The Contractor shall not use any information collected in connection with the Services
issued from this Master Agreement for any purpose other than fulfilling the Services.
3. Data Location: The Contractor shall provide its services to the Purchasing Entity and its end
users solely from data centers in the U.S. Storage of Purchasing Entity data at rest shall be
located solely in data centers in the U.S. The Contractor shall not allow its personnel or
contractors to store Purchasing Entity data on portable devices, including personal computers,
except for devices that are used and kept only at its U.S. data centers. The Contractor shall
permit its personnel and contractors to access Purchasing Entity data remotely only as required
to provide technical support. The Contractor may provide technical user support on a 24/7 basis
using a Follow the Sun model, unless otherwise prohibited in a Participating Addendum.
4. Security Incident or Data Breach Notification: The Contractor shall inform the Purchasing Entity
of any security incident or data breach within the possession and control of the Contractor and
related to the service provided under the Master Agreement, Participating Addendum, or SLA.
Such notice shall include, to the best of Contractor's knowledge at that time, the persons
affected, their identities, and the Confidential Information and Data disclosed, or shall include if
this information is unknown.
a. Incident Response: The Contractor may need to communicate with outside parties
regarding a security incident, which may include contacting law enforcement, fielding
media inquiries and seeking external expertise as mutually agreed upon, defined by law
or contained in the Master Agreement, Participating Addendum, or SLA. Discussing
security incidents with the Purchasing Entity should be handled on an urgent as -needed
basis, as part of Contractor's communication and mitigation processes as mutually
agreed, defined by law or contained in the Master Agreement, Participating Addendum,
or SLA.
b. Security Incident Reporting Requirements: Unless otherwise stipulated, the Contractor
shall immediately report a security incident related to its service under the Master
Agreement, Participating Addendum, or SLA to the appropriate Purchasing Entity.
c. Breach Reporting Requirements: If the Contractor has actual knowledge of a confirmed
data breach that affects the security of any Purchasing Entity data that is subject to
applicable data breach notification law, the Contractor shall (1) promptly notify the
appropriate Purchasing Entity within 48 hours or sooner, unless shorter time is required
by applicable law, and (2) take commercially reasonable measures to address the data
breach in a timely manner
5. Breach Responsibilities: This section only applies when a Data Breach occurs with respect to
Personal Data within the possession or control of the Contractor.
a. The Contractor, unless stipulated otherwise, shall immediately notify the appropriate
Purchasing Entity identified contact by telephone in accordance with the agreed upon
security plan or security procedures if it reasonably believes there has been a security
incident.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
b. The Contractor, unless stipulated otherwise, shall promptly notify the appropriate
Purchasing Entity identified contact within 24 hours or sooner by telephone, unless
shorter time is required by applicable law, if it has confirmed that there is, or reasonably
believes that there has been a data breach. The Contractor shall (1) cooperate with the
Purchasing Entity as reasonably requested by the Purchasing Entity to investigate and
resolve the data breach, (2) promptly implement necessary remedial measures, if
necessary, and (3) document responsive actions taken related to the data breach,
including any post -incident review of events and actions taken to make changes in
business practices in providing the services, if necessary.
6. Notification of Legal Requests: If legally permissible, the Contractor shall contact the
Purchasing Entity upon receipt of any electronic discovery, litigation holds, discovery searches
and expert testimonies related to the Purchasing Entity's data under the Master Agreement, or
which in any way might reasonably require access to the data of the Purchasing Entity. The
Contractor shall not respond to subpoenas, service of process and other legal requests related
to the Purchasing Entity without first notifying and obtaining the approval of the Purchasing
Entity, unless prohibited by law.
7. Termination and Suspension of Service:
a. In the event of an early termination of the Master Agreement, Participating or SLA,
Contractor shall allow for the Purchasing Entity to retrieve its digital content and provide
for the subsequent secure disposal of the Purchasing Entity's digital content.
b. During any period of service suspension, the Contractor shall not take any action to
intentionally erase or otherwise dispose of any of the Purchasing Entity's data.
c. In the event of early termination of any Services or agreement in entirety, the Contractor
shall not take any action to intentionally erase any Purchasing Entity's data for a period
of 1) 45 days after the effective date of termination, if the termination is for
convenience; or 2) 60 days after the effective date of termination, if the termination is
for cause. After such day period, the Contractor shall have no obligation to maintain or
provide any Purchasing Entity data and shall thereafter, unless legally prohibited, delete
all Purchasing Entity data in its systems or otherwise in its possession or under its control.
In the event of either termination for cause, the Contractor will impose no fees for access
and retrieval of digital content to the Purchasing Entity.
d. The Purchasing Entity shall be entitled to any post termination assistance generally made
available with respect to the services, unless a unique data retrieval arrangement has
been established as part of an SLA.
e. Upon termination of the Services or the Agreement in its entirety, Contractor shall
securely dispose of all Purchasing Entity's data in all of its forms, such as disk, CD/ DVD,
backup tape and paper, unless stipulated otherwise by the Purchasing Entity. Data shall
be permanently deleted and shall not be recoverable, according to National Institute of
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
Standards and Technology (NIST)-approved methods. Certificates of destruction shall be
provided to the Purchasing Entity.
8. Background Checks:
a. Upon the request of the Purchasing Entity, the Contractor shall conduct criminal
background checks and not utilize any staff, including subcontractors, to fulfill the
obligations of the Master Agreement who have been convicted of any crime of
dishonesty, including but not limited to criminal fraud, or otherwise convicted of any
felony or misdemeanor offense for which incarceration for up to 1 year is an authorized
penalty. The Contractor shall promote and maintain an awareness of the importance of
securing the Purchasing Entity's information among the Contractor's employees and
agents.
b. The Contractor and the Purchasing Entity recognize that security responsibilities are
shared. The Contractor is responsible for providing a secure infrastructure. The
Purchasing Entity is responsible for its secure guest operating system, firewalls and other
logs captured within the guest operating system. Specific shared responsibilities are
identified within the SLA.
c. If any of the stated personnel providing services under a Participating Addendum is not
acceptable to the Purchasing Entity in its sole opinion as a result of the background or
criminal history investigation, the Purchasing Entity, in its' sole option shall have the right
to either (1) request immediate replacement of the person, or (2) immediately terminate
the Participating Addendum and any related service agreement.
9. Access to Security Logs and Reports:
a. The Contractor shall provide reports on a schedule specified in the SLA to the Purchasing
Entity in a format as specified in the SLA and agreed to by both the Contractor and the
Purchasing Entity. Reports will include latency statistics, user access, user access IP address,
user access history and security logs for all Purchasing Entity files related to the Master
Agreement, Participating Addendum, or SLA.
b. The Contractor and the Purchasing Entity recognize that security responsibilities are
shared. The Contractor is responsible for providing a secure infrastructure. The
Purchasing Entity is responsible for its secure guest operating system, firewalls and other
logs captured within the guest operating system. Specific shared responsibilities are
identified within the SLA.
10. Contract Audit: The Contractor shall allow the Purchasing Entity to audit conformance to the
Master Agreement terms. The Purchasing Entity may perform this audit or contract with a third
party at its discretion and at the Purchasing Entity's expense.
11. Data Center Audit: The Contractor shall perform an independent audit of its data centers at
least annually at its expense, and provide an unredacted version of the audit report upon
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
request to a Purchasing Entity. The Contractor may remove its proprietary information from the
unredacted version. A Service Organization Control (SOC) 2 audit report or approved equivalent
sets the minimum level of a third -party audit.
12. Change Control and Advance Notice: The Contractor shall give a minimum forty eight (48) hour
advance notice (or as determined by a Purchasing Entity and included in the SLA) to the
Purchasing Entity of any upgrades (e.g., major upgrades, minor upgrades, system changes) that
may impact service availability and performance. A major upgrade is a replacement of
hardware, software or firmware with a newer or better version in order to bring the system up
to date or to improve its characteristics. It usually includes a new version number.
Contractor will make updates and upgrades available to Purchasing Entity at no additional costs
when Contractor makes such updates and upgrades generally available to its users.
No update, upgrade or other charge to the Service may decrease the Service's functionality,
adversely affect Purchasing Entity's use of or access to the Service, or increase the cost of the
Service to the Purchasing Entity.
Contractor will notify the Purchasing Entity at least sixty (60) days in advance prior to any major
update or upgrade.
13. Security: As requested by a Purchasing Entity, the Contractor shall disclose its non-proprietary
system security plans (SSP) or security processes and technical limitations to the Purchasing
Entity such that adequate protection and flexibility can be attained between the Purchasing
Entity and the Contractor. For example: virus checking and port sniffing — the Purchasing Entity
and the Contractor shall understand each other's roles and responsibilities.
14. Non -disclosure and Separation of Duties: The Contractor shall enforce separation of job duties,
require commercially reasonable non -disclosure agreements, and limit staff knowledge of
Purchasing Entity data to that which is absolutely necessary to perform job duties
15. Import and Export of Data: The Purchasing Entity shall have the ability to import or export data
in piecemeal or in entirety at its discretion without interference from the Contractor at any time
during the term of Contractor's contract with the Purchasing Entity. This includes the ability for
the Purchasing Entity to import or export data to/from other Contractors. Contractor shall
specify if Purchasing Entity is required to provide its' own tools for this purpose, including the
optional purchase of Contractors tools if Contractors applications are not able to provide this
functionality directly.
16. Responsibilities and Uptime Guarantee: The Contractor shall be responsible for the acquisition
and operation of all hardware, software and network support related to the services being
provided. The technical and professional activities required for establishing, managing and
maintaining the environments are the responsibilities of the Contractor. The system shall be
available 24/7/365 (with agreed -upon maintenance downtime), and provide service to
customers as defined in the SLA.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
17. Subcontractor Disclosure: Contractor shall identify all of its strategic business partners related
to services provided under this Master Agreement, including but not limited to all
subcontractors or other entities or individuals who may be a party to a joint venture or similar
agreement with the Contractor, and who shall be involved in any application development
and/or operations.
18. Business Continuity and Disaster Recovery: The Contractor shall provide a business continuity
and disaster recovery plan upon request and ensure that the Purchasing Entity's recovery time
objective (RTO) of XXX hours/days is met. (XXX hour/days shall be provided to Contractor by the
Purchasing Entity.) Contractor must work with the Purchasing Entity to perform an annual
Disaster Recovery test and take action to correct any issues detected during the test in a time
frame mutually agreed between the Contractor and the Purchasing Entity.
19. Compliance with Accessibility Standards: The Contractor shall comply with and adhere to
Accessibility Standards of Section 508 Amendment to the Rehabilitation Act of 1973 or any
other state laws or administrative regulations identified by the Participating Entity..
20. Web Services: The Contractor shall use Web services exclusively to interface with the
Purchasing Entity's data in near real time.
21. Encryption of Data at Rest: The Contractor shall ensure hard drive encryption consistent with
validated cryptography standards as referenced in FIPS 140-2, Security Requirements for
Cryptographic Modules for all Personal Data as identified in the SLA, unless the Contractor
presents a justifiable position that is approved by the Purchasing Entity that Personal Data, is
required to be stored on a Contractor portable device in order to accomplish work as defined in
the scope of work.
22. Subscription Terms: Contractor grants to a Purchasing Entity a license to: (i) access and use the
Service for its business purposes; (ii) for PaaS, use underlying software as embodied or used in the
Service; and (iii) view, copy, upload and download (where applicable), and use Contractor's
documentation.
No Contractor terms, including standard click through license or website terms or use of privacy
policy, shall apply to Purchasing Entities unless such terms are included in this Master Agreement.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
Exhibit 3 to the Master Agreement: Infrastructure -as -a -Service
1. Data Ownership: The Purchasing Entity will own all right, title and interest in its data that is
related to the Services provided by this Master Agreement. The Contractor shall not access
Purchasing Entity user accounts or Purchasing Entity data, except (1) in the course of data
center operations, (2) in response to service or technical issues, (3) as required by the express
terms of this Master Agreement, Participating Addendum, SLA, and/or other contract
documents, or (4) at the Purchasing Entity's written request.
Contractor shall not collect, access, or use user -specific Purchasing Entity Data except as strictly
necessary to provide Service to the Purchasing Entity. No information regarding a Purchasing
Entity's use of the Service may be disclosed, provided, rented or sold to any third party for any
reason unless required by law or regulation or by an order of a court of competent jurisdiction. This
obligation shall survive and extend beyond the term of this Master Agreement.
2. Data Protection: Protection of personal privacy and data shall be an integral part of the
business activities of the Contractor to ensure there is no inappropriate or unauthorized use of
Purchasing Entity information at any time. To this end, the Contractor shall safeguard the
confidentiality, integrity and availability of Purchasing Entity information and comply with the
following conditions:
a. The Contractor shall implement and maintain appropriate administrative, technical and
organizational security measures to safeguard against unauthorized access, disclosure or
theft of Personal Data and Non -Public Data. Such security measures shall be in accordance
with recognized industry practice and not less stringent than the measures the Contractor
applies to its own Personal Data and Non -Public Data of similar kind.
b. All data obtained by the Contractor in the performance of the Master Agreement shall
become and remain the property of the Purchasing Entity.
c. All Personal Data shall be encrypted at rest and in transit with controlled access. Unless
otherwise stipulated, the Contractor is responsible for encryption of the Personal Data. Any
stipulation of responsibilities will identify specific roles and responsibilities and shall be
included in the service level agreement (SLA), or otherwise made a part of the Master
Agreement.
d. Unless otherwise stipulated, the Contractor shall encrypt all Non -Public Data at rest and
in transit. The Purchasing Entity shall identify data it deems as Non -Public Data to the
Contractor. The level of protection and encryption for all Non -Public Data shall be identified
in the SLA.
e. At no time shall any data or processes — that either belong to or are intended for the
use of a Purchasing Entity or its officers, agents or employees — be copied, disclosed or
retained by the Contractor or any party related to the Contractor for subsequent use in any
transaction that does not include the Purchasing Entity.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
f. The Contractor shall not use any information collected in connection with the Services
issued from this Master Agreement for any purpose other than fulfilling the Services.
3. Data Location: The Contractor shall provide its services to the Purchasing Entity and its end
users solely from data centers in the U.S. Storage of Purchasing Entity data at rest shall be
located solely in data centers in the U.S. The Contractor shall not allow its personnel or
contractors to store Purchasing Entity data on portable devices, including personal computers,
except for devices that are used and kept only at its U.S. data centers. The Contractor shall
permit its personnel and contractors to access Purchasing Entity data remotely only as required
to provide technical support. The Contractor may provide technical user support on a 24/7 basis
using a Follow the Sun model, unless otherwise prohibited in a Participating Addendum.
4. Security Incident or Data Breach Notification: The Contractor shall inform the Purchasing Entity
of any security incident or data breach related to Purchasing Entity's Data within the possession
or control of the Contractor and related to the service provided under the Master Agreement,
Participating Addendum, or SLA. Such notice shall include, to the best of Contractor's
knowledge at that time, the persons affected, their identities, and the Confidential Information
and Data disclosed, or shall include if this information is unknown.
a. Security Incident Reporting Requirements: The Contractor shall report a security
incident to the Purchasing Entity identified contact immediately as soon as possible or
promptly without out reasonable delay, or as defined in the SLA.
b. Breach Reporting Requirements: If the Contractor has actual knowledge of a confirmed
data breach that affects the security of any purchasing entity's content that is subject to
applicable data breach notification law, the Contractor shall (1) as soon as possible or
promptly without out reasonable delay notify the Purchasing Entity, unless shorter time is
required by applicable law, and (2) take commercially reasonable measures to address the
data breach in a timely manner.
S. Breach Responsibilities: This section only applies when a Data Breach occurs with respect to
Personal Data within the possession or control of the Contractor and related to the service
provided under the Master Agreement, Participating Addendum, or SLA.
a. The Contractor, unless stipulated otherwise, shall immediately notify the appropriate
Purchasing Entity identified contact by telephone in accordance with the agreed upon
security plan or security procedures if it reasonably believes there has been a security
incident.
b. The Contractor, unless stipulated otherwise, shall promptly notify the appropriate
Purchasing Entity identified contact within 48 hours or sooner by telephone, unless shorter
time is required by applicable law, if it has confirmed that there is, or reasonably believes
that there has been a data breach. The Contractor shall (1) cooperate with the Purchasing
Entity as reasonably requested by the Purchasing Entity to investigate and resolve the Data
Breach, (2) promptly implement necessary remedial measures, if necessary, and (3)
document responsive actions taken related to the Data Breach, including any post -incident
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
review of events and actions taken to make changes in business practices in providing the
services, if necessary.
6. Notification of Legal Requests: If legally permissible, the Contractor shall contact the
Purchasing Entity upon receipt of any electronic discovery, litigation holds, discovery searches
and expert testimonies related to the Purchasing Entity's data under the Master Agreement, or
which in any way might reasonably require access to the data of the Purchasing Entity. The
Contractor shall not respond to subpoenas, service of process and other legal requests related
to the Purchasing Entity without first notifying and obtaining the approval of the Purchasing
Entity, unless prohibited by law.
7. Termination and Suspension of Service:
a. In the event of an early termination of the Master Agreement, Participating or SLA,
Contractor shall allow for the Purchasing Entity to retrieve its digital content and provide
for the subsequent secure disposal of the Purchasing Entity's digital content.
b. During any period of service suspension, the Contractor shall not take any action to
intentionally erase or otherwise dispose of any of the Purchasing Entity's data.
c. In the event of early termination of any Services or agreement in entirety, the
Contractor shall not take any action to intentionally erase any Purchasing Entity's data for a
period of 1) 45 days after the effective date of termination, if the termination is for
convenience; or 2) 60 days after the effective date of termination, if the termination is for
cause. After such day period, the Contractor shall have no obligation to maintain or provide
any Purchasing Entity data and shall thereafter, unless legally prohibited, delete all
Purchasing Entity data in its systems or otherwise in its possession or under its control. In
the event of either termination for cause, the Contractor will impose no fees for access and
retrieval of digital content to the Purchasing Entity.
d. The Purchasing Entity shall be entitled to any post termination assistance generally
made available with respect to the services, unless a unique data retrieval arrangement has
been established as part of an SLA.
e. Upon termination of the Services or the Agreement in its entirety, Contractor shall
securely dispose of all Purchasing Entity's data in all of its forms, such as disk, CD/ DVD,
backup tape and paper, unless stipulated otherwise by the Purchasing Entity. Data shall be
permanently deleted and shall not be recoverable, according to National Institute of
Standards and Technology (NIST)-approved methods. Certificates of destruction shall be
provided to the Purchasing Entity.
8. Background Checks:
a. Upon the request of the Purchasing Entity, the Contractor shall conduct criminal
background checks and not utilize any staff, including subcontractors, to fulfill the
obligations of the Master Agreement who have been convicted of any crime of dishonesty,
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
including but not limited to criminal fraud, or otherwise convicted of any felony or
misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The
Contractor shall promote and maintain an awareness of the importance of securing the
Purchasing Entity's information among the Contractor's employees and agents.
b. The Contractor and the Purchasing Entity recognize that security responsibilities are
shared. The Contractor is responsible for providing a secure infrastructure. The Purchasing
Entity is responsible for its secure guest operating system, firewalls and other logs captured
within the guest operating system. Specific shared responsibilities are identified within the
SLA.
c. If any of the stated personnel providing services under a Participating Addendum is not
acceptable to the Purchasing Entity in its sole opinion as a result of the background or
criminal history investigation, the Purchasing Entity, in its' sole option shall have the right
to either (1) request immediate replacement of the person, or (2) immediately terminate
the Participating Addendum and any related service agreement.
9. Access to Security Logs and Reports:
a. The Contractor shall provide reports on a schedule specified in the SLA to the Contractor
directly related to the infrastructure that the Contractor controls upon which the
Purchasing Entity's account resides. Unless otherwise agreed to in the SLA, the Contractor
shall provide the public jurisdiction a history or all API calls for the Purchasing Entity
account that includes the identity of the API caller, the time of the API call, the source IP
address of the API caller, the request parameters and the response elements returned by
the Contractor. The report will be sufficient to enable the Purchasing Entity to perform
security analysis, resource change tracking and compliance auditing
b. The Contractor and the Purchasing Entity recognize that security responsibilities are
shared. The Contractor is responsible for providing a secure infrastructure. The Purchasing
Entity is responsible for its secure guest operating system, firewalls and other logs captured
within the guest operating system. Specific shared responsibilities are identified within the
SLA.
10. Contract Audit: The Contractor shall allow the Purchasing Entity to audit conformance to the
Master Agreement terms. The Purchasing Entity may perform this audit or contract with a third
party at its discretion and at the Purchasing Entity's expense.
11. Data Center Audit: The Contractor shall perform an independent audit of its data centers at
least annually and at its own expense, and provide an unredacted version of the audit report
upon request. The Contractor may remove its proprietary information from the unredacted
version. For example, a Service Organization Control (SOC) 2 audit report would be sufficient.
12. Change Control and Advance Notice: The Contractor shall give a minimum forty eight (48) hour
advance notice (or as determined by a Purchasing Entity and included in the SLA) to the
Purchasing Entity of any upgrades (e.g., major upgrades, minor upgrades, system changes) that
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
may impact service availability and performance. A major upgrade is a replacement of
hardware, software or firmware with a newer or better version in order to bring the system up
to date or to improve its characteristics. It usually includes a new version number.
Contractor will make updates and upgrades available to Purchasing Entity at no additional costs
when Contractor makes such updates and upgrades generally available to its users.
No update, upgrade or other charge to the Service may decrease the Service's functionality,
adversely affect Purchasing Entity's use of or access to the Service, or increase the cost of the
Service to the Purchasing Entity.
Contractor will notify the Purchasing Entity at least sixty (60) days in advance prior to any major
update or upgrade.
13. Security: As requested by a Purchasing Entity, the Contractor shall disclose its non-proprietary
system security plans (SSP) or security processes and technical limitations to the Purchasing
Entity such that adequate protection and flexibility can be attained between the Purchasing
Entity and the Contractor. For example: virus checking and port sniffing — the Purchasing Entity
and the Contractor shall understand each other's roles and responsibilities.
14. Non -disclosure and Separation of Duties: The Contractor shall enforce separation of job duties,
require commercially reasonable non -disclosure agreements, and limit staff knowledge of
Purchasing Entity data to that which is absolutely necessary to perform job duties.
15. Import and Export of Data: The Purchasing Entity shall have the ability to import or export data
in piecemeal or in entirety at its discretion without interference from the Contractor at any time
during the term of Contractor's contract with the Purchasing Entity. This includes the ability for
the Purchasing Entity to import or export data to/from other Contractors. Contractor shall
specify if Purchasing Entity is required to provide its' own tools for this purpose, including the
optional purchase of Contractors tools if Contractors applications are not able to provide this
functionality directly.
16. Responsibilities and Uptime Guarantee: The Contractor shall be responsible for the acquisition
and operation of all hardware, software and network support related to the services being
provided. The technical and professional activities required for establishing, managing and
maintaining the environments are the responsibilities of the Contractor. The system shall be
available 24/7/365 (with agreed -upon maintenance downtime), and provide service to
customers as defined in the SLA.
17. Subcontractor Disclosure: Contractor shall identify all of its strategic business partners related
to services provided under this Master Agreement, including but not limited to all
subcontractors or other entities or individuals who may be a party to a joint venture or similar
agreement with the Contractor, and who shall be involved in any application development
and/or operations.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
18. Business Continuity and Disaster Recovery: The Contractor shall provide a business continuity
and disaster recovery plan upon request and ensure that the Purchasing Entity's recovery time
objective (RTO) of XXX hours/days is met. (XXX hour/days shall be provided to Contractor by the
Purchasing Entity.) Contractor must work with the Purchasing Entity to perform an annual
Disaster Recovery test and take action to correct any issues detected during the test in a time
frame mutually agreed between the Contractor and the Purchasing Entity.
19. Subscription Terms: Contractor grants to a Purchasing Entity a license to: (i) access and use the
Service for its business purposes; (ii) for IaaS, use underlying software as embodied or used in the
Service; and (iii) view, copy, upload and download (where applicable), and use Contractor's
documentation.
No Contractor terms, including standard click through license or website terms or use of privacy policy,
shall apply to Purchasing Entities unless such terms are included in this Master Agreement via
amendment.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
NASPO ValuePoint
PARTICIPATING ADDENDUM
CLOUD SOLUTIONS
Administered by the State of Utah (hereinafter "Lead State")
Alternative Contract Source No: 43230000-NASPO-16-ACS
Carahsoft
Master Agreement No: AR2472
(hereinafter "Contractor")
And
Florida Department of Management Services
(hereinafter "Department/Participating State/Entity")
The State of Utah, acting by and through the National Association of State Procurement Officials
(NASPO) ValuePoint, competitively procured and awarded a Request for Proposal resulting in Master
Agreement number AR2472. The Master Agreement was created as a cooperative purchasing
agreement for Cloud Solutions. This Participating Addendum is entered into pursuant to Section
287.042, Florida Statutes.
The Department is authorized by subsection 287.042(16), Florida Statutes, "to evaluate
contracts let by the Federal Government, another state, or a political subdivision for the provision of
commodities and contract services, and, if it is determined in writing to be cost-effective and in the
best interest of the state, to enter into a written agreement authorizing an agency to make purchases
under such contract." Accordingly, agencies and eligible users (Customer) may make purchases from
this Participating Addendum pursuant to the terms and conditions herein.
The Department evaluated the Master Agreement, and hereby acknowledges that use of the
Master Agreement as an alternative contract source is cost-effective and in the best interest of the
State.
This Participating Addendum and all incorporated Exhibits, set forth the entire understanding of
the Parties and supersedes all prior agreements.
Accordingly, the Parties agree as follows:
1. Term and Effective Date
The initial term of this Participating Addendum will become effective on the date the document
is signed by all Parties, and shall be effective through September 30, 2020, unless terminated
earlier in accordance with the General Contract Conditions.
2. Renewal
Upon agreement of the Parties, the Department and the Contractor may renew this
Participating Addendum in accordance with section 287.057(13), Florida Statutes, and Rule
60A-1.048, Florida Administrative Code. Renewals must be in writing and are subject to the
same terms, conditions, and modifications set forth in this Participating Addendum. Renewal
determinations will be based upon utilization and achieved savings.
3. Modifications or Additions to Master Agreement
The following changes are modifying or supplementing the Master Agreement terms and
conditions.
a. Scope:
The Contractor's Master Agreement products or services listed on the Contractor's page of
the NASPO ValuePoint website are included in this contract only if they are not offered on
a State Term Contract.
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In accordance to 74-3.004, F.A.C., Agency requests for Infrastructure as a Service (laaS)
must be submitted via a Service Request to the State Data Center.
b. Exhibits: All Exhibits attached and listed below are incorporated in their entirety into, and
form part of this Participating Addendum. The Participating Addendum Exhibits shall have
priority in the order listed:
1) Exhibit A: Contract Conditions, Florida General
2) Exhibit B: Contract Conditions, Florida Special
3) Exhibit C: NASPO ValuePoint Master Agreement Number AR2472
If a conflict exists among any of the documents, the following shall have priority in the
order listed below:
1) The Addendum
2) Florida Special Contract Conditions, Exhibit B
3) Florida General Contract Conditions, Exhibit A
4) NASPO ValuePoint Master Agreement Number AR2472 Exhibit C
c. Participation: Use of specific NASPO ValuePoint cooperative contracts by agencies,
political subdivisions and other entities (including cooperatives) authorized by an individual
state's statutes are subject to the prior approval of the respective State Chief Procurement
Official. Issues of interpretation and eligibility for participation are solely within the authority
of the State Chief Procurement Official.
d. Access to Cloud Solutions Services Requires State CIO Approval: Unless otherwise
stipulated in this Participating Addendum, specific services accessed through the NASPO
ValuePoint cooperative Master Agreements for Cloud Solutions by state executive branch
agencies are subject to the authority and prior approval of the State Chief Information
Officer's Office. The State Chief Information Officer means the individual designated by
the state Governor within the Executive Branch with enterprise -wide responsibilities for
leadership and management of information technology resources of a state. Any agency
requests for Infrastructure as a Service must be submitted via a service request to the state
data center. See section 3.a. above.
e. Authorization: Approval of this Participating Addendum by the State Chief Procurement
Official and State Chief Information Officer is an authorization for participation in the
NASPO cooperative contract process, it is not intended as an approval of any specific
purchase or solution. It is the responsibility of the Customer to validate all terms and
conditions and to ensure compliance with all applicable statutes and rules.
f. Request for Quotes: Customers purchasing Cloud Solutions from this Participating
Addendum shall create a Request for Quote (RFQ), each time they desire to purchase
Cloud Solutions. The Customer shall issue a detailed RFQ to the ACS Contractor(s) who
offer the applicable cloud solutions(s). The specific format of the RFQ is left to the
discretion of the Customer, but must contain the following:
1) Applicable service and deployment model(s);
2) Data security classification;
3) Service level agreement requirements; and
4) Exit strategy considerations.
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Page 3 of 15
g. Enterprise Agreements: The Contractor shall honor any Volume or Enterprise
Agreement(s) established between a State of Florida agency and the manufacturer of
products or services offered under their Master Agreement.
h. Purchase Orders: Customers shall issue purchase orders under this Participating
Addendum to their awarded RFQ Contractor using this State of Florida ACS number
43230000-NASPO-16-ACS. The purchase order period survives the expiration of the
Contract. The duration of purchase orders must not exceed the expiration of the Contract
by more than 12 months.
i. Contractor Selection Justification Form: Customers purchasing Cloud Solutions from this
Participating Addendum shall attach to the purchase order a completed Contractor
Selection Justification Form (Attachment A).
4. Warranty of Authority
Each person signing this document warrants that he or she is duly authorized to do so and to
bind the respective party.
5. Entire Agreement of the Parties
This document and the attached exhibits constitute the Participating Addendum and the entire
understanding of the parties.
6. Amendments
All modifications to this Participating Addendum must be in writing and signed by all Parties.
No oral modifications to this Participating Addendum are permitted.
Notwithstanding the order listed in section 3b, amendments executed after the Participating
Addendum is executed may expressly change the provisions of the Participating Addendum. If
they do so expressly, then the most recent amendment will take precedence over anything
else that is part of the Participating Addendum.
IN WITNESS THEREOF, the Parties hereto have caused this agreement, which includes the
attached and incorporated Exhibits, to be executed by their undersigned officials as duly authorized.
This agreement is not valid and binding until signed and dated by the Parties.
Partici atin State: Florida
Contractor: Carahsoft
Name: Dave Zeckman
Name: Robert R. Moore
Title: Chief of Staff
Title:
Vice President
Date: 01 I 20n
Date: June 26, 2017
J
Florlida'A Chie roch4ement Officer:
Florida's Chieflaformation Officer
By:
By:
Name: R z gr
Name: Eric Larson
Title: Direct of S to Purchasing and
Chief Proc eme Officer
Title: Executive Director of the Florida Agency for
State Technology and Chief Information Officer
Date:7A
Date: ,7�� 5��
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Page 4 of 15
Alternate Contract Source No. 43230000-NASPO-16-ACS
Exhibit A
GENERAL CONTRACT CONDITIONS
Table of Contents
SECTION 1.
DEFINITIONS.......................................................................................................4
SECTION 2.
CONTRACT TERM AND TERMINATION.............................................................4
SECTION 3.
PAYMENT AND FEES..........................................................................................5
SECTION 4.
CONTRACT MANAGEMENT................................................................................6
SECTION 5.
COMPLIANCE WITH LAWS.................................................................................7
SECTION 6.
MISCELLANEOUS................................................................................................8
SECTION 7.
WORKERS' COMPENSATION AND GENERAL LIABILITY INSURANCE, AND
INDEMNIFICATION....................................................................................................................9
SECTION 8.
PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT AND
INTELLECTUAL
PROPERTY...................................................................................................10
SECTION 9.
DATA SECURITY AND SERVICES....................................................................11
SECTION 10.
GRATUITIES AND LOBBYING.........................................................................12
SECTION 11.
CONTRACT MONITORING..............................................................................12
SECTION 12.
CONTRACT AUDITS........................................................................................12
SECTION 13.
BACKGROUND SCREENING AND SECURITY...............................................13
These General
Contract Conditions supersede and replace in their entirety all General Contract
Conditions,
Form PUR 1000, which is incorporated by reference in Rule 60A-1.002,
Florida
Administrative Code (F.A.C.)
SECTION 1. DEFINITIONS.
The following definition applies in addition to the definitions in Chapter 287, Florida Statutes, (F.S.) and
Rule Chapter 60A-1, F.A.C.:
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant to the
Contract.
SECTION 2. TERMINATION.
2.1 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the best
interest of the State of Florida. If the Contract is terminated before performance is completed,
the Contractor will be paid only for that work satisfactorily performed for which costs can be
substantiated. Such payment, however, may not exceed an amount which is the same
percentage of the Contract price as the amount of work satisfactorily performed. All work in
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progress will become the property of the Customer and will be turned over promptly by the
Contractor.
2.2 Termination for Cause.
If the Department determines that the performance of the Contractor is not satisfactory, the
Department may, at its sole discretion, (a) immediately terminate the Contract, (b) notify the
Contractor of the deficiency with a requirement that the deficiency be corrected within a
specified time, otherwise the Contract will terminate at the end of such time, or (c) take other
action deemed appropriate by the Department.
SECTION 3. PAYMENT AND FEES
3.1 Payment Invoicing.
The Contractor will be paid upon submission of properly certified invoices to the Customer
after delivery and acceptance of commodities or contractual services is confirmed by the
Customer. Invoices must contain detail sufficient for an audit and contain the Contract
Number and the Contractor's Federal Employer Identification Number.
3.2 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in
writing, and may be reimbursed only in accordance with section 112.061, F.S.
3.3 Annual Appropriation.
Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess of
one fiscal year, the State of Florida's performance and obligation to pay under the Contract
is contingent upon an annual appropriation by the Legislature.
3.4 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22),
Florida Statutes. All payments issued by Customers to registered Vendors for purchases of
commodities or contractual services will be assessed Transaction Fees as prescribed by rule
60A-1.031, Florida Administrative Code, or as may otherwise be established by law. Vendors
must pay the Transaction Fees and agree to automatic deduction of the Transaction Fees,
when automatic deduction becomes available. Vendors will submit any monthly reports
required pursuant to the rule. All such reports and payments will be subject to audit. Failure to
comply with the payment of the Transaction Fees or reporting of transactions will constitute
grounds for declaring the Vendor in default and subject the Vendor to exclusion from business
with the State of Florida.
3.5 Taxes.
The State of Florida is not required to pay any taxes, including customs and tariffs, on
commodities or contractual services purchased under the Contract.
3.6 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed pursuant
to the terms of the Contract that were disbursed to the Contractor by the Department or
Customer. The Contractor must return any overpayment within 40 calendar days after either
discovery by the Contractor, its independent auditor, or notification by the Department or
Customer of the overpayment.
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SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer within
the manner and at the location specified in the Purchase Order and any attachments to the
Purchase Order.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract Manager
by certified mail, return receipt requested, by reputable air courier service, email, or by
personal delivery, or as otherwise identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager, is primarily responsible for the Department's oversight of
the Contract. In the event that the Department changes the Contract Manager, the Department
will notify the Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor's Contract Manager.
The Contractor's Contract Manager is primarily responsible for the Contractor's oversight of
the Contract performance. In the event that the Contractor changes its Contract Manager, the
Contractor will notify the Department. Such a change does not require an amendment to the
Contract.
4.5 Diversity Reporting.
The State of Florida supports its diverse business community by creating opportunities for
woman-, veteran-, and minority -owned small business enterprises to participate in
procurements and contracts. The Department encourages supplier diversity through
certification of woman-, veteran-, and minority -owned small business enterprises, and provides
advocacy, outreach, and networking through regional business events. For additional
information, please contact the Office of Supplier Diversity (OSD) at
osdinfo@dms.myflorida.com.
Upon request, the Contractor will report to the Department its spend with business enterprises
certified by the OSD. These reports must include the time period covered, the name and
Federal Employer Identification Number of each business enterprise utilized during the period,
commodities and contractual services provided by the business enterprise, and the amount
paid to the business enterprise on behalf of each Customer purchasing under the Contract.
4.6 RESPECT.
Subject to the agency determination provided for in Section 413.036, F.S., the following
statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE
SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413,
FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME
PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA
STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR
OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS
CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY
INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE
CONCERNED.
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Additional information about the designated nonprofit agency and the commodities or
contractual services it offers is available at http://www.respectofflorida.org.
4.7 PRIDE.
Subject to the agency determination provided for in Sections 946.515 and 287.042(1), F.S.,
the following statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH
ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL
BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946,
F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH
IN SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT
THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE
PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED
FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE
CONCERNED.
Additional information about PRIDE and the commodities or contractual services it offers is
available at http://www.pride-enterprises.org.
SECTION 5. COMPLIANCE WITH LAWS.
5.1 Department of State Registration.
The Contractor and any subcontractors that assert corporate status must provide the
Department with conclusive evidence, per section 607.0127, F.S., of a certificate of status, not
subject to qualification, if a Florida business entity, or of a certificate of authorization if a
foreign business entity and maintain such status or authorization through the life of the
Contract and any resulting contract or purchase order.
5.2 Convicted and Discriminatory Vendor Lists.
In accordance with sections 287.133 and 287.134, F.S., an entity or affiliate who is on the
Convicted Vendor List or the Discriminatory Vendor List may not perform work as a contractor,
supplier, subcontractor, or consultant under the Contract. The Contractor must notify the
Department if it or any of its suppliers, subcontractors or consultants have been placed on the
Convicted Vendor List or the Discriminatory Vendor List during the term of the Contract.
5.3 Contractor Certification.
If the Contract exceeds $1,000,000.00 in total, not including renewal years, Contractor certifies
that it is not listed on either the Scrutinized Companies with Activities in Sudan List, the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the
Scrutinized Companies that Boycott Israel List created pursuant to sections 215.473, F.S. and
215.4725 F.S, respectively. Pursuant to section 287.135(5), F.S., and 287.135(3), F.S.,
Contractor agrees the Department may immediately terminate the Contract for cause if the
Contractor is found to have submitted a false certification or if Contractor is placed on the
Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities
in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List,
or is engaged in a boycott of Israel during the term of the Contract.
5.4 Cooperation with Inspector General.
Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor,
understand and will comply with their duty to cooperate with the Inspector General in any
investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or
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any other authorized State official, the Contractor must provide any type of information the
Inspector General deems relevant to the Contractor's integrity or responsibility. Such
information may include, but will not be limited to, the Contractor's business or financial
records, documents, or files of any type or form that refer to or relate to the Contract. The
Contractor will retain such records for five years after the expiration of the Contract, or the
period required by the General Records Schedules maintained by the Florida Department of
State (available at: http://dos.m)florida.com/library-archives/records-management/general-
records-schedules/), whichever is longer. The Contractor agrees to reimburse the State of
Florida for the reasonable costs of investigation incurred by the Inspector General or other
authorized State of Florida official for investigations of the Contractor's compliance with the
terms of this or any other agreement between the Contractor and the State of Florida which
results in the suspension or debarment of the Contractor. Such costs will include, but will not
be limited to: salaries of investigators, including overtime; travel and lodging expenses; and
expert witness and documentary fees.
SECTION 6. MISCELLANEOUS.
6.1 Notice of Legal Actions.
The Contractor must notify the Department of any legal actions filed against it for a violation of
any laws, rules, codes, ordinances or licensing requirements within 30 days of the action being
filed. The Contractor must notify the Department of any legal actions filed against it for a
breach of a contract of similar size and scope to this Contract within 30 days of the action
being filed. Failure to notify the Department of a legal action within 30 days of the action will
be grounds for termination for cause of the Contract.
6.2 Subcontractors.
All contactors, dealers, and resellers authorized by the Department, as shown on the
dedicated Contractor NASPO ValuePoint website, are approved to provide sales and service
support to participants in the Master Agreement. The Contractor's dealer participation will be in
accordance with the terms and conditions set forth in the Master Agreement. The Contractor is
fully responsible for satisfactory completion of all subcontracted work. The Department
supports diversity in its procurements and contracts, and requests that Contractor offer
subcontracting opportunities to certified woman-, veteran-, and minority -owned small
businesses. The Contractor may contact the OSD at osdhelp(a)-dms.myflorida.com for
information on certified small business enterprises available for subcontracting opportunities.
6.3 Assignment.
The Contractor will not sell, assign or transfer any of its rights, duties or obligations under the
Contract without the prior written consent of the Department. In the event of any assignment,
the Contractor remains secondarily liable for performance of the Contract. The Department
may assign the Contract to another state agency.
6.4 Independent Contractor.
The Contractor and its employees, agents, representatives, and subcontractors are not
employees or agents of the Department and are not entitled to the benefits of State of Florida
employees. The Department will not be bound by any acts or conduct of the Contractor or its
employees, agents, representatives, or subcontractors. The Contractor agrees to include this
provision in all of its subcontracts under the Contract.
6.5 Ombudsman.
A Vendor Ombudsman has been established within the Department of Financial Services.
The duties of this office are found in section 215.422, F.S., which include disseminating
information relative to prompt payment and assisting contractors in receiving their payments in
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a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-
5516.
6.6 Information Technology Standards
Pursuant to sections 282.0051 and 282.318, F.S., the Agency for State Technology (AST) is to
establish standards for the implementation and management of information technology
resources. Vendors agree to cooperate with the state agency in furtherance of the state
agency's efforts to comply with AST standards, established in Rule Chapter 74, F.A.C, as
applicable.
SECTION 7. WORKERS' COMPENSATION AND GENERAL LIABILITY INSURANCE, AND
INDEMNIFICATION
7.1 Workers' Compensation Insurance.
To the extent required by law, the Contractor must be self -insured against, or must secure and
maintain during the life of the contract, Worker's Compensation Insurance for all its employees
connected with the work of this project, and in case any work is subcontracted, the Contractor
must require the subcontractor similarly to provide Worker's Compensation Insurance for all of
the latter's employees unless such employees engaged in work under the resulting contract
are covered by the Contractor's insurance program. Self-insurance or insurance coverage
must comply with the Florida Worker's Compensation law. In the event hazardous work is
being performed by the Contractor under the resulting contract or purchase order and any
class of employees performing the hazardous work is not protected under Worker's
Compensation statutes, the Contractor must provide, and cause each subcontractor to provide
adequate insurance satisfactory to the Department for the protection of employees not
otherwise protected.
7.2 General Liability Insurance.
The Contractor must secure and maintain Commercial General Liability Insurance including
bodily injury, property damage, product -liability, personal & advertising injury and completed
operations. This insurance must provide coverage for all claims that may arise from the
services, and operations completed under the Contract and any resulting contract or purchase
order, whether such services or operations are by the Contractor or anyone directly or
indirectly employed by them. Such insurance must include a Hold Harmless Agreement in
favor of the State of Florida and also include the State of Florida as an Additional Named
Insured for the entire length of the Contract and any resulting contract or purchase order. The
Contractor is responsible for determining the minimum limits of liability necessary to provide
reasonable financial protections to the Contractor and the State of Florida under the Contract
and any resulting contract or purchase order.
All insurance policies must be with insurers licensed or eligible to transact business in the
State of Florida. The Contractor's current certificate of insurance must contain a provision that
the insurance must not be canceled for any reason except after thirty (30) days written notice
to the Department's Contract Manager.
The Contractors must submit insurance certificates evidencing such insurance coverage prior
to execution of a contract with the Department.
The Contractor must require its insurance carrier to add the Department to the insurance
policies as an additional insured, as provided below:
Florida Department of Management Services
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c/o Division of State Purchasing
4050 Esplanade Way, Suite 36060
Tallahassee, Florida 32399-0950
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT AND
INTELLECTUAL PROPERTY.
8.1 Public Records.
The Department may unilaterally cancel this Contract for refusal by the Contractor to comply
with this section by not allowing public access to all documents, papers, letters or other
material made or received by the Contractor in conjunction with the Contract, unless the
records are exempt from section 24(a) of Article I of the State Constitution and section
119.07(1), F.S.
Solely for the purposes of this section the contract manager is the agency custodian of public
records, unless another is designated per (e), below.
If, under a resulting contract or purchase order, the Contractor is providing services and is
acting on behalf of a public agency, as provided by section 119.0701, Florida Statutes. The
Contractor shall:
(a) Keep and maintain public records required by the public agency to perform the service;
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
within reasonable time and at a cost that does not exceed the cost provided in Chapter 119,
Florida Statutes, or as otherwise provided by law;
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure are not disclosed except as authorized by law for the duration of the contract term
and following the completion of the contract if the contractor does not transfer the records to
the public agency;
(d) Upon completion of the contract, transfer, at no cost, to the public agency all public records
in possession of the Contractor or keep and maintain public records required by the public
agency to perform the service. If the contractor transfers all public records to the public agency
upon completion of the contract, the contractor shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure requirements. If the
contractor keeps and maintains public records upon completion of the contract, the contractor
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public agency's
custodian of public records, in a format that is compatible with the information technology
systems of the public agency; and
(e) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL ADDRESS AND MAILING
ADDRESS PROVIDED IN THE RESULTING CONTRACT OR PURCHASE ORDER.
8.2 Protection of Trade Secrets or Confidential Information.
If the Contractor considers any portion of materials made or received in the course of
performing the Contract ("contract -related materials") to be trade secret under section
812.081, F.S., or otherwise confidential under Florida or federal law, the Contractor must
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clearly designate that portion of the materials as "confidential" when submitted to the
Department.
If the Department receives a public records request for contract -related materials designated
by the Contractor as "confidential," the Department will provide only the portions of the
contract -related materials not designated as "confidential." If the requester asserts a right to
examine contract -related materials designated as "confidential," the Department will notify the
Contractor. The Contractor will be responsible for responding to and resolving all claims for
access to contract -related materials it has designated "confidential."
If the Department is served with a request for discovery of contract -related materials
designated "confidential," the Department will promptly notify the Contractor about the request.
The Contractor will be responsible for filing the appropriate motion or objection in response to
the request for discovery. The Department will provide materials designated "confidential" only
if the Contractor fails to take appropriate action, within timeframes established by statute and
court rule, to protect the materials designated as "confidential" from disclosure.
The Contractor will protect, defend, and indemnify the Department for claims, costs, fines, and
attorney's fees arising from or relating to its designation of contract -related materials as
"confidential."
8.3 Document Management.
The Contractor must retain sufficient documentation to substantiate claims for payment under
the Contract and all other records, electronic files, papers and documents that were made in
relation to this Contract. Contractor must retain all documents related to the Contract for five
years after expiration of the Contract, or, if longer, the period required by the General Records
Schedules maintained by the Florida Department of State available at:
http://dos.myflorida.com/library-archives/records-management/general-records-schedules/.
SECTION 9. DATA SECURITY AND SERVICES.
9.1 Warranty of Security.
Unless otherwise agreed in writing, the Contractor and its subcontractors will not perform any
of the services from outside of the United States, and the Contractor will not allow any State of
Florida Data to be sent by any medium, transmitted or accessed outside of the United States.
Notwithstanding any provision of this Contract to the contrary, the Contractor must notify the
Department as soon as possible, in accordance with the requirements of section 501.171,
F.S., and in all events within one (1) business day in the event Contractor discovers any Data
is breached, any unauthorized access of Data occurs (even by persons or companies with
authorized access for other purposes), any unauthorized transmission of Data or any credible
allegation or suspicion of a material violation of the above. This notification is required whether
the event affects one agency/customer or the entire population. The notification must be clear
and conspicuous and include a description of the following:
(a) The incident in general terms.
(b) The type of information that was subject to the unauthorized access and acquisition.
(c) The type and number of entities who were, or potentially have been affected by the breach.
(d) The actions taken by the Contractor to protect the Data from further unauthorized access.
However, the description of those actions in the written notice may be general so as not to
further increase the risk or severity of the breach.
9.2 Remedial Measures.
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Upon becoming aware of an alleged security breach, Contractor's Contract Manager must set
up a conference call with the Department's Contract Manager. The conference call invitation
must contain a brief description of the nature of the event. When possible, a 30 minute notice
will be given to allow Department personnel to be available for the call. If the designated time
is not practical for the Department, an alternate time for the call will be scheduled. All available
information must be shared on the call. The Contractor must answer all questions based on
the information known at that time and answer additional questions as additional information
becomes known. The Contractor must provide the Department with final documentation of the
incident including all actions that took place. If the Contractor becomes aware of a security
breach or security incident outside of normal business hours, the Contractor must notify the
Department's Contract Manager and in all events, within one business day.
9.3 Indemnification (Breach of Warranty of Security).
The Contractor agrees to defend, indemnify and hold harmless the Department, Customer, the
State of Florida, its officers, directors and employees for any claims, suits or proceedings
related to a breach of the Warranty of Security. The Contractor will include credit monitoring
services at its own cost for those individuals affected or potentially affected by a breach of this
warranty for a two year period of time following the breach.
9.4 Annual Certification.
The Contractor is required to submit an annual certification demonstrating compliance with the
Warranty of Security to the Department by December 31 of each Contract year.
SECTION 10. GRATUITIES AND LOBBYING.
10.1 Gratuities.
The Contractor will not, in connection with this Contract, directly or indirectly (1) offer, give, or
agree to give anything of value to anyone as consideration for any State of Florida officer or
employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation
of a known legal duty, or (2) offer, give, or agree to give to anyone anything of value for the
benefit of, or at the direction or request of, any State of Florida officer or employee.
10.2 Lobbying.
In accordance with sections 11.062 and 216.347, F.S., Contract funds are not for the purpose
of lobbying the Legislature, the judicial branch, or the Department. Pursuant to subsection
287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying the executive or
legislative branch concerning the scope of services, performance, term, or compensation
regarding the Contract, after the Contract execution and during the Contract's term.
SECTION 11. CONTRACT MONITORING.
11.1 Financial Consequences of Non -Performance.
If the corrective action plan is unacceptable to the Department or Customer, or fails to remedy
the performance deficiencies, the Contractor will be assessed a non-performance retainage
equivalent to 10% of the total invoice amount or as specified in the Contract. The retainage
will be applied to the invoice for the then -current billing period. The retainage will be withheld
until the Contractor resolves the deficiency. If the deficiency is subsequently resolved, the
Contractor may invoice the Customer for the retained amount during the next billing period. If
the Contractor is unable to resolve the deficiency, the funds retained will be forfeited.
SECTION 12. CONTRACT AUDITS.
12.1 Payment Audit.
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Records of costs incurred under terms of the Contract will be maintained. Records of costs
incurred will include the Contractor's general accounting records, together with supporting
documents and records of the Contractor and all subcontractors performing work, and all other
records of the Contractor and subcontractors considered necessary by the Department, State
of Florida's Chief Financial Officer or the Office of the Auditor General for audit.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 E-Verify.
In accordance with Executive Order 11-116, the Contractor agrees to utilize the U.S.
Department of Homeland Security's E-Verify system to verify the employment eligibility of all
new employees hired during the term of the Contract for the services specified in the Contract.
The Contractor must also include a requirement in subcontracts that the subcontractor must
utilize the E-Verify system to verify the employment eligibility of all new employees hired by the
subcontractor during the Contract term. In order to implement this provision, the Contractor
must provide a copy of its DHS Memorandum of Understanding (MOU) to the Contract
Manager within five days of Contract execution. If the Contractor is not enrolled in DHS E-
Verify System, it will do so within five days of notice of Contract award, and provide the
Contract Manager a copy of its MOU within five days of Contract execution. The link to E-
Verify is provided below. http://www.uscis.gov/e-verify. Upon each Contractor or
subcontractor new hire, the Contractor must provide a statement within five days to the
Contract Manager identifying the new hire with its E-Verify case number.
13.2 Disqualifying Offenses.
If at any time it is determined that a person has a criminal misdemeanor or felony record
regardless of adjudication (e.g., adjudication withheld, a plea of guilty or nolo contendere, or a
guilty verdict) within the last six years from the date of the court's determination for the crimes
listed below, or their equivalent in any jurisdiction, the Contractor is required to immediately
remove that person from any position with access to State of Florida Data or directly
performing services under the Contract. The disqualifying offenses are as follows:
(a) Computer related or information technology crimes
(b) Fraudulent practices, false pretenses and frauds, and credit card crimes
(c) Forgery and counterfeiting
(d) Violations involving checks and drafts
(e) Misuse of medical or personnel records
(f) Felony theft
13.3 Communications and Confidentiality.
The Contractor agrees that it will make no statements, press releases, or publicity releases
concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed
any of the data or other information obtained or furnished in compliance with the Contract, or
any particulars thereof, during the period of the Contract, without first notifying the
Department's Contract Manager or the Department designated contact person and securing
prior written consent. The Contractor must maintain confidentiality of all confidential data,
files, and records related to the services and commodities provided pursuant to the Contract
and must comply with all state and federal laws, including, but not limited to sections 381.004,
384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures must be
consistent with the most recent version of the Department security policies, protocols, and
procedures. The Contractor must also comply with any applicable professional standards with
respect to confidentiality of information.
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Alternate Contract Source
No. 43230000-NASPO-16-ACS
EXHIBIT B
FLORIDA SPECIAL CONTRACT CONDITIONS
This Exhibit contains the Special Contract Conditions. If a conflict exists between the Special
Contract Conditions and the General Contract Conditions, the Special Contract Conditions shall take
precedence over the General Contract Conditions unless the conflicting term in the General Contract
Conditions is required by Florida law, in which case the General Contract Conditions term will take
precedence.
Special Contract Conditions are as follows:
Section 1 Delays and Complaints
Delivery delays and service complaints will be monitored on a continual basis. Documented inability
to perform under the conditions of the contract, via the established Complaint to Vendor process
(PUR 7017 form), may result in default proceedings and cancellation.
Section 2 Monthly Transaction Fee Report
The Contractor is required to submit monthly Transaction Fee Reports electronically through MFMP
VIP. All such reports and payments shall be subject to audit. Failure to comply with the payment of
the Transaction Fees or reporting of transactions shall constitute grounds for declaring the Contractor
in default and subject the Contractor to exclusion from business with the State of Florida.
For information on how to submit Transaction Fee Reports online, please reference the detailed fee
reporting instructions and Vendor training presentations available online through MFMP U on the
MyFloridaMarketPlace website (located at http://dms.myflorida.com/mfmp). Assistance is also
available from the MyFloridaMarketPlace Customer Service Desk at
feeprocessing@myfloridamarketplace.com or 866-FLA-EPRO (866-352-3776) between the hours of
8:00 AM to 6:00 PM, Eastern Time.
Section 3 Quarterly Sales Reports
Each Contractor shall submit a sales report to the Department on a Quarterly basis.
Contract Sales Reports must include the Contractor's name, the dates of Quarter covered, each
Customer's name, services provided (to include identification of the cloud solution and service model),
and the amount paid by the Customer.
Initiation and submission of the Contract Sales Reports are to be the responsibility of the Contractor
The Contractor will submit the completed Sales Report forms by email to the Department Contract
Manager no later than the due date indicated in Section 10. Submission of these reports is
considered a material requirement of this Contract and the Contractor.
Failure to provide quarterly sales reports, including those indicating no sales, within thirty (30)
calendar days following the end of each quarter (January, April, July and October) is considered as
Non -Performance by the Contractor. Exceptions may be made if a delay in submitting reports is
attributable to circumstances that are clearly beyond the control of the Contractor. The burden of
proof of unavoidable delay shall rest with the Contractor and shall be supplied in a written form and
submitted to the Department.
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The Department reserves the right to request additional sales information as needed.
Section 4 Quarterly Reporting Timeframes
Quarterly reporting timeframes coincide with the State Fiscal Year as follows:
Quarter 1 - (July -September) — Due by October 10
Quarter 2 - (October -December) — Due by January 10
Quarter 3 - (January -March) — Due by April 10
Quarter 4 - (April -June) — Due by July 10
Section 5 Business Review Meetings
The Department reserves the right to schedule business review meetings as frequently as necessary.
The Department will provide the format for the Contractor's agenda. Prior to the meeting, the
Contractor shall submit the completed agenda to the Department for review and acceptance. The
Contractor shall address the agenda items and any of the Department's additional concerns at the
meeting. Failure to comply with this section may result in the Contractor being found in default and
contract termination.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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AMENDMENT NO.: 1
Contract Amendment
CLOUD SOLUTIONS
Alternate Contract Source No. 43230000-NASPO-16-ACS
This Amendment ("Amendment") to the Cloud Solutions Contract No. 43230000-NASPO-16-
ACS ("Contract"), effective as of the last date upon which this Amendment is signed by all
parties, between the State of Florida, Department of Management Services ("Department") and
Carahsoft ("Contractor") are collectively referred to herein as the "Parties." All capitalized terms
used herein shall have the meaning assigned to them in the Participating Addendum unless
otherwise defined herein.
WHEREAS the Parties agreed that the Contract may be amended by mutual agreement as
provided in section 6, "Amendments," of the Contract;
THEREFORE, in consideration of the mutual promises contained below, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree to the following:
I. Contract Amendment. The contract is hereby amended to delete the sentence below in
section 3(a) of the Participating Addendum:
II. Contract Amendment. The Contract is hereby amended to delete and replace in its entirety
section 3(d), Access to Cloud Solutions Services Requires State CIO Approval, contained in the
Participating Addendum with the following:
d. Purchase of Infrastructure Related Services Requires AST Approval: Pursuant to
section 282.201(5) F.S., State agency requests for Infrastructure as a Service must be
submitted to the state data center, in accordance with Rule 74-3.004, F.A.C. This
requirement applies to state agencies as defined in Section 282.0041(23) F.S., in
accordance with the limitations set forth in Section 282.201(5) F.S.
III. Contract Amendment. The Contract is hereby amended to revise section 6.6 of Exhibit A in
the Participating Addendum to correct the administrative rule reference from "Chapter" to
"Title". The revised sentence shall now read:
Vendors agree to cooperate with the state agency in furtherance of the state agency's
efforts to comply with AST standards, established in Rule Title 74, F.A.C, as applicable.
IV. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the
Contract, the terms of this Amendment shall control.
V. Warranty of Authority. Each person signing this Amendment warrants that he or she is
duly authorized to do so and to bind the respective party.
VI. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained
in the Contract shall continue in full force and effect.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
Part;ci ati State: Florida
Contractor: Carahsoft
By ZAI--
By:
Name: Dave Zeckman
Name:
Ellen Lord
Title: Chief of Staff
Title:
Contracts Manager
Date: ? 1-Zo r
Date:
Ja uary 02 2018
Flor' a' ief Pr curement Officer:
Florida's Chief Information Officer
B
By:
Name: os n ram
Name: Eric Larson
Title: Director of State Purchasing and
Chief Procurement Officer
Title: Executive Director of the Florida Agency
for State Technology and Chief Information
Officer
Date: �10011
Date:
Page 2 of 2
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
Department of
MANAGEM
SERVICES
We serve those who serve Florida
AMENDMENT NO.: 2 - Renewal
Alternate Contract Source No.: 43230000-NASPO-16-ACS
Alternate Contract Source Name: Cloud Solutions
This Amendment No. 2 ("Amendment") effective as of October 1, 2020, to the Cloud Solutions
Agreement, Contract No. 43230000-NASPO-16-ACS ("ACS" or "Contract") is made by and
between the State of Florida, Department of Management Services ("Department'), and Carahsoft
("Contractor"), collectively referred to herein as the "Parties," is effective upon execution by both
Parties. All capitalized terms used herein have the meaning assigned to them in the ACS unless
otherwise defined herein.
WHEREAS the ACS was entered into by the Parties on July 31, 2017, to continue through
September 30, 2020, for the provision of Cloud Solutions, pursuant to State of Utah Master
Agreement No. AR2472;
WHEREAS the Parties agreed that the ACS may be amended by mutual agreement as provided
in Section 6., "Amendments," of the ACS; and
WHEREAS the Parties agreed that the ACS may be renewed as provided in Section 2, "Renewal,"
of the ACS.
THEREFORE, in consideration of the mutual promises contained below, and other good and
valuable consideration, receipt, and sufficiency of which are hereby acknowledged, the Parties
agree to the following:
I. ACS Amendment. The ACS is amended to replace Exhibit A: Florida General Contract
Conditions in its entirety with Exhibit D: Special Contract Conditions. Any and all references in
the ACS to terms and conditions are hereby replaced with the attached Exhibit D: Special
Contract Conditions, which are incorporated into the ACS by reference herein.
ACS Amendment. The ACS is amended to replace Exhibit B: Florida Special Contract
Conditions in its entirety with Exhibit C: Additional Special Contract Conditions, which are
incorporated into the ACS by reference herein.
III. ACS Renewal. The ACS is hereby renewed for a period of six (6) years, with a new expiration
date of September 30, 2026, under the same terms and conditions, except as amended herein.
IV. Warranty of Authority. Each person signing this Amendment warrants that he or she is duly
authorized to do so and to bind the respective party.
V. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the ACS,
the terms of this Amendment shall control.
Software Value Added Reseller Page 1 of 2
Alternate Contract Source No.: 43230000-NASPO-16-ACS
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
Department of
MANAGEM
SERVICES
We serve those who serve Florida
AMENDMENT NO.: 2 - Renewal
Alternate Contract Source No.: 43230000-NASPO-16-ACS
Alternate Contract Source Name: Cloud Solutions
VI. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in
the ACS, as previously amended, shall continue in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized
representatives.
State of Florida:
Dep Jn anagement Services
By: aR,a,eemcncn
Name: Patrick Gillespie
Title: Deputy Secretary
Date: 9/22/2020 1 4:45 PM EDT
Contractor:
Car PIS&Iligned by: L±(�By: ��
Name: Colby Bender
Title:
Date:
Contracts Team Lead
9/22/2020 1 4:38 PM EDT
Software Value Added Reseller Page 2 of 2
Alternate Contract Source No.: 43230000-NASPO-16-ACS
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Department of
MANAGEMENT
SERVICES
We serve those who serve Florida
i
ADDITIONAL SPECIAL CONTRACT CONDITIONS
Exhibit C
The Contractor and Customers acknowledge and agree to be bound by the terms and
conditions of the Master Agreement except as otherwise specified in the Department's Contract
as modified and supplemented by the Special Contract Conditions and these Additional Special
Contract Conditions.
Contractor acknowledges that the Participating State is an agency of the State of Florida and as
such, the Contract will include the terms and conditions in these Additional Special Contract
Conditions. All references to the Contract in these Additional Special Contract Conditions
include the terms and conditions herein.
A. Information Technology Standard: Pursuant to section 282.0051 and 282.318, F.S. the
Department is to establish standards for the implementation and management of
information technology resources. Contractor agrees to cooperate with the Department
and Customer in furtherance of efforts to comply with the standards, established in Rule
Title 60GG, F.A.C., as applicable.
B. Annual Certification: At the request of the Department or the Customer, the Contractor
will submit an annual certification demonstrating compliance with the Warranty of
Security in accordance with the standards established in Rule Title 60GG, F.A.C.
C. Orders: Contractor must be able to accept the State of Florida Purchasing Card and
MyFloridaMarketPlace (MFMP) purchase orders.
D. E-Verify: The following language replaces Section 13.2, E-Verify, of the Special Contract
Conditions:
The Contractor (and its subcontractors) have an obligation to utilize the U.S.
Department of Homeland Security's (DHS) E-Verify system for all newly hired
employees. By executing this Contract (Amendment), the Contractor certifies that it
is registered with, and uses, the E-Verify system for all newly hired employees. The
Contractor must obtain an affidavit from its subcontractors in accordance with
paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such affidavit for
the duration of the Contract. The Contractor shall provide a copy of its DHS
Memorandum of Understanding (MOU) to the Contract Manager within five days of
Contract execution.
This section serves as notice to the Contractor regarding the requirements of section
448.095, F.S., specifically sub -paragraph (2)(c)1, and the Department's obligation to
terminate the Contract if it has a good faith belief that the Contractor has knowingly
violated section 448.09(1), F.S. If terminated for such reason, the Contractor will not
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Department of
MANAGEMENT
SERVICES
We serve those who serve Florida
i
be eligible for award of a public contract for at least one year after the date of such
termination. The Department reserves the right to order the immediate termination of
any contract between the Contractor and a subcontractor performing work on its
behalf should the Department develop a good faith belief that the subcontractor has
knowingly violated section 448.095(1), F.S.
E. Contractor and Applicable Subcontractors, Affiliates, Partners, Resellers, Distributors,
and Dealers: By execution of a Contract, the Contractor acknowledges that it will not be
released of its contractual obligations to the Department because of any failure of a
subcontractor, reseller, distributor, or dealer. The Contract terms are applicable to
subcontractors, resellers, distributors, and dealers and shall apply to the Contractor's
Applicable Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers
providing commodities and performing services in furtherance of the Contract. The
Contractor is fully responsible for satisfactory completion of all work performed under the
Contract.
F. Purchases Prerequisites: Before fulfilling any Customer purchases and receiving
payment, the Contractor and applicable Subcontractors, Affiliates, Partners, Resellers,
Distributors, and Dealers must have met the following requirements, unless further
notated below:
• Have an active registration with the Florida Department of State, Division of
Corporations (www.sunbiz.org), or, if exempt from the registration requirements,
provide the Department with the basis for such exemption.
• Be registered in the MFMP Vendor Information Portal
(https://vendor.myfloridamarketplace.com) *only required by applicable
Subcontractors, Affiliates, Partners, Resellers, Distributors, and Dealers if
receiving payment.
• Not be on the State's Convicted, Suspended, or Discriminatory Vendor lists
(http://www.dms.myflorida.com/business operations/State purchasing/vendor in
formation/convicted suspended discriminatory complaints vendor lists)
• Have a copy of e-Verify Status on file
• Have a current W-9 filed with the Florida Department of Financial Services
(https://flvendor.mvfloridacfo.com) *only required by applicable Subcontractors,
Affiliates, Partners, Resellers, Distributors, and Dealers if receiving payment.
G. MFMP Electronic Invoicing: The Contractor may supply electronic invoices in lieu of
paper -based invoices for those transactions processed through MFMP. Electronic
invoices may be submitted to the agency through one of the mechanisms as listed
below:
1) EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for
use within the context of an Electronic Data Interchange (EDI) environment. This
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i
transaction set can be used for invoicing via the Ariba Network (AN) for catalog and
non -catalog goods and services.
2) PO Flip via AN
This online process allows Contractors to submit invoices via the AN for catalog and
non -catalog goods and services. Contractors have the ability to create an invoice
directly from their inbox in their AN account by simply "flipping" the PO into an
invoice. This option does not require any special software or technical capabilities.
The Contractor warrants and represents that it is authorized and empowered to and
hereby grants the State and the third -party provider of MFMP, a State contractor, the
right and license to use, reproduce, transmit, distribute, and publicly display within
MFMP. In addition, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the State and the third -party provider the right and
license to reproduce and display within MFMP the Contractor's trademarks, system
marks, logos, trade dress, or other branding designation that identifies the products
made available by the Contractor under the Contract.
The Contractor will work with the MFMP management team to obtain specific
requirements for the electronic invoicing if needed.
H. Contract Reporting: The Contractor shall provide the following reports associated with
this Contract.
1) Contract Quarterly Sales Reports. The Contractor shall submit Quarterly Sales
Reports to the Department's Contract Manager within 30 calendar days after the
close of each State fiscal quarter (the State's fiscal quarters close on September 30,
December 31, March 31, and June 30). The Contractor's first Quarterly Sales Report
will be due 30 calendar days after the first full quarter following Contract execution.
Reports must be submitted in MS Excel format and can be retrieved by accessing
the following link at FL DMS Quarterly Sales Report Form. The report shall include
all Customer sales received and associated with this Contract during the quarter.
Initiation and submission of the Quarterly Sales Report is the responsibility of the
Contractor without prompting or notification from the Department's Contract
Manager. If no orders are received during the period, the Contractor must submit a
report stating that there was no activity. If the Contractor fails to submit two
consecutive quarterly sales reports, the Contract may be terminated, or the
Department may choose to not renew the Contract.
2) Certified and Minority Business Enterprises Reports. Upon Customer request, the
Contractor shall report to each Customer, spend with certified and other minority
business enterprises in the provision of commodities or services related to the
Customer orders. These reports shall include the period covered; the name, minority
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MANAGEMENT
SERVICES
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code, and Federal Employer Identification Number of each minority business
enterprise utilized during the period; commodities and services provided by the
minority business enterprise; and the amount paid to each minority business
enterprise on behalf of the Customer.
3) Ad Hoc Sales Reports. The Department may require additional Contract sales
information such as copies of purchase orders or ad hoc sales reports. The
Contractor shall submit these documents and reports within the timeframe specified
by the Department.
4) MFMP Transaction Fee Reports. The Contractor shall submit monthly MFMP
Transaction Fee Reports to the Department. Reports are due 15 calendar days after
the end of each month. Information on how to submit MFMP Transaction Fee
Reports online can be located on the Transaction Fee and Reporting website.
Assistance with the transaction fee reporting system is also available from the MFMP
Customer Service Desk by email at feeprocessing(a)myfloridamarketplace.com or
telephone at 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern
Time.
Financial Consequences: The following financial consequences will apply for the
Contractor's non-performance of the provision of the Quarterly Sales Reports and the
MFMP Transaction Fee Reports. The State of Florida reserves the right to withhold
payment or implement other appropriate remedies, such as Contract termination or
nonrenewal, when the Contractor has failed to comply with these provisions of the
Contract. The Contractor and the Department agree that the financial consequences for
non-performance are an estimate of damages which are difficult to ascertain and are not
penalties.
The financial consequences will be paid via check or money order and made out to the
Department of Management Services in U.S. dollars within 30 calendar days after the
required report submission date. These consequences are individually assessed for
failures over each target period beginning with the first full month or quarter of the
contract performance and every month or quarter, respectively, thereafter.
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i
Financial Consequences Chart
Financial
Consequence for
Performance Due
Non -Performance
Deliverable
Performance Metric
Date
(Per Calendar Day
Late/Not Received
by the Contract
Manager)
Contractor will timely
All Quarterly Sales Reports will
Reports are due on or
$250
submit complete
be submitted timely with the
before the 30th
Quarterly Sales Reports
required information
calendar day after the
close of each State
fiscal quarter
Contractor will timely
All MFMP Transaction Fee
Reports are due on or
$100
submit complete MFMP
Reports will be submitted timely
before the 15th
Transaction Fee Reports
with the required information
calendar day after the
close of each month
Quarterly reporting timeframes coincide with the State Fiscal Year as follows:
Quarter 1 - (July -September) — due 30 calendar days after close of the period
Quarter 2 - (October -December) — due 30 calendar days after close of the period
Quarter 3 - (January -March) — due 30 calendar days after close of the period
Quarter 4 - (April -June) — due 30 calendar days after close of the period
The Department may not consider renewal of a Contract or price adjustments if the
Contractor is late on submitting required reports or for outstanding fees owed.
Business Review Meetings: Both the Department and Customer reserve the right to
schedule business review meetings. The Department or Customer will provide the format
for the Contractor's agenda. In the event the Department or Customer schedules a
business review meeting, the Contractor shall submit the completed agenda to the
Department or Customer for review and acceptance prior to the meeting. The Contractor
shall address the agenda items and any of the Department's or Customer's additional
concerns at the meeting. At a minimum, the agenda items may include:
a. Contract compliance
b. Savings report (in dollar amount and cost avoidance)
c. Spend reports by Customer
d. Recommendations for improved compliance and performance
Failure to comply with this section may result in the Contractor being placed on a
Corrective Action Plan and possible termination of the Contract.
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
Exhibit D
SPECIAL CONTRACT CONDITIONS
JULY 1, 2019 VERSION
Table of Contents
SECTION 1. DEFINITION...........................................................................................................................2
SECTION 2. CONTRACT TERM AND TERMINATION................................................................................. 2
SECTION 3. PAYMENT AND FEES.............................................................................................................3
SECTION 4. CONTRACT MANAGEMENT..................................................................................................4
SECTION 5. COMPLIANCE WITH LAWS....................................................................................................6
SECTION 6. MISCELLANEOUS..................................................................................................................7
SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND INTELLECTUAL
PROPERTY..............................................................................................................................................10
SECTION 9. DATA SECURITY..................................................................................................................12
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS..........................................................13
SECTION 11. CONTRACT MONITORING................................................................................................14
SECTION 12. CONTRACT AUDITS...........................................................................................................15
SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17
In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included
herein by reference but is superseded in its entirety by these Special
Contract Conditions.
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SECTION 1. DEFINITION.
The following definition applies in addition to the definitions in Chapter 287, Florida
Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant
to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION.
2.1 Initial Term.
The initial term will begin on the date set forth in the Contract documents or on the date
the Contract is signed by all Parties, whichever is later.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract documents, and in accordance with
section 287.057(13), F.S.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the
Contract, at any time, when it is in the best interest of the State of Florida to do so. The
Customer may suspend a resulting contract or purchase order, at any time, when in the
best interest of the Customer to do so. The Department or Customer will provide the
Contractor written notice outlining the particulars of the suspension. After receiving a
suspension notice, the Contractor must comply with the notice and will cease the
performance of the Contract or purchase order. Suspension of work will not entitle the
Contractor to any additional compensation. The Contractor will not resume performance
of the Contract or purchase order until so authorized by the Department.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the
best interest of the State of Florida. If the Contract is terminated before performance is
completed, the Contractor will be paid only for that work satisfactorily performed for
which costs can be substantiated. Such payment, however, may not exceed an amount
which is the same percentage of the Contract price as the amount of work satisfactorily
performed. All work in progress will become the property of the Customer and will be
turned over promptly by the Contractor.
2.3.3 Termination for Cause.
If the performance of the Contractor is not in compliance with the Contract requirements
or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract;
(b) notify the Contractor of the noncompliance or default, require correction, and specify
the date by which the correction must be completed before the Contract is terminated; or
(c) take other action deemed appropriate by the Department.
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SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth in the Contract documents.
3.2 Price Decreases.
The following price decrease terms will apply to the Contract:
3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery
of large single orders;
3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this
Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing
offered under comparable contracts. Comparable contracts are those that are similar in
size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must
annually submit an affidavit from the Contractor's authorized representative attesting that
the Contract complies with this clause.
3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract
term due to a change in market conditions, the Contractor may conduct sales
promotions involving price reductions for a specified lesser period. The Contractor must
submit documentation identifying the proposed: (1) starting and ending dates of the
promotion, (2) commodities or contractual services involved, and (3) promotional prices
compared to then -authorized prices.
3.3 Payment Invoicing.
The Contractor will be paid upon submission of invoices to the Customer after delivery
and acceptance of commodities or contractual services is confirmed by the Customer.
Invoices must contain sufficient detail for an audit and contain the Contract Number and
the Contractor's Federal Employer Identification Number.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services
pursuant to the Contract and, if applicable, the Contractor must provide commodities or
contractual services pursuant to purchase orders. Purchase orders issued pursuant to
the Contract must be received by the Contractor no later than the close of business on
the last day of the Contract's term. The Contractor is required to accept timely purchase
orders specifying delivery schedules that extend beyond the Contract term even when
such extended delivery will occur after expiration of the Contract. Purchase orders shall
be valid through their specified term and performance by the Contractor, and all terms
and conditions of the Contract shall survive the termination or expiration of the Contract
and apply to the Contractor's performance. The duration of purchase orders for recurring
deliverables shall not exceed the expiration of the Contract by more than twelve months.
Any purchase order terms and conditions conflicting with these Special Contract
Conditions shall not become a part of the Contract.
3.5 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in
writing and may be reimbursed only in accordance with section 112.061, F.S.
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3.6 Annual Appropriation.
Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess
of one fiscal year, the State of Florida's performance and obligation to pay under the
Contract is contingent upon an annual appropriation by the Legislature.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), F.S. All payments issued by Customers to registered Vendors for
purchases of commodities or contractual services will be assessed Transaction Fees as
prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law.
Vendors must pay the Transaction Fees and agree to automatic deduction of the
Transaction Fees when automatic deduction becomes available. Vendors will submit any
monthly reports required pursuant to the rule. All such reports and payments will be
subject to audit. Failure to comply with the payment of the Transaction Fees or reporting
of transactions will constitute grounds for declaring the Vendor in default and subject the
Vendor to exclusion from business with the State of Florida.
3.8 Taxes.
Taxes, customs, and tariffs on commodities or contractual services purchased under the
Contract will not be assessed against the Customer or Department unless authorized by
Florida law.
3.9 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed
pursuant to the terms of the Contract that were disbursed to the Contractor. The
Contractor must return any overpayment within forty (40) calendar days after either
discovery by the Contractor, its independent auditor, or notification by the Department or
Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer
as specified in the Contract. Additionally, the terms of the Contract supersede the terms
of all prior agreements between the Parties on this subject matter.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract
Manager in a manner identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager, who is primarily responsible for the Department's
oversight of the Contract, will be identified in a separate writing to the Contractor upon
Contract signing in the following format:
Department's Contract Manager Name
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Department's Name
Department's Physical Address
Department's Telephone #
Department's Email Address
If the Department changes the Contract Manager, the Department will notify the
Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor's Contract Manager.
The Contractor's Contract Manager, who is primarily responsible for the Contractor's
oversight of the Contract performance, will be identified in a separate writing to the
Department upon Contract signing in the following format:
Contractor's Contract Manager Name
Contractor's Name
Contractor's Physical Address
Contractor's Telephone #
Contractor's Email Address
If the Contractor changes its Contract Manager, the Contractor will notify the
Department. Such a change does not require an amendment to the Contract.
4.5 Diversity.
4.5.1 Office of Supplier Diversity.
The State of Florida supports its diverse business community by creating opportunities
for woman-, veteran-, and minority -owned small business enterprises to participate in
procurements and contracts. The Department encourages supplier diversity through
certification of woman-, veteran-, and minority -owned small business enterprises and
provides advocacy, outreach, and networking through regional business events. For
additional information, please contact the Office of Supplier Diversity (OSD) at
osdinfo@dms.myflorida.com.
4.5.2 Diversity Reporting.
Upon request, the Contractor will report to the Department its spend with business
enterprises certified by the OSD. These reports must include the time period covered,
the name and Federal Employer Identification Number of each business enterprise
utilized during the period, commodities and contractual services provided by the
business enterprise, and the amount paid to the business enterprise on behalf of each
agency purchasing under the Contract.
4.6 RESPECT.
Subject to the agency determination provided for in section 413.036, F.S., the following
statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE
SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413,
FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME
PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES;
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AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER
BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL
BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS
DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED.
Additional information about RESPECT and the commodities or contractual services it
offers is available at https://www.respectofflorida.org.
4.7 PRIDE.
Subject to the agency determination provided for in sections 287.042(1) and 946.515,
F.S., the following statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S.,
IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN
SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE
PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS
OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS
AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED.
Additional information about PRIDE and the commodities or contractual services it offers
is available at https://www.pride-enterprises.org.
SECTION 5. COMPLIANCE WITH LAWS.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of
federal, state, and local agencies having jurisdiction and authority. For example, the
Contractor must comply with section 274A of the Immigration and Nationality Act, the
Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if
applicable, and all prohibitions against discrimination on the basis of race, religion, sex,
creed, national origin, handicap, marital status, or veteran's status. The provisions of
subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference.
5.2 Dispute Resolution, Governing Law, and Venue.
Any dispute concerning performance of the Contract shall be decided by the
Department's designated Contract Manager, who will reduce the decision to writing and
serve a copy on the Contractor. The decision of the Contract Manager shall be final and
conclusive. Exhaustion of this administrative remedy is an absolute condition precedent
to the Contractor's ability to pursue legal action related to the Contract or any other form
of dispute resolution. The laws of the State of Florida govern the Contract. The Parties
submit to the jurisdiction of the courts of the State of Florida exclusively for any legal
action related to the Contract. Further, the Contractor hereby waives all privileges and
rights relating to venue it may have under Chapter 47, F.S., and all such venue
privileges and rights it may have under any other statute, rule, or case law, including, but
not limited to, those based on convenience. The Contractor hereby submits to venue in
the county chosen by the Department.
5.3 Department of State Registration.
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Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert
status, other than a sole proprietor, must provide the Department with conclusive
evidence of a certificate of status, not subject to qualification, if a Florida business entity,
or of a certificate of authorization if a foreign business entity.
5.4 Suspended, Convicted, and Discriminatory Vendor Lists.
In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate
who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor
List may not perform work as a contractor, supplier, subcontractor, or consultant under
the Contract. The Contractor must notify the Department if it or any of its suppliers,
subcontractors, or consultants have been placed on the Suspended Vendor List,
Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract.
5.5 Scrutinized Companies - Termination by the Department.
The Department may, at its option, terminate the Contract if the Contractor is found to
have submitted a false certification as provided under section 287.135(5), F.S., or been
placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in
business operations in Cuba or Syria, or to have been placed on the Scrutinized
Companies that Boycott Israel List or is engaged in a boycott of Israel.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its
duty to cooperate with the Inspector General in any investigation, audit, inspection,
review, or hearing. Upon request of the Inspector General or any other authorized State
official, the Contractor must provide any information the Inspector General deems
relevant to the Contractor's integrity or responsibility. Such information may include, but
will not be limited to, the Contractor's business or financial records, documents, or files
of any type or form that refer to or relate to the Contract. The Contractor will retain such
records for the longer of five years after the expiration of the Contract, or the period
required by the General Records Schedules maintained by the Florida Department of
State, at the Department of State's Records Management website. The Contractor
agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for
investigations of the Contractor's compliance with the terms of this or any other
agreement between the Contractor and the State of Florida which results in the
suspension or debarment of the Contractor. Such costs will include but will not be limited
to: salaries of investigators, including overtime; travel and lodging expenses; and expert
witness and documentary fees. The Contractor agrees to impose the same obligations to
cooperate with the Inspector General and retain records on any subcontractors used to
provide goods or services under the Contract.
SECTION 6. MISCELLANEOUS.
6.1 Subcontractors.
The Contractor will not subcontract any work under the Contract without prior written
consent of the Department. The Contractor is fully responsible for satisfactory
completion of all its subcontracted work. The Department supports diversity in its
procurements and contracts, and requests that the Contractor offer subcontracting
opportunities to certified woman-, veteran-, and minority -owned small businesses. The
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Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on
certified small business enterprises available for subcontracting opportunities.
6.2 Assignment.
The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations
under the Contract without the prior written consent of the Department. However, the
Contractor may waive its right to receive payment and assign same upon notice to the
Department. In the event of any assignment, the Contractor remains responsible for
performance of the Contract, unless such responsibility is expressly waived by the
Department. The Department may assign the Contract with prior written notice to the
Contractor.
6.3 Independent Contractor.
The Contractor and its employees, agents, representatives, and subcontractors are
independent contractors and not employees or agents of the State of Florida and are not
entitled to State of Florida benefits. The Department and Customer will not be bound by
any acts or conduct of the Contractor or its employees, agents, representatives, or
subcontractors. The Contractor agrees to include this provision in all its subcontracts
under the Contract.
6.4 Inspection and Acceptance of Commodities.
6.4.1 Risk of Loss.
Matters of inspection and acceptance are addressed in section 215.422, F.S. Until
acceptance, risk of loss or damage will remain with the Contractor. The Contractor will
be responsible for filing, processing, and collecting all damage claims. To assist the
Contractor with damage claims, the Customer will: record any evidence of visible
damage on all copies of the delivering carrier's bill of lading; report damages to the
carrier and the Contractor; and provide the Contractor with a copy of the carrier's bill of
lading and damage inspection report.
6.4.2 Rejected Commodities.
When a Customer rejects a commodity, Contractor will remove the commodity from the
premises within ten (10) calendar days after notification of rejection, and the risk of loss
will remain with the Contractor. Commodities not removed by the Contractor within ten
(10) calendar days will be deemed abandoned by the Contractor, and the Customer will
have the right to dispose of such commodities. Contractor will reimburse the Customer
for costs and expenses incurred in storing or effecting removal or disposition of rejected
commodities.
6.5 Safety Standards.
Performance of the Contract for all commodities or contractual services must comply
with requirements of the Occupational Safety and Health Act and other applicable State
of Florida and federal requirements.
6.6 Ombudsman.
A Vendor Ombudsman has been established within the Department of Financial
Services. The duties of this office are found in section 215.422, F.S., which include
disseminating information relative to prompt payment and assisting contractors in
receiving their payments in a timely manner from a Customer. The Vendor Ombudsman
may be contacted at (850) 413-5516.
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6.7 Time is of the Essence.
Time is of the essence regarding every obligation of the Contractor under the Contract.
Each obligation is deemed material, and a breach of any such obligation (including a
breach resulting from untimely performance) is a material breach.
6.8 Waiver.
The delay or failure by the Department or the Customer to exercise or enforce any rights
under the Contract will not constitute waiver of such rights.
6.9 Modification and Severability.
The Contract may only be modified by written agreement between the Department and
the Contractor. Should a court determine any provision of the Contract is invalid, the
remaining provisions will not be affected, and the rights and obligations of the Parties will
be construed and enforced as if the Contract did not contain the provision held invalid.
6.10 Cooperative Purchasing.
Pursuant to their own governing laws, and subject to the agreement of the Contractor,
governmental entities that are not Customers may make purchases under the terms and
conditions contained herein, if agreed to by Contractor. Such purchases are independent
of the Contract between the Department and the Contractor, and the Department is not a
party to these transactions. Agencies seeking to make purchases under this Contract
are required to follow the requirements of Rule 60A-1.045(5), F.A.C.
SECTION 7. LIABILITY AND INSURANCE.
7.1 Workers' Compensation Insurance.
The Contractor shall maintain workers' compensation insurance as required under the
Florida Workers' Compensation Law or the workers' compensation law of another
jurisdiction where applicable. The Contractor must require all subcontractors to similarly
provide workers' compensation insurance for all of the latter's employees. In the event
work is being performed by the Contractor under the Contract and any class of
employees performing the work is not protected under Workers' Compensation statutes,
the Contractor must provide, and cause each subcontractor to provide, adequate
insurance satisfactory to the Department, for the protection of employees not otherwise
protected.
7.2 General Liability Insurance.
The Contractor must secure and maintain Commercial General Liability Insurance,
including bodily injury, property damage, products, personal and advertising injury, and
completed operations. This insurance must provide coverage for all claims that may
arise from performance of the Contract or completed operations, whether by the
Contractor or anyone directly or indirectly employed by the Contractor. Such insurance
must include the State of Florida as an additional insured for the entire length of the
resulting contract. The Contractor is responsible for determining the minimum limits of
liability necessary to provide reasonable financial protections to the Contractor and the
State of Florida under the resulting contract.
7.3 Florida Authorized Insurers.
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All insurance shall be with insurers authorized and eligible to transact the applicable line
of insurance business in the State of Florida. The Contractor shall provide
Certifications) of Insurance evidencing that all appropriate coverage is in place and
showing the Department to be an additional insured.
7.4 Performance Bond.
Unless otherwise prohibited by law, the Department may require the Contractor to
furnish, without additional cost to the Department, a performance bond or irrevocable
letter of credit or other form of security for the satisfactory performance of work
hereunder. The Department shall determine the type and amount of security.
7.5 Indemnification.
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and
hold the Customer and the State of Florida, its officers, employees, and agents harmless
from all fines, claims, assessments, suits, judgments, or damages, including
consequential, special, indirect, and punitive damages, including court costs and
attorney's fees, arising from or relating to violation or infringement of a trademark,
copyright, patent, trade secret, or intellectual property right or out of any acts, actions,
breaches, neglect, or omissions of the Contractor, its employees, agents,
subcontractors, assignees, or delegates related to the Contract, as well as for any
determination arising out of or related to the Contract that the Contractor or Contractor's
employees, agents, subcontractors, assignees, or delegates are not independent
contractors in relation to the Customer. The Contract does not constitute a waiver of
sovereign immunity or consent by the Customer or the State of Florida or its subdivisions
to suit by third parties. Without limiting this indemnification, the Customer may provide
the Contractor (1) written notice of any action or threatened action, (2) the opportunity to
take over and settle or defend any such action at Contractor's sole expense, and (3)
assistance in defending the action at Contractor's sole expense.
7.6 Limitation of Liability.
Unless otherwise specifically enumerated in the Contract or in the purchase order,
neither the Department nor the Customer shall be liable for special, indirect, punitive, or
consequential damages, including lost data or records (unless the Contract or purchase
order requires the Contractor to back-up data or records), even if the Department or
Customer has been advised that such damages are possible. Neither the Department
nor the Customer shall be liable for lost profits, lost revenue, or lost institutional
operating savings. The Department or Customer may, in addition to other remedies
available to them at law or equity and upon notice to the Contractor, retain such monies
from amounts due Contractor as may be necessary to satisfy any claim for damages,
penalties, costs, and the like asserted by or against them. The State may set off any
liability or other obligation of the Contractor or its affiliates to the State against any
payments due the Contractor under any contract with the State.
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT,
AND INTELLECTUAL PROPERTY.
8.1 Public Records.
8.1.1 Termination of Contract.
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The Department may terminate the Contract for refusal by the Contractor to comply with
this section by not allowing access to all public records, as defined in Chapter 119, F. S.,
made or received by the Contractor in conjunction with the Contract.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor
acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following
applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL
ADDRESS, AND MAILING ADDRESS PROVIDED IN THE
RESULTING CONTRACT OR PURCHASE ORDER.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor
acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor
shall:
(a) Keep and maintain public records required by the public agency to perform the
service.
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure are not disclosed except as authorized by law for the duration of the
Contract term and following the completion of the Contract if the Contractor does not
transfer the records to the public agency.
(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records required by
the public agency to perform the service. If the Contractor transfers all public records to
the public agency upon completion of the Contract, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the Contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format
that is compatible with the information technology systems of the public agency.
8.2 Protection of Trade Secrets or Otherwise Confidential Information.
8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information.
If the Contractor considers any portion of materials to be trade secret under section
688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the
Contractor must clearly designate that portion of the materials as trade secret or
otherwise confidential when submitted to the Department. The Contractor will be
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responsible for responding to and resolving all claims for access to Contract -related
materials it has designated trade secret or otherwise confidential.
8.2.2 Public Records Requests.
If the Department receives a public records request for materials designated by the
Contractor as trade secret or otherwise confidential under Florida or federal law, the
Contractor will be responsible for taking the appropriate legal action in response to the
request. If the Contractor fails to take appropriate and timely action to protect the
materials designated as trade secret or otherwise confidential, the Department will
provide the materials to the requester.
8.2.3 Indemnification Related to Confidentiality of Materials.
The Contractor will protect, defend, indemnify, and hold harmless the Department for
claims, costs, fines, and attorney's fees arising from or relating to its designation of
materials as trade secret or otherwise confidential.
8.3 Document Management.
The Contractor must retain sufficient documentation to substantiate claims for payment
under the Contract and all other records, electronic files, papers, and documents that
were made in relation to this Contract. The Contractor must retain all documents related
to the Contract for five (5) years after expiration of the Contract or, if longer, the period
required by the General Records Schedules maintained by the Florida Department of
State available at the Department of State's Records Management website.
8.4 Intellectual Property.
8.4.1 Ownership.
Unless specifically addressed otherwise in the Contract, the State of Florida shall be the
owner of all intellectual property rights to all property created or developed in connection
with the Contract.
8.4.2 Patentable Inventions or Discoveries.
Any inventions or discoveries developed in the course, or as a result, of services in
connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the
sole property of the State of Florida. Contractor must inform the Customer of any
inventions or discoveries developed or made through performance of the Contract, and
such inventions or discoveries will be referred to the Florida Department of State for a
determination on whether patent protection will be sought. The State of Florida will be
the sole owner of all patents resulting from any invention or discovery made through
performance of the Contract.
8.4.3 Copyrightable Works.
Contractor must notify the Department or State of Florida of any publications, artwork, or
other copyrightable works developed in connection with the Contract. All copyrights
created or developed through performance of the Contract are owned solely by the State
of Florida.
SECTION 9. DATA SECURITY.
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The Contractor will maintain the security of State of Florida data including, but not limited
to, maintaining a secure area around any displayed visible data and ensuring data is
stored and secured when not in use. The Contractor and subcontractors will not perform
any of the services from outside of the United States, and the Contractor will not allow
any State of Florida data to be sent by any medium, transmitted, or accessed outside the
United States due to Contractor's action or inaction. In the event of a security breach
involving State of Florida data, the Contractor shall give notice to the Customer and the
Department within one business day. "Security breach" for purposes of this section will
refer to a confirmed event that compromises the confidentiality, integrity, or availability of
data. Once a data breach has been contained, the Contractor must provide the
Department with a post -incident report documenting all containment, eradication, and
recovery measures taken. The Department reserves the right in its sole discretion to
enlist a third party to audit Contractor's findings and produce an independent report, and
the Contractor will fully cooperate with the third party. The Contractor will also comply
with all HIPAA requirements and any other state and federal rules and regulations
regarding security of information.
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS.
10.1 Gratuities.
The Contractor will not, in connection with this Contract, directly or indirectly (1) offer,
give, or agree to give anything of value to anyone as consideration for any State of
Florida officer's or employee's decision, opinion, recommendation, vote, other exercise
of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to
anyone anything of value for the benefit of, or at the direction or request of, any State of
Florida officer or employee.
10.2 Lobbying.
In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used
for the purpose of lobbying the Legislature, the judicial branch, or the Department.
Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from
lobbying the executive or legislative branch concerning the scope of services,
performance, term, or compensation regarding the Contract after the Contract is
executed and during the Contract term.
10.3 Communications.
10.3.1 Contractor Communication or Disclosure.
The Contractor shall not make any public statements, press releases, publicity releases,
or other similar communications concerning the Contract or its subject matter or
otherwise disclose or permit to be disclosed any of the data or other information
obtained or furnished in compliance with the Contract, without first notifying the
Customer's Contract Manager and securing the Customer's prior written consent.
10.3.2 Use of Customer Statements.
The Contractor shall not use any statement attributable to the Customer or its
employees for the Contractor's promotions, press releases, publicity releases,
marketing, corporate communications, or other similar communications, without first
notifying the Customer's Contract Manager and securing the Customer's prior written
consent.
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SECTION 11. CONTRACT MONITORING.
11.1 Performance Standards.
The Contractor agrees to perform all tasks and provide deliverables as set forth in the
Contract. The Department and the Customer will be entitled at all times, upon request, to
be advised as to the status of work being done by the Contractor and of the details
thereof.
11.2 Performance Deficiencies and Financial Consequences of Non -Performance.
11.2.1 Proposal of Corrective Action Plan.
In addition to the processes set forth in the Contract (e.g., service level agreements), if
the Department or Customer determines that there is a performance deficiency that
requires correction by the Contractor, then the Department or Customer will notify the
Contractor. The correction must be made within a time -frame specified by the
Department or Customer. The Contractor must provide the Department or Customer with
a corrective action plan describing how the Contractor will address all performance
deficiencies identified by the Department or Customer.
11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure.
If the corrective action plan is unacceptable to the Department or Customer, or
implementation of the plan fails to remedy the performance deficiencies, the Department
or Customer will retain ten percent (10%) of the total invoice amount. The retainage will
be withheld until the Contractor resolves the performance deficiencies. If the
performance deficiencies are resolved, the Contractor may invoice the Department or
Customer for the retained amount. If the Contractor fails to resolve the performance
deficiencies, the retained amount will be forfeited to compensate the Department or
Customer for the performance deficiencies.
11.3 Performance Delay.
11.3.1 Notification.
The Contractor will promptly notify the Department or Customer upon becoming aware
of any circumstances that may reasonably be expected to jeopardize the timely and
successful completion (or delivery) of any commodity or contractual service. The
Contractor will use commercially reasonable efforts to avoid or minimize any delays in
performance and will inform the Department or the Customer of the steps the Contractor
is taking or will take to do so, and the projected actual completion (or delivery) time. If
the Contractor believes a delay in performance by the Department or the Customer has
caused or will cause the Contractor to be unable to perform its obligations on time, the
Contractor will promptly so notify the Department and use commercially reasonable
efforts to perform its obligations on time notwithstanding the Department's delay.
11.3.2 Liquidated Damages.
The Contractor acknowledges that delayed performance will damage the
DepartmentCustomer, but by their nature such damages are difficult to ascertain.
Accordingly, the liquidated damages provisions stated in the Contract documents will
apply. Liquidated damages are not intended to be a penalty and are solely intended to
compensate for damages.
11.4 Force Majeure, Notice of Delay, and No Damages for Delay.
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The Contractor will not be responsible for delay resulting from its failure to perform if
neither the fault nor the negligence of the Contractor or its employees or agents
contributed to the delay, and the delay is due directly to fire, explosion, earthquake,
windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism,
civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly
beyond the Contractor's reasonable control, or for any of the foregoing that affect
subcontractors or suppliers if no alternate source of supply is available to the Contractor.
The foregoing does not excuse delay which could have been avoided if the Contractor
implemented any risk mitigation required by the Contract. In case of any delay the
Contractor believes is excusable, the Contractor will notify the Department in writing of
the delay or potential delay and describe the cause of the delay either (1) within ten (10)
calendar days after the cause that created or will create the delay first arose, if the
Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is
not reasonably foreseeable, within five (5) calendar days after the date the Contractor
first had reason to believe that a delay could result. The foregoing will constitute the
Contractor's sole remedy or excuse with respect to delay. Providing notice in strict
accordance with this paragraph is a condition precedent to such remedy. No claim for
damages will be asserted by the Contractor. The Contractor will not be entitled to an
increase in the Contract price or payment of any kind from the Department for direct,
indirect, consequential, impact or other costs, expenses or damages, including but not
limited to costs of acceleration or inefficiency, arising because of delay, disruption,
interference, or hindrance from any cause whatsoever. If performance is suspended or
delayed, in whole or in part, due to any of the causes described in this paragraph, after
the causes have ceased to exist the Contractor will perform at no increased cost, unless
the Department determines, in its sole discretion, that the delay will significantly impair
the value of the Contract to the State of Florida or to Customers, in which case the
Department may (1) accept allocated performance or deliveries from the Contractor,
provided that the Contractor grants preferential treatment to Customers and the
Department with respect to commodities or contractual services subjected to allocation,
or (2) purchase from other sources (without recourse to and by the Contractor for the
related costs and expenses) to replace all or part of the commodity or contractual
services that are the subject of the delay, which purchases may be deducted from the
Contract quantity, or (3) terminate the Contract in whole or in part.
SECTION 12. CONTRACT AUDITS.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits
of the Contractor and subcontractors as determined by the Department. The Department
may conduct an audit and review all the Contractor's and subcontractors' data and
records that directly relate to the Contract. To the extent necessary to verify the
Contractor's fees and claims for payment under the Contract, the Contractor's
agreements or contracts with subcontractors, partners, or agents of the Contractor,
pertaining to the Contract, may be inspected by the Department upon fifteen (15)
calendar days' notice, during normal working hours and in accordance with the
Contractor's facility access procedures where facility access is required. Release
statements from its subcontractors, partners, or agents are not required for the
Department or its designee to conduct compliance and performance audits on any of the
Contractor's contracts relating to this Contract. The Inspector General, in accordance
with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor
General also have authority to perform audits and inspections.
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12.2 Payment Audit.
Records of costs incurred under terms of the Contract will be maintained in accordance
with section 8.3 of these Special Contract Conditions. Records of costs incurred will
include the Contractor's general accounting records, together with supporting documents
and records of the Contractor and all subcontractors performing work, and all other
records of the Contractor and subcontractors considered necessary by the Department,
the State of Florida's Chief Financial Officer, or the Office of the Auditor General.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 Background Check.
The Department or Customer may require the Contractor to conduct background checks
of its employees, agents, representatives, and subcontractors as directed by the
Department or Customer. The cost of the background checks will be borne by the
Contractor. The Department or Customer may require the Contractor to exclude the
Contractor's employees, agents, representatives, or subcontractors based on the
background check results. In addition, the Contractor must ensure that all persons have
a responsibility to self -report to the Contractor within three (3) calendar days any arrest
for any disqualifying offense. The Contractor must notify the Contract Manager within
twenty-four (24) hours of all details concerning any reported arrest. Upon the request of
the Department or Customer, the Contractor will re -screen any of its employees, agents,
representatives, and subcontractors during the term of the Contract.
13.2 E-Verify.
The Contractor must use the U.S. Department of Homeland Security's E-Verify system
to verify the employment eligibility of all new employees hired during the term of the
Contract for the services specified in the Contract. The Contractor must also include a
requirement in subcontracts that the subcontractor must utilize the E-Verify system to
verify the employment eligibility of all new employees hired by the subcontractor during
the Contract term. In order to implement this provision, the Contractor must provide a
copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within
five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E-
Verify System, it will do so within five (5) calendar days of notice of Contract award and
provide the Contract Manager a copy of its MOU within five (5) calendar days of
Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each
Contractor or subcontractor new hire, the Contractor must provide a statement within
five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify
case number.
13.3 Disqualifying Offenses.
If at any time it is determined that a person has been found guilty of a misdemeanor or
felony offense as a result of a trial or has entered a plea of guilty or nolo contendere,
regardless of whether adjudication was withheld, within the last six (6) years from the
date of the court's determination for the crimes listed below, or their equivalent in any
jurisdiction, the Contractor is required to immediately remove that person from any
position with access to State of Florida data or directly performing services under the
Contract. The disqualifying offenses are as follows:
(a) Computer related crimes;
(b) Information technology crimes;
SP approved version 7-1-2019 16
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(c) Fraudulent practices;
(d) False pretenses;
(e) Frauds;
(f) Credit card crimes;
(g) Forgery;
(h) Counterfeiting;
(i) Violations involving checks or drafts;
Q) Misuse of medical or personnel records; and
(k) Felony theft.
13.4 Confidentiality.
The Contractor must maintain confidentiality of all confidential data, files, and records
related to the commodities or contractual services provided pursuant to the Contract and
must comply with all state and federal laws, including, but not limited to sections
381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures
must be consistent with the most recent version of the Department security policies,
protocols, and procedures. The Contractor must also comply with any applicable
professional standards with respect to confidentiality of information.
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM.
The Contractor warrants that, to the best of its knowledge, there is no pending or
threatened action, proceeding, or investigation, or any other legal or financial condition,
that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its
Contract obligations. The Contractor warrants that neither it nor any affiliate is currently
on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List,
or on any similar list maintained by any other state or the federal government. The
Contractor shall immediately notify the Department in writing if its ability to perform is
compromised in any manner during the term of the Contract.
SP approved version 7-1-2019 17
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
Exhibit 6
Carahsoft - Locality Media dba First Due Quote
52245324
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
GOVERNMENT - PRICE QUOTATION
CARAHSOFT TECHNOLOGY CORP
F-r-3 11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON, VIRGINIA 20190
PHONE (703) 871-8500 1 FAX (703) 871-8505 1 TOLL FREE (888) 66CARAH
firstdue WWW.CARAHSOFT.COM
TO: David Ezell
Fire Chief
City of Clermont Fire Department
439 W Hwy 50
Clermont, FL 34711 USA
EMAIL: dezell@clermontfl.org
PHONE: (352) 394-7662
TERMS: Contract Number: 43230000-NASPO-16-ACS
NASPO Master Contract Number: AR2472
Contract Term: 08/01 /2017 to 09/30/2026
Shipping Point: FOB Destination
Credit Cards: VISA/MasterCard/AMEX
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Sales Tax May Apply
LINE NO. PART NO. DESCRIPTION
1 AR2472-FDPSL100
2 AR2472-LME001-1
FROM: Noel Stapleton
Carahsoft Technology Corp.
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
carahsoft
EMAIL: Noel.Stapleton@Carahsoft.com
PHONE: (571) 591-6954
QUOTE NO:
52245324
QUOTE DATE:
09/24/2025
QUOTE EXPIRES:
12/31/2025
RFQ NO:
SHIPPING:
GROUND
TOTAL PRICE:
$34,050.04
TOTAL QUOTE:
$34,050.04
Access to First Due Platform for service population from
100,000 to 124,999
Locality Media, INC. - FDPSL100
Start Date: 09/30/2025
End Date: 09/29/2026
Implementation Services
Locality Media, INC. - FDPS
Start Date: 09/30/2025
End Date: 09/29/2026
SUBTOTAL:
TOTAL PRICE:
TOTAL QUOTE:
QUOTE PRICE
$24,736.84 COOP
QTY EXTENDED PRICE
1 $24,736.84
$194.0250 COOP 48 $9,313.20
$34,050.04
$34,050.04
$34,050.04
The pricing is adjusted to serve a population of 45,000.
Payment Terms: The above -listed Total Quote will be invoiced on or around the Subscription Start date of September 30, 2025. For subsequent annual periods, the Service fees
are due and payable annually in advance on September 30th. Beginning September 30, 2026, Customer's renewal Service and Subscription fees will increase by no more than
5% per annum, applied to the Service and Subscription fees set forth in the previous term.
Please provide the contract on the PO:
NASPO Value Point Contract: AR2472 / FLORIDA CONTRACT NUMBER: 43230000-NASPO-I6-ACS.
CONFIDENTIAL QUOTE DATE: 09/24/2025
PAGE 1 of 1 QUOTE NO: 52245324
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
Exhibit C
Locality Media dba First Due - Agreement for
Services
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
FPI
Agreement for Services
1. This Agreement for Services (this "Agreement") dated as of September 30, 2025 (the "Effective Date") is made
by and between First Due Holdings, Inc., a Delaware corporation, through its wholly -owned subsidiary Locality
Media, LLC dba First Due ("First Due"), and the City of Clermont Fire Department located at 439 W Hwy 50,
Clermont, FL 34711 (the "Customer").
2. First Due maintains a website through which Customer members may access First Due's First Due Size-UpTM
Community ConnectTM, Mobile Responderrm and/or other software -as -a -service platforms and solutions
identified in the attached Exhibit A - Quote and Statement of Work (collectively, the "Service") in connection
with the performance of their Customer duties. First Due agrees to grant the Customer access to the Service
pursuant to the terms and conditions set forth below and in Exhibit A and Statement of Work, and the Customer
agrees to use the Service only in strict conformity with and subject to such terms and conditions.
3. First Due may provide the Customer with one or more user ID's, initial passwords, digital certificates and/or other
devices (collectively, "Credentials") and/or application programming interfaces ("APIs") to access the Service.
The Customer shall access the Service only by using such Credentials and APIs. The Customer authorizes First
Due to act on any instructions First Due receives from users of the Service who present valid Credentials
and such individuals shall be deemed authorized to act on behalf of the Customer, including, without
limitation, to change such Credentials. It is the Customer's sole responsibility to keep all Credentials and other
means of access within the Customer's direct or indirect possession or control both confidential and secure
from unauthorized use. The Customer understands the utility of the First Due Size Up Service depends on the
availability of data and information relating to Locations and structures in the Customer's jurisdiction, including
but not limited to building system and structural information, building inspection codes and incident report data
(collectively, "Location Data"). First Due also may process and furnish through the Service, in addition to
Location Data, other data regarding residents and roadways within the Customer's jurisdiction ("Community
Data"). Location Data and Community Data are referred to collectively herein as "Data". First Due may acquire
Data from third party public and/or private sources in First Due's discretion. In addition, the Customer will upload
to the Service or otherwise provide to First Due in such form and using such methods as First Due reasonably
may require from time to time, any and all Data from the Customer's records and systems which the parties
mutually designate for inclusion in the Service database. The Customer agrees not to filter or alter such records
except to conform such Data to the formats reasonably required by First Due. Subject to any third -party license
restrictions identified expressly in writing by the Customer, the Customer grants to First Due a perpetual, non-
exclusive, worldwide, royalty -free right and license to process, use and disclose the Data furnished to First Due
by the Customer in connection with the development, operation, and performance of First Due's business,
including but not limited to the Service. Customer shall own all Customer data and upon termination or written
request, First Due shall provide Customer data to Customer.
4. As between the parties, the Customer and its employees, contractors, members, users, agents, and
representatives (collectively, "Customer Users") are solely responsible for determining whether and how to use
Data accessed through the Service. The Customer acknowledges that First Due, through the Service, provides
an interface for viewing Data compiled from the Customer and other sources over which First Due has no
control and for which First Due assumes no responsibility. First Due makes no representations or warranties
regarding any Location or structure (including but not limited to a Location's safety, construction, occupancy,
materials, hazards, water supply, contents, location, surrounding structures, exposures, size, layout, compliance,
condition or history), residents, roadways, or any actual or expected outcome from use of the Data, nor does
First Due make any representation or warranty regarding the accuracy or reliability of the Data received by First
Due. First Due provides administrative and information technology services only and does not advise,
recommend, or render an opinion with respect to any information communicated through the Service and
shall not be responsible for the Customer's or any third party's use of any information obtained through the
Service.
5. The Customer shall obtain and maintain, at its own expense, computers, operating systems, Internet browsers,
tablets, phones, telecommunications equipment, third -party application services and other equipment and
First Due Agreement for Services May 2025 Page 1 of 13
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software ("Equipment") required for the Customer to access and use the Service (the Service being accessible
to users through standard Internet browsers subject to third party network availability and signal strength). First
Due shall not be responsible for any problem, error or malfunction relating to the Service
resulting from Customer error, data entry errors or malfeasance by the Customer or any third party, or the
performance or failure of Equipment or any telecommunications service, cellular or Wi-Fi network, Internet
connection, Internet service provider, or any other third -party communications provider, or any other failure or
problem not attributable to First Due ("Technical Problems").
6. This Agreement will be effective for an initial term of 12 months (the "Initial Term") commencing on the Effective
Date. After the Initial Term, this Agreement will automatically renew for successive terms of 12 months each (a
"Renewal Term"), subject to the right of either party to cancel renewal at any time upon at least 60 days' written
notice. First Due reserves the right to increase Customer's renewal Service fees by no more than 5% per annum,
applied to the Service fees set forth in the previous term. Either party also may terminate this Agreement
immediately upon written notice if the other party: (i) becomes insolvent; (ii) becomes the subject of a petition
in bankruptcy which is not withdrawn or dismissed within 60 days thereafter; (iii) makes an assignment for the
benefit of creditors; or (iv) materially breaches its obligations under this Agreement and fails to cure such
breach within 30 days after the non -breaching party provides written notice thereof.
7. Upon termination, the Customer shall cease use of the Service and all Credentials then in the Customer's
possession or control. This Section 6 and Sections 8 through 11 and 15 through 25 hereof shall survive any
termination or expiration of this Agreement.
8. The Customer agrees to pay the fees set forth in Exhibit A for use of those Service features described in Exhibit A
and Statement of Work (as available as of the Effective Date). First Due may charge separately for services
offered from time to time that are not included in the scope of Exhibit A and Statement of Work (such
as new Service features, systems integration services and applications of the Service for new purposes), subject
to the Customer's written acceptance of the terms of use and fees associated with such services. The
Customer shall be responsible for the payment of all taxes associated with provision and use of the Service
(other than taxes on First Due's income).
First Due owns and shall retain all right, title, and interest in and to the Service, all components
thereof, including without limitation all related applications, APIs, user interface designs, software and source
code (which shall further include without limitation any and all source code furnished by First Due to the
Customer in connection with the delivery or performance of any services hereunder) and any and all future
enhancements or modifications thereto howsoever made and all intellectual property rights therein but not
Data furnished by the Customer. Except as expressly provided in this Agreement or as otherwise authorized in
advance in writing by First Due, the Customer and Customer Users shall not copy, distribute, license, reproduce,
decompile, disassemble, reverse engineer, publish, modify, or create derivative works from, the Service;
provided, however, that nothing herein shall restrict the Customer's use of the Data that the Customer has
provided.
10. "Confidential Information" means any and all information disclosed by either party to the other which is marked
"confidential" or "proprietary," including oral information that is designated confidential at the time of
disclosure. Without limiting the foregoing, all information relating to the Service and associated software and
the terms of this Agreement shall be deemed First Due's Confidential Information. Notwithstanding the
foregoing, "Confidential Information" does not include any information that the receiving party can
demonstrate (i) was known to it prior to its disclosure hereunder; (ii) is or becomes publicly known through no
wrongful act of the receiving party; (iii) has been rightfully received from a third party authorized to make such
disclosure without restriction; (iv) is independently developed by the receiving party, without the use of any
Confidential Information of the other party; (v) has been approved for release by the disclosing party's
prior written authorization; or (vi) is required to be disclosed by court order or applicable law, provided that
the party required to disclose the information provides prompt advance notice thereof to the other party
(except to the extent such notice is prohibited by law).
11. Each party hereby agrees that it shall not use any Confidential Information belonging to the other party other
than as expressly permitted under the terms of this Agreement or as expressly authorized in writing by the other
party. Each party shall use the same degree of care to protect the other party's Confidential Information as it
uses to protect its own confidential information of like nature, but in no circumstances with less than reasonable
care. Neither party shall disclose the other party's Confidential Information to any person or entity other than its
employees, agents or consultants who need access thereto in order to effect the intent of this Agreement and
First Due Agreement for Services May 2025 Page 2 of 13
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in each case who have been advised of the confidentiality provisions of this Agreement, have been instructed
to abide by such confidentiality provisions, entered into written confidentiality agreements consistent with
Sections 9-11 or otherwise are bound under substantially similar confidentiality restrictions.
12. Each party acknowledges and agrees that it has been advised that the use or disclosure of the other's
Confidential Information inconsistent with this Agreement may cause special, unique, unusual, extraordinary,
and irreparable harm to the other party, the extent of which may be difficult to ascertain. Accordingly, each
party agrees that, in addition to any other remedies to which the nonbreaching party may be legally entitled,
the nonbreaching party shall have the right to seek to obtain immediate injunctive relief, without the necessity
of posting a bond, in the event of a breach of Section 9 or 10 by the other party, any of its employees, agents
or consultants.
13. FIRST DUE REPRESENTS AND WARRANTS THAT IT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE
THE SERVICE WITHOUT INTRODUCING ERRORS OR OTHERWISE CORRUPTING DATA AS SUBMITTED BY THE
CUSTOMER. OTHER THAN THE FOREGOING, THE SERVICE, INCLUDING ALL DATA, IS PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, FIRST DUE MAKES
NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE AT ALL TIMES, NOR DOES
FIRST DUE WARRANT THAT THE SERVICE WILL REMAIN COMPATIBLE WITH, OR OPERATE WITHOUT INTERRUPTION ON,
ANY EQUIPMENT OF THE CUSTOMER OR CUSTOMER USERS. First Due will provide the service on a 24X7X365 basis
with an uptime guarantee of 99.5% availability excluding scheduled maintenance. First Due will respond to
Customer and provide Initial Responses, Temporary Resolutions and Final Resolutions in accordance with the
time requirements set forth in the table below.
Severity Level:
Vendor's Initial
Vendor's Temporary Vendor's Final
Response will be
Resolution will be Resolution will be
provided within:
provided within: provided within:
1: Mission Critical - Software is down
60 minutes from receipt
24 hours from receipt of
2 days from receipt of
/undiagnosed but feared critical;
of initial notice from the
initial notice from the
initial notice from the
situation may require a restore and
Customer, or discovery,
Customer, or discovery,
Customer, or error
Software use is suspended until a
of the error
of the error
discovery
diagnosis is given
2: Critical Issue - Software is not down,
2 hours from receipt of
48 hours from receipt of
3 days from receipt of
but operations are negatively
initial notice from the
initial notice from the
initial notice from the
impacted
Customer, or discovery,
Customer, or discovery,
Customer, or error
of the error
of the error
discovery
3: Non -Critical Issue
4 hours from receipt of
3 days from receipt of
15 days from receipt of
initial notice from the
initial notice from the
initial notice from the
Customer, or discovery,
Customer, or discovery,
Customer, or error
of the error
of the error
discovery
14. EXCEPT AS SET FORTH ABOVE IN SECTION 12, FIRST DUE MAKES AND THE CUSTOMER RECEIVES NO WARRANTIES,
WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SUBJECT MATTER HEREOF. FIRST DUE
SPECIFICALLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SUBJECT
MATTER HEREOF, INCLUDING WITHOUT LIMITATION THE SERVICE.
15. The Customer represents and warrants that the Customer is authorized and has all rights necessary to enter into
this Agreement, to provide the Data furnished by the Customer to First Due, and to use the Service and Data,
and Customer will only use the Service and Data, as permitted under this Agreement and in accordance with
the laws, regulations, and any third -party agreements applicable to the Customer and Customer Users. Without
limiting the generality of the foregoing, Customer shall not cause or permit any Data to be uploaded to the
Service or used in connection with the Service in any manner that would violate any third -party intellectual
property rights or license between Customer and any third party. Customer agrees not to use or permit the use
of the Service and Data in connection with any public or private enterprise other than operation and
performance of the Customer's functions and services. In addition, the Customer and the Customer Users shall
not copy, distribute, license, reproduce, publish, modify, or otherwise use any Personally Identifiable Information
(PII) contained within the Data accessed through the Service for any purpose other than to lawfully carry out
First Due Agreement for Services May 2025 Page 3 of 13
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
the services and duties of the Customer. The Customer shall remain responsible for the performance, acts and
omissions of each Customer User as if such activities had been performed by the Customer.
16. First Due will indemnify, defend and hold harmless the Customer from and against any and all damages,
liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys' fees) (collectively,
"Losses") resulting from any third -party claim, suit, action, investigation or proceeding (each, an "Action")
brought against the Customer based on the infringement by First Due of any third -party issued patent,
copyright or registered trademark, except to the extent such Action is based on Data furnished from the
Customer, the Customer's breach of any third party agreement, or any combination or integration of the
Service with any Customer- or third -party property, method or system.
17. The Customer will indemnify, defend and hold First Due harmless from and against any and all Losses arising
from or relating to: (i) any breach by the Customer of Section 8; or (ii) any Action by a Customer User or third
party arising from or relating to the use of the Service or Data accessed through the Service, except to the
extent such Losses are subject to Section 15 above or result from the gross negligence or willful misconduct of
First Due.
18. Such indemnification under Sections 15 and 16 will be provided only on the conditions that: (a) the
indemnifying party is given written notice reasonably promptly after the indemnified party receives notice of
such Action; (b) the indemnifying party has sole control of the defense and all related settlement negotiations,
provided any settlement that would impose any monetary or injunctive obligation upon the indemnified party
shall be subject to such party's prior written approval; and (c) the indemnified party provides assistance,
information and authority as reasonably required by the indemnifying party.
19. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS IN SECTION 15, AND EXCEPT FOR CLAIMS OF GROSS
NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, FIRST DUE SHALL NOT BE LIABLE TO THE CUSTOMER OR
CUSTOMER USERS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING
FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES OR DATA, EVEN IF THE CUSTOMER HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS IN SECTION 15, AND
EXCEPT FOR CLAIMS OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, FIRST DUE SHALL NOT BE LIABLE
TO THE CUSTOMER OR CUSTOMER USERS FOR ANY DAMAGES IN CONNECTION WITH THIS AGREEMENT IN EXCESS
OF THE AMOUNT OF FEES PAID OR PAYABLE BY THE CUSTOMER TO FIRST DUE WITHIN THE 12 MONTH PERIOD
IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
20. All notices, requests, demands, or consents under this Agreement must be in writing, and be delivered
personally, by email or facsimile followed by written confirmation, or by internationally recognized courier
service to the addresses of the parties set forth in this Agreement.
21. Except as otherwise provided below, neither party may assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other party. First Due may assign this Agreement or any rights
or obligations hereunder to any First Due affiliate or in connection with the merger or acquisition of First Due or
the sale of all or substantially all of its assets related to this Agreement, without such consent. This Agreement
shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns.
22. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
23. Any modification, amendment or waiver to this Agreement shall not be effective unless in writing and signed by
the party to be charged. No failure or delay by either party in exercising any right, power, or remedy hereunder
shall operate as a waiver of such right, power, or remedy.
24. The parties are independent contractors with respect to each other, and neither shall be deemed an
employee, agent, partner, or legal representative of the other for any purpose or shall have any authority to
create any obligation on behalf of the other. Neither party intends to grant any third -party beneficiary rights as
a result of this Agreement.
25. Any delay in or failure of performance by either party under this Agreement will not be considered a breach
and will be excused to the extent caused by any event beyond the reasonable control of such party including,
but not limited to, acts of God, acts of civil or military authorities, strikes or other labor disputes, fires, interruptions
in telecommunications or Internet or network provider services, power outages, and governmental restrictions.
First Due Agreement for Services May 2025 Page 4 of 13
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
26. Training Content Disclaimer. As related to First Due's Basic Training Records, Advanced Training Records, and
Advanced Training Records with Content modules and associated Training Content, First Due's products are
intended to be used by certified instructors and are designed to be integrated into a broader curriculum that
includes digital, online, or in person classroom instruction, hands-on practice and the use of educational
materials. Some practices or procedures shown may differ from Licensee's competency and procedural
requirements. First Due makes no warranty, expressed or implied that the information presented will satisfy any
particular situation or need or that any demonstrated procedure is safe. First Due disclaims any liability, loss or
risk resulting directly or indirectly from the Training Products.
27. This Agreement supersedes all prior agreements, understandings, representations, warranties, requests for
proposal and negotiations, if any. Each provision of this Agreement is severable from each other provision for
the purpose of determining the enforceability of any specific provision.
FIRST DUE HOLDINGS, INC.,
THROUGH ITS WHOLLY -OWNED SUBSIDIARY
LOCALITY j;P,L&,LLC DBA FIRST DUE
gVJn&S Kt�w
B y : 9711200B60E64BA...
(Signature)
Name: Andreas Huber
Title: CEO
Date: 10/7/2025
City of Clermont Fire Department
By:
Signed by:
D99CA96BEB984B7...
(Signature)
Name: Tim Murry
Title
Date: 10/7/2025
First Due Agreement for Services May 2025 Page 5 of 13
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
Attached
Exhibit A - Carahsoft Quote
First Due Agreement for Services May 2025 Page 6 of 13
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
FF-3 fi rst d u e
Phone: +1 (516) 874-2258
Website: httos://www.firstdue.com/
Statement of Work
Carahsoft Quote Number: 52245324
First Due ID: 1545132000031870008
Statement of Work I City of Clermont Fire Department
1. Introduction
1.1 Purpose
The purpose of this Statement of Work (SoW) document is to clearly define the Implementation, Training, Data
Migration, Integrations, Customer Success Manager, Customer Support, and Assumptions for City of Clermont
Fire Department ("Customer") from between First Due Holdings, Inc., a Delaware corporation, through its
wholly -owned subsidiary Locality Media, LLC dba First Due ("First Due") for the purchased product(s) set forth
in Exhibit A - Carahsoft Quote and noted below in the Included Modules section below ("Purchased
Products") attached to the Agreement. This SOW is pursuant and governed by NASPO Cloud Solutions:
AR2472 and NASPO Cloud Solutions - FL: 43230000-NASPO-I6-ACS.
1.2 Scope:
This SOW includes the configuration, optimization, and deployment of the Purchased Products with the goal
of meeting the organizational needs of the Customer.
2. Included Modules
The table below defines the Modules that are included as related to subscription/access as well as
implementation. Any modules missing from this table will be assumed to be out of scope:
Included Modules and Implementation/Configuration Services
Occupancy Management & Pre -Incident Planning
Manage Occupancies, Pre -Incident Mapping, ArcGIS Maps, Fire Systems, Hazardous Material, and
Contacts.
Responder
Web Responder dashboard and Responder iOS/Android App with notifications, statusing and routing.
Hydrant Management - Basic
Manage Hydrants including hydrants visible on pre -plan & response map, hydrant list, hydrant types,
hydrant uploads, ArcGIS hydrant layers, and hydrant setup
Inspections
Field Inspections, Configurable Checklists, Violation Management, Virtual Inspections, Inspections
Scheduler, and Integrated Pre -Incident Planning.
Incident Reporting - NFIRS
NFIRS Incident Documentation, State and Federal Compliance with automated submission.
Personnel Management
Store, Manage and Access Employee Records including demographic data, certifications and
employment information.
Events & Activities
Create Events, View Global Activity Log, and Access Global Calendar.
CAD Integration (Other)
Receive CAD Data to support First Due Responder and Incident Reporting modules via sFTP, XML, or API.
Scheduling Integration w/ Third Party (Aladtec)
Scheduling Integration with Aladtec.
Brycer Integration
Integration with Brycer
First Arriving Integration
First Arriving Integration
Essentials Onsite Training Package
Up to 3 Day Onsite Training with 1 certified First Due Instructor
Implementation and Configuration Services
Services related to configuring and customizing the First Due Platform as described in the Statement of
Work.
First Due Agreement for Services May 2025 Page 7 of 13
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
3. Implementation
3.1 Overview
First Due utilizes a combination waterfall and iterative approach to implementation. This includes Discovery,
Configuration, Optimization, Data Migration, Training, and Go -Live.
02
04
CONFIGURATION
DATA
GO -LIVE
MIGRATION
01
03
o
05
07
DISCOVERY
OPTIMIZATION
TRAINING
SUPPORT
& PLANNING
3.2 Implementation Resources
• Implementation Manager: Project lead and go -to person, acting as the primary liaison between the
Customer and the First Due project team. The Implementation Manager will develop and execute the
project plan, manage communication, and ensure adherence to predefined timelines and quality
standards. This individual is also responsible for helping to configure the core system and some of the
more straightforward modules.
• Implementation Product Specialist(s): While the Implementation Manager will lead the overall project,
Product Specialists will be brought in to help configure and optimize specialty modules such as Fire
Prevention, ePCR, Assets & Inventory, Training, Scheduling, and Reporting. They are product experts in First
Due and are versed in industry best practices for their specific product specialties. Depending on the
modules purchased and complexity, your project may be assigned 1-3 Product Specialists.
• Technical Implementation Specialist: Responsible for managing data migration from your current vendor
to First Due and the integration between First Due and CAD. The Technical Implementation Specialist
team comes from a diverse background, ranging from database management to public safety software
integration.
• Customer Success Manager: As the point person after project completion, the Customer Success
Manager (CSM) will be part of the implementation as an advocate and to ensure a seamless transition to
support post go -live. During the Implementation they will regularly check -in to ensure progress is being
made and help with the addition of new modules or scope from a commercial perspective. Post go -live,
they will provide regular check -ins to ensure the Customer is adopting the Purchased Products and
deriving value from them.
• Training Manager: Responsible for developing and executing the training plan, with the goal of effective
adoption of the Purchased Products by Customer. The Training Manager will be involved throughout the
project to ensure they have the Customer specific knowledge to design the most effective training plan
possible.
First Due Agreement for Services May 2025 Page 8 of 13
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3.3 Implementation Phases
3.3.1 Discovery & Planning: Once the Project has been assigned, Customer will receive a set of tailored
discovery questionnaires. Once filled out, the Implementation Manager will schedule a Project Kick -
Off. During this meeting the Customer will receive access to the First Due platform, meet the project
team and receive an initial product tour. The Implementation Manager will also provide an overview
of the project plan, decide the meeting cadence, and formalize the next steps. CAD Integration and
Data Migration planning meetings are also held during this phase, if required. These meetings will be
led by the Technical Implementation Specialist.
• Key Meeting(s): Project Kick -Off, CAD Kick -Off, Data Migration Planning
• Milestone(s): Project Kick -Off, System Access
• Customer Task(s): Fill Discovery Questionnaires
• Deliverable(s): Welcome email, Initial Account Set -Up, System Logins Provided
3.3.2 Configuration: After planning is complete, the Implementation Manager will begin scheduling the
Configuration sessions. Before each configuration session there will be some light prep work for the
Customer to complete. Generally, there will generally be one (1) configuration session per module, but
in cases where there is more complexity, there may be multiple. These sessions will be either be run by
the Implementation Manager or the Implementation Product Specialist, depending on the module.
• Key Meeting(s): Module Configuration Sessions (1-2 per module)
• Milestone(s): N/A
• Customer Task(s): Configuration Prep Work (per module)
• Deliverable(s): Initial Module Configuration
• Scope: All Purchase Products
3.3.3 Optimization: After the configuration is complete, the Customer will be provided with test work (module
User Acceptance Testing (UAT)) to complete. Following the completion of the UAT work, Optimization
Sessions will be held to review Customer feedback, correct any issues, and finalize the configuration of
the module. There will generally be one (1) Optimization session per module, but in cases where there is
more complexity, there may be multiple. Once a module is configured and optimized, the Customer
will be provided a module sign -off document to review and sign. Note Configuration and Optimization
sessions may run interchangeably to ensure the project stays on -track.
• Key Meeting(s): Module Optimization Sessions (1-2 per module)
• Milestone(s): Module Acceptance and Sign -Off (1 per module)
• Customer Task(s): Optimization Prep Work (UAT per module)
• Deliverable(s): Module Optimization resulting in Customer Acceptance
• Scope: All Purchase Products
3.3.4 Data Migration: Data Migration will occur through -out the project and can be summarized in three
steps: (1) initial data migration at the beginning of the project required for configuration, (2) import of
historical records, usually occurring throughout the project, and (3) final data migration immediately
before go -live. First Due's Data Migration team will review your legacy data environment and provide
guidance on the best path to extract, map, and import the data into First Due.
• Key Meeting(s): Data Migration Planning
• Milestone(s): Data Migration Sign -Off
• Customer Task(s): Extract or provide access to legacy data based on guidance from First Due
Data Migration team, Data Mapping Assistance, review and approve data load.
• Deliverable(s): Data Migration Plan, Data Mapping Assistance, Data Import
First Due Agreement for Services May 2025 Page 9 of 13
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
3.3.5 Training: As the project is in the final stages, the Training Manager will work with the Customer to
arrange a training plan that will result in the successful adoption of the Purchased Products. Note that
while Webinar Administrator training will occur during configuration and optimization sessions, the
Training Manager will arrange formal Webinar and/or Onsite Train -the -Trainer and/or End User Training
Session(s). Additive to the provided training, Customer will also have access to live weekly training
academy sessions as well as on demand online training videos and training guides via the First Due
Knowledgebase.
• Key Meeting(s): Training Planning, Training Sessions
• Milestone(s): Training Completed
• Customer Task(s): Coordinate staff to be trained
• Deliverable(s): Training Plan and Training Session(s)
3.3.6 Go -Live: Once all modules have been signed off and training has been arranged or completed, First
Due will work with the Customer to kick-off the Go -live process. This includes: (1) Final System
Acceptance, (2) Go -live planning meeting, (3) Final Data Migration, (4) Go -live, and (5) Post go -live
implementation support.
• Key Meeting(s): Go -live planning, Post Go -live Check -Ins
• Milestone(s): System Acceptance, Go -live
• Customer Task(s): Final Testing
• Deliverable(s): Post Go -live Implementation Support (2-4 weeks)
3.3.7 Transition to Customer Success: Following the completion of the post go -live support period and
assuming all critical implementation tasks are complete, Customer will be transitioned to their Customer
Success Manager (CSM) and to the First Due Support team.
• Key Meeting(s): Customer Success Transition Meeting
• Milestone(s): Transition to Customer Success and Support
• Customer Task(s): N/A
• Deliverable(s): N/A
4. Training
Training is an integral part of any successful implementation. First Due is focused on providing your agency
adequate training to ensure effective user adoption of the platform. As part of this Statement of Work, the
Customer shall receive:
• Formal training as outlined in Exhibit A - Quote
• Administrator Training as part of the Configuration / Optimization
• Access to live First Due Academy Webinars
• Access to online recorded training videos and guides via an interactive knowledgebase
Any additional scope or detail related to Training will be listed below.
5. Data Migration
First Due understands the importance of data migration to our customers and has extensive experience
working to migrate historical records into the platform. First Due will use best efforts to migrate applicable
data from Customer's existing systems utilizing data migration best practices. This includes:
• Data Migration Planning Session
• Assistance/Guidance in extracting data from existing system/s
• Mapping extracted data to First Due import workbooks
• Importing of Data into First Due
The Data Migration scope of this Statement of Work will be to import legacy data from Customer existing
systems in order for the Purchased Products to be operational. This includes operational data and historic
records. Note that there are times when certain data is not seen as valuable to migrate to First Due. First Due
and Customer will agree during the planning phase on what data needs to be migrated and priorities
around data migration.
First Due Agreement for Services May 2025 Page 10 of 13
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
6. Integrations
As part of this Statement of Work, First Due will Implement all integrations and relevant scope outlined in
Exhibit A — Quote. Integrations will be implemented during the configuration and optimization phases outlined
above. In most cases, these integrations will be aligned with the module they are related. The only exception
to this is the CAD Integration which, if part of scope, will have its own dedicated session at the beginning of
an implementation. Customer or complex integrations may follow this same exception and have their own
sessions to implement.
First Due will support these integrations post go -live. Note First Due is not responsible for outages, issues, and
failures of 3rd Party Vendors. First Due will, however, always endeavor to work with Customer to resolve issues,
regardless of responsibility.
Any additional scope or detail related to Integrations will be listed below.
7. Customer Success Manager
First Due understands the value of ongoing Customer Success activities post go -live. As part of this Statement
of Work, Customer will receive a Customer Success Manager who will be the point person for Customer post
go -live. Customer will receive regular check -ins to ensure the adoption of the Purchased Products. As part of
the regular check -ins, the Customer Success Manager can help Customer with any major enhancements or
issues, new feature updates, interest in other modules and additional training needs.
8. Customer Support
A customer's success is important to First Due and we understand having a reliable, knowledgeable
Customer Support (or Support) team there to help is vital. Customer Support provides a central point of
contact to ensure that all customer support requests are responded to and resolved. Below is a summary of
the support components.
8.1 Contacting Customer Support
Customer Support is a service provided to our customers when they have questions, requests, or issues with
the Services. When Customer submits a support request, a Support Ticket (or Ticket) is created within First
Due's Support CRM and a unique ID (or ticket number) is assigned to track and document Customer's
support request.
We offer a variety of channels to communicate with our Support team:
• Online: hftps://support.firstduesizeup.com/portal/en/kb/first-due-community-connect-support
• Email: support@firstdue.com
• Phone: (516) 874-5818
8.2 Self -Service Resources
First Due strives to provide useful, empowering self-service resources that are available 24/7 on our online
Support Center. Our Knowledgebase contains step-by-step/how-to articles, FAQs, videos, best practices,
etc.
8.3 Hours of Operation
Customer Support hours of operation (Business Hours) are:
• Monday to Friday, 9:OOam — 6:OOpm ET**
• ** 24x7 Support available for Sev 1 (Down/Urgent) issues.
9. Assumptions
9.1 Customer Participation
Every successful implementation requires adequate participation from the Customer. Although First Due is
ultimately responsible for deliverables in the SoW, Customer agrees to attend the necessary calls and
complete required preparatory work in order to help drive the project forward. At a minimum, Customer
resources will be required for one (1) hour per week for meetings, and half an hour to one (0.5-1) hour of prep
work per week by one or multiple individuals. Customer understands the importance of ensuring the correct
Customer resources are available when required.
First Due Agreement for Services May 2025 Page 11 of 13
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
9.2 Statement of Work Expiration
Excluding significant delays caused by the First Due team, this Statement of Work will expire within twelve (12)
months of the Subscription Start Date as detailed in Exhibit A — Quote. In situations where the project is
delayed for no fault of either party, First Due agrees to extend the term, only if there is an agreed plan to
complete the project within the extension period. Note the term expiration does not apply to section b & 7
above and will not impact First Due's ability to support the Customer post go -live.
9.3 Best Practice and Standard Workflow
First Due intends to meet the organizational needs of the Customer and their respective software
requirements by configuring the Purchased Products to closely align with existing workflows. Although First
Due is incredibly flexible, there may be times when First Due recommends using standard functionality or best
practice to ensure a timely implementation, and simplification of current process. These workflows may differ
from Customer existing workflows. Customer understands the importance of collaboration to achieve the
ultimate goal of successfully adopting the Purchased Products and is aware there may be changes to
existing workflow to accomplish this.
9.4 Go -live Requirements & Gaps
Over the course of the Implementation, both parties may uncover functionality gaps in the Purchased
Products. Some of these gaps may have a material impact on the ability to implement or adopt the product.
Gaps of this nature, deemed Go -Live Requirements, will be prioritized to ensure a timely go -live and project
completion. However, in the case that certain features are not complete before go -live, they will be added
to module and system signoffs as exceptions and will be completed within an agreed upon timeframe.
First Due Agreement for Services May 2025 Page 12 of 13
Docusign Envelope ID: 6CFB954C-0596-4F8E-BF2D-8FF4B1FA954F
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First Due Agreement for Services May 2025 Page 13 of 13