13. Participation Agreement for Concentration.pdf

EXHIBIT 3

AGENCY PARTICIPATION

AGREEMENT BETWEEN

__________________(CONTRACTOR)

and

(PARTICIPANT)

This Participation Agreement is effective as of the date last signed below, is entered into between _________________(Contractor) and ________________________ (Participant), an

Agency Participant, in accordance with the contract (No. TR___) entered into between the

Contractor and the Department of Financial Services (Department), together with the attachments thereto (Concentration Account Financial Services).

I. PARTICIPATION TERMS AND CONDITIONS

A. Capitalized terms used in the Participation Agreement, other than those specifically defined herein, have the meanings prescribed in the Concentration Account Financial Services

Contract’s Attachment 2, Statement of Work.

B. By signing this Participation Agreement, the Participant and the Contractor agree to be bound by the terms of this Participation Agreement, and the Concentration Account

Financial Services Contract in the performance of their obligations. By signing below, the

Participant represents that a copy of the Concentration Account Financial Services Contract has been provided or made available to it.

C. The Participant hereby authorizes the Contractor to share with the Department any and all information (excluding a Customer’s peronally identifiable information) that the

Contractor has or obtains pursuant to this Participation Agreement or the Concentration

Account Financial Services Contract.

II. PARTICIPANT’S INFORMATION

Any material provided by the Participant that is marked “Confidential” may only be used by the Contractor or other necessary third parties to perform services under this Participation

Agreement. At any reasonable time, the Contractor may audit the Participant’s records relating to this Participation Agreement.

III. FEES TO BE PAID TO CONTRACTOR

Pricing for the services provided herunder is set forth in the Concentration Account

Financial Services Contract’s Attachment 3, Cost Response. In accordance with the terms set forth in the Concentration Account Financial Services Contract, invoicing will occur monthly.

IV. EFFECTIVE DATE AND TERMINATION

A. Unless terminated earlier by either party, this Participation Agreement will remain in full force and effect until the earlier of (i) termination, cancellation, or expiration of the

Concentration Account Financial Services Contract or (ii) any date provided here:

B. Subject to the Department’s approval, which must be obtained in accordance with the requirements of section 215.322, F.S., the Participant may terminate this Participation

Agreement at any time by giving the Contractor ninety (90) days’ written notice. The

Participant may also terminate this Participation Agreement after a default by the

Contractor, as provided in the Concentration Account Financial Services Contract.

V. NOTICES AND REQUESTS

A. See Section 1, Notices, of the Concentration Account Financial Services Contract’s

Attachment 1, Special Contract Conditions, for details pertinent to the provision of

“written notices” or notices “given in writing.”

B. Routine notices may be delivered by e-mail to the email address specified by the Contract

Manager of the party receiving the notice.

C. The Participant shall submit all requests for new services or equipment or supplies, for replacement equipment or supplies to the Department’s Contract Manager via Florida

PALM. If approved, the Department will initiate the Request to the Contractor on behalf of the Participant.

D. If the Participant has grounds for any claim, counterclaim, or dispute related to this

Participation Agreement, it shall notify the Department so that the Department can proceed with the process outlined in ____. The Participant shall provide the Department with all information and assistance necessary to complete said process.

E. The Participant shall copy the Department on all e-mails to the Contractor related to the

Participant’s transition during the Project.

VI. MISCELLANEOUS PROVISIONS

A. This Participation Agreement, incorporating the terms of the Concentration Account

Financial Services Contract contains the entire understanding of the parties and supersedes any and all previous discussions, proposals, or agreements, if any, between the parties with respect the the subject matter hereof.

B. This Participation Agreement may not be amended except by an instrument in writing signed by an authorized representative of each party.

C. This Participation Agreement is binding on the parties and their succesors and assigns.

D. All implementation and testing will be completed prior to the Participant’s Go-Live date, which will be specified on the Participants’s Implementation Plan.

E. In the event that the Contractor is liable for damages under the Concentration Account

Financial Services Contract, such damages will be paid out to the affected Participants proportionally based on the damages to each Participant as directed by the Department.

F. The Participant’s liability to the Contractor under the Participation Agreement is set forth in

Section ____ of the Concentration Account Financial Services Contract. The Participant’s liability to Contractor’s Service Providers under this Partiticipation Agreement is set forth in

VII. PARTICIPANT’S CONTRACT MANAGER

Changes to the names or contact information of the Contract Manager listed below will be made in accordance with Section 4, Contract Managers, of the Concentration Account Financial

Services Contract’s Attachment 1, Special Contract Conditions.

Participant’s Contract Manager:

Name

Adress

City, State, Zip

Phone

Fax e-mail

VII. PUBLIC RECORDS

The following information is provided in accordance with sections 119.0701, F.S.:

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, F.S., TO THE CONTRACTOR’S

DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE

PARTICIPATION AGREEMENT, CONTACT PUBLIC RECORDS AT:

Telephone: [Participant’s public records phone number]

Email: [Participant’s public records e-mail]

Mailing Address: [Participant’s public records mailing address]

Participant’s

Name: _______________________________________

By: _______________________________________

Printed Name: _______________________________________

Title: _______________________________________

Date: _______________________________________

Contractor’s

Name: ________________________________________

By: ________________________________________

Printed Name: ________________________________________

Title: ________________________________________

Date: ________________________________________