2. Attachment A - Forms.docx

ATTACHMENT A

FORMS

General Instructions to Respondents

A. Deadline.

The Respondent must complete, sign, and submit the forms in this Attachment A, Forms, by the deadline specified in section 1.9, Timeline of Events, of the ITN.

B. Completion.

All forms requiring signature may be completed by the Respondent using either electronic or wet-ink signature.

FORM 1

Confidentiality Agreement This Confidentiality Agreement (this “Agreement”), effective as of the date signed below (“Effective Date”), is entered between the Florida Department of Management Services (“Department”), located at 4050 Esplanade Way, Tallahassee, Florida 32399-0950; and [Insert Party Name] (“Recipient”), located at [Insert Address of Party], each a “Party” and, collectively, the “Parties.”

1. In connection with the Advanced Threat Response and Intelligence System Invitation to Negotiate ITN NO: DMS-24/25-257 (the “Purpose”), the Department may disclose Confidential Information (as defined below) to the Recipient. Recipient shall use the Confidential Information solely for the Purpose and, subject to Section 3, shall not disclose such Confidential Information other than to its affiliates authorized in writing by the Department or Recipient’s employees or officers (collectively, “Representatives”) who: (a) need access to such Confidential Information for the Purpose; (b) are informed of its confidential nature; and (c) have been advised of the terms of this Agreement and have signed the attached Confidentiality Acknowledgment (“Acknowledgment”) prior to receiving Confidential Information. A list of such Representatives in receipt of Confidential Information shall be made available to the Department upon request. Recipient shall use at least the same degree of care to avoid disclosure or unauthorized use of the Confidential Information as the Recipient uses to protect its own confidential information, but in no event less than a commercially reasonable degree of care. Recipient will be responsible for any breach of this Agreement caused by its Representatives.

2. “Confidential Information” means (a) proprietary information (including, without limitation, proprietary information relating to system configurations, architecture, security, technology, know-how, formulas, calculations, methodologies, research, intellectual property, and trade secrets) that is appropriately marked as such at the time of disclosure; (b) information deemed confidential by separate agreement, if applicable; and (c) information that is exempt from public disclosure under Chapter 119, Florida Statutes, or any other Florida or federal law or constitutional provision, including sections 119.0715 and .0725, Florida Statutes, regarding trade secrets and cybersecurity, respectively. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is publicly known at the time of disclosure to the Recipient; (b) becomes publicly known through no fault of the Recipient subsequent to the time of disclosure; (c) is lawfully known by the Recipient without confidentiality obligation at the time of disclosure; (d) is obtained by Recipient or its Representatives on a non-confidential basis from a third-party that, to Recipient's knowledge, was not legally or contractually restricted from disclosing such information; (e) was in Recipient's or its Representatives' possession prior to the Department's disclosure hereunder and to Recipient’s or its Representatives’ knowledge, the information was not legally or contractually restricted from being disclosed at the time of receipt of the information; or (f) was or is independently developed by Recipient or its Representatives without using any Confidential Information.

3. Recipient will strictly access, use, disclose, and disseminate Confidential Information only to advance the Purpose, and will not disclose or disseminate Confidential Information to third parties unless they are: (a) permitted to do so under this Agreement; (b) legally required to do so; or (c) directed to do so by the Department.

4. If a Recipient, or any of its Representatives, receives a subpoena, public records request, or otherwise to disclose any Confidential Information, the Recipient shall notify the Department immediately or as soon as practicable and prior to disclosing such Confidential Information so that the Department may take legal action, at the Department's expense, to ensure appropriate protection of such Confidential Information. If Recipient, or any of its Representatives, are required by a court order to disclose any Confidential Information, the Recipient shall notify the Department immediately or as soon as practicable of the order and the requirements for disclosure so that the Department may take legal action, at the Department’s expense, to ensure appropriate protection of such Confidential Information.

5. The Recipient must either return or destroy the Confidential Information as follows:

a. Upon the Department’s request at any time prior to the deadline for submission of the Technical Reply;

b. The day after the deadline for submission of the Technical Reply if the Recipient does not submit a Technical Reply in response to the ITN; or

c. Within five (5) business days following the Department’s posting of its intent to award a contract(s) unless a legal proceeding challenging such intent is filed within five (5) business days, in which case the Recipient must either return or destroy the Confidential Information upon the conclusion of any and all legal proceedings, including a protest of the intent to award.

6. Recipient shall either return to the Department in a format acceptable to the Department or destroy all Confidential Information in its and its Representatives’ possession and provide a statement to the Department certifying such; provided, however, that Recipient may retain copies of Confidential Information that are stored on Recipient’s information technology backup and disaster recovery systems until the ordinary course of deletion thereof or are otherwise required to retain pursuant to public records retention requirements. Recipient shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information.

7. The Department retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to Recipient or any other person.

8. The inadvertent or unintentional disclosure of Confidential Information will not be deemed a waiver in whole or in part of any Party’s designation or claim of Confidential Information, either as to the specific information disclosed or as to any other information relating to the same or related subject matter. Such inadvertent or unintentional disclosure may be rectified by providing written notification as soon as practicable to the Recipient to whom the Confidential Information was disclosed that Disclosing Party desires to designate the information as Confidential. Such notification will constitute a designation of the information as Confidential.

9. Recipient is responsible for immediately reporting any potentially improper access, use, disclosure, or dissemination of Confidential Information they are made aware of to the Department.

10. The Parties shall:

a. Securely transfer files and data.

b. Cooperate to the extent required for the Purpose and in resolving all technical matters relating to information exchange.

11. The Recipient shall require that their Representatives sign the attached Acknowledgment prior to receiving access to Confidential Information.

12. This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of Florida, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the federal or state courts located in Leon County. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

13. This Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by the Parties. In the event of a conflict, this Agreement shall take precedence.

IN WITNESS WHEREOF, the Recipient has executed this Agreement as of the Effective Date hereof.

[Party Name]

By_____________________ Name:

Title:

FORM 1.1

CONFIDENTIALITY ACKNOWLEDGEMENT

I, the undersigned, acknowledge that my duties and responsibilities in connection with the Purpose, as a Representative of [Insert Party Name] (“Recipient”), are likely to result in, or have resulted in, the disclosure to me of Confidential Information, as these terms are defined in the Confidentiality Agreement between the Florida Department of Management Services (“Department”) and the Recipient (“Agreement”), attached and incorporated herein.

REQUIREMENTS: I agree that, in exchange for access to Confidential Information, I will be bound by, fully comply with, and aid the Recipient in complying with, the terms of the Agreement.

ACKNOWLEDGMENTS: I understand and acknowledge the following:

A. Improperly disclosing or disseminating Confidential Information that is exempt or confidential and exempt from public disclosure under chapter 119, Florida Statutes, or other Florida or federal law or constitutional provision, could result in disciplinary action, fines, and criminal prosecution.

B. My obligations under this Acknowledgment constitute conditions of my employment and authorization to work on the Purpose, and violation of the terms of this Acknowledgment may result in termination of employment or rescission of authorization to work on the Purpose.

C. The duration of this Acknowledgment and the prohibitions contained herein are perpetual, meaning that my obligations shall continue even if I am no longer associated with the Purpose or a Recipient.

READ, UNDERSTOOD, AND AGREED TO BY THE FOLLOWING REPRESENTATIVE:

Representative’s Printed Name

FORM 2

CONTACT INFORMATION

Respondent’s Name: ______________________________________________

Respondent’s FEID #: _____________________________________________

Respondent’s main point of contact for purposes of the Respondent’s Reply to the ITN:

Name:

Title:

Address:

Telephone:

Fax:

E-mail:

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

4050 Esplanade Way Tallahassee, FL 32399-0950

Ron DeSantis, Governor Pedro Allende, Secretary

Attachment A – Forms ITN No.: DMS-24/25-257 Page 11 of 30 Advanced Threat Response and Intelligence System (“ATRIS”)

FORM 3

NOTICE OF CONFLICT OF INTEREST

Respondent (Vendor) Name: ______________________________________________

For the purpose of participating in the solicitation process and complying with the provisions of Chapter 112, F.S., the company states the following conflict(s) of interest exists as noted below (if none, write N/A in the applicable section(s) below):

The persons listed below are corporate officers, directors, or agents of the Respondent and are also currently employees of the State or one of its agencies:

The persons listed below are current employees of the State or one of its agencies who own an interest of five percent (5%) or more in the Respondent:

Signature of Respondent’s Authorized Representative

Authorized Representative’s Printed Name

Date

FORM 4

STATEMENT OF NO PRIOR DISQUALIFYING INVOLVEMENT

I, as an authorized representative of the Respondent, certify that nothing in section 287.057(19)(c), F.S., (below), prohibits the Respondent’s entry into any Contract resulting from this solicitation.

287.057 Procurement of commodities or contractual services. — (19)(c) A person who receives a contract that has not been procured pursuant to subsections (1)-(3) [of s. 287.057, F.S.] to perform a feasibility study of the potential implementation of a subsequent contract, who participates in the drafting of a solicitation or who develops a program for future implementation, is not eligible to contract with the agency for any other contracts dealing with that specific subject matter, and any firm in which such person has any interest is not eligible to receive such contract. However, this prohibition does not prevent a Respondent who responds to a request for information from being eligible to contract with an agency.

Respondent (Vendor) Name

Signature of Respondent’s Authorized Representative

Authorized Representative’s Printed Name

Date

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FORM 5

MANDATORY RESPONSIVENESS REQUIREMENTS

Regardless of the dollar value of the goods or services provided, in accordance with the requirements of section 287.135(5), F.S., the Respondent certifies it is not participating in a boycott of Israel and is not on the State Board of Administration’s “Quarterly List of Scrutinized Companies that Boycott Israel,” available at https://www.sbafla.com/governance/global-governance-mandates/

The Respondent certifies it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (collectively, “Scrutinized List of Prohibited Companies”); does not have business operations in Cuba or Syria; and is not on the State Board of Administration’s “Scrutinized List of Prohibited Companies” available under the quarterly reports section at https://www.sbafla.com/reporting/

The Respondent certifies it is not on the Suspended Vendor List; it and its suppliers, subcontractors, or consultants to be utilized under the contract are not on the Convicted Vendor, Discriminatory Vendor, or Antitrust Violator Vendor Lists; if the contract is for the provision of commodities, the Respondent, and any entity under the control of the Respondent, has not been placed on the Forced Vendor List within the past 365 days or, if placed on the Forced Vendor List, has been removed pursuant to section 287.1346(5)(d), F.S.; and 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 vendor’s ability to satisfy the contract obligations.

The Respondent is hereby informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), 287.1346, and 287.137(2)(a), F.S., that identify the impacts to the Respondent’s ability or its affiliates’ ability to respond to the competitive solicitations of a public entity; to be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity; or to transact business with a public entity if it, or its affiliates, are placed on the Convicted Vendor, Discriminatory Vendor, Forced Labor List, or Antitrust Violator Vendor Lists of the Department of Management Services. The vendor is hereby further informed of the provisions of section 287.1351, F.S., that identify the impacts to the vendor’s ability to enter into or renew a contract with an agency, as defined in section 287.012, F.S., if it is placed on the Suspended Vendor List of the Department of Management Services.

The Respondent certifies it is not prohibited from entering into the contract pursuant to section 287.138, F.S., and has completed the Form PUR 1355, attached it hereto as Form 6.

The Respondent certifies that it is registered with, and uses, the E-Verify system for all newly hired employees in accordance with section 448.095, F.S.; and has not, within the last year, had a contract terminated under section 448.095(5)(c), F.S., by a public employer, contractor, or subcontractor, as defined by section 448.095(1), F.S.

The Respondent certifies it is in compliance with all applicable disclosure requirements set forth in section 286.101, F.S., and has not been deemed ineligible for a grant or contract funded by a state agency pursuant to section 286.101(7), F.S.

If the contract is for the provision of commodities, in accordance with section 287.1346, F.S., the Respondent certifies it has completed the Form 8 – Provision of Commodities Produced by Forced Labor, signed by member of the Respondent’s senior management certifying that to the best of their knowledge the commodities Respondent is offering have not been produced, in whole or in part, by forced labor.

Signature below certifies that the signatory has the authority to respond to this solicitation on the Respondent’ behalf and certifies conformance with all Responsiveness Requirements listed above. Signature below further certifies acknowledgment of the Respondent’s ongoing duty to provide updates to the Procurement Officer should a change in Respondent’s circumstances render these certifications no longer true.

Respondent’s Name

Signature of Respondent’s Authorized Representative

Authorized Representative’s Printed Name

Date

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FORM 6

FOREIGN COUNTRY OF CONCERN ATTESTATION

(PUR 1355)

This form must be completed by an officer or representative of an entity submitting a bid, proposal, or reply to, or entering into, renewing, or extending, a contract with a Governmental Entity which would grant the entity access to an individual’s Personal Identifying Information. Capitalized terms used herein have the definitions ascribed in Rule 60A-1.020, F.A.C.

___[Respondent Name]_______ is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity.

Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true.

Printed Name: __________________________

Title: _________________________________

Signature: ______________________________ Date: __________________

FORM 7

USE OF COERCION FOR LABOR AND SERVICES

Pursuant to section 787.06(13), Florida Statutes, this affidavit must be completed by an officer or representative of the nongovernmental entity executing, renewing, or extending a contract with a governmental entity.

The entity named below does not use coercion for labor or services as defined in section 787.06, Florida Statutes.

Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true.

Entity Name:

Representative/Officer’s Printed Name:

Representative/Officer’s Title:

Signature: Date:

FORM 8

PROVISION OF COMMODITIES PRODUCED BY FORCED LABOR

Pursuant to section 287.1346(4)(b), Florida Statutes, this written certification must be completed by a member of the company’s senior management, as defined in section 287.1346, F.S., when the company submits a response to a solicitation for the provision of commodities and before the company enters into or renews a contract for the provision of commodities.

I certify that to the best of my knowledge, the commodities offered to the Department by the entity named below have not been produced, in whole or in part, by forced labor.

Entity Name:

Senior Management’s Printed Name:

Senior Management member’s Title:

Signature: Date:

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