Palo Alto Executed Final.pdf

NASPO ValuePoint

PARTICIPATING ADDENDUM

DATA COMMUNICATION PRODUCTS &

SERVICES (2019-2026)

Led by the State of Utah

Master Agreement #: AR3229 Contractor: Palo Alto Networks, Inc. (Contractor) Participating Entity: State of Florida, Department of Management Services (Department) Agreement No. 43220000-NASPO-19-ACS

1. Scope: This addendum covers the NASPO ValuePoint Master Agreement for Data Communications Products and Services led by the State of Utah (Lead State) for use by Agencies, as defined in section 287.012, Florida Statutes, and authorized by section 287.042(16), Florida Statutes. For purposes of this Participating Addendum, the Department and Palo Alto Networks, Inc., are collectively referred to herein as the “Parties.”

2. Alternate Contract Source Agreement (ACS): ACS refers to this Participating Addendum, Exhibit A: Additional Special Contract Conditions, Exhibit B: Special Contract Conditions, and the Master Agreement and all attachments.

3. Order of Precedence: All terms and conditions contained in the ACS are incorporated as if fully set forth herein and shall remain in full force and effect throughout the term of the ACS unless modified in writing by the parties.

This Participating Addendum and Exhibit A: Additional Special Contract Conditions may only be modified or amended upon mutual written agreement by the Parties. If amendments are made to the Master Agreement, the Contractor shall: 1) notify the Department of such amendments; and 2) provided the Department is amenable to incorporating the amendments into the ACS, enter into a written amendment with the Department reflecting the addition of such amendments.

In the event of conflict, the following order of priority governs:

a) This Participating Addendum and all Amendments;

b) Exhibit A: State of Florida Additional Special Contract Conditions;

c) Exhibit B: State of Florida Special Contract Conditions;

d) Attachment A: NASPO ValuePoint Master Agreement Terms & Conditions;

e) Attachment B: Scope of Services Awarded to Contractor

f) Attachment C: Pricing Discounts and Value-Added Services

g) An Order issued against the Master Agreement;

h) Attachment D: Service Offering EULAs, SLAs

i) The Solicitation, SK18001 (Request for Proposals), Data Communications Products and

Services;

DATA COMMUNICATION PRODUCTS &

SERVICES (2019-2026)

Led by the State of Utah

j) The Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and

4. Term of the Participating Addendum:

a) Initial Term: The initial term of this Participating Addendum will become effective on the last date the document is signed by all Parties, whichever is later, and shall be effective through September 30, 2024, unless terminated earlier, in accordance with Exhibit A:

Additional Special Contract Conditions or Exhibit B: Special Contract Conditions.

b) 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 term, conditions, and modifications set forth in this Participating Addendum. The Contractor and the Department may negotiate renewal term pricing, which shall not exceed the pricing provided during the initial term as set forth in the Master Agreement.

5. Product and Service Offering: The Contractor is authorized to provide the Products listed below:

Routers, Switches, Security, and Storage Networking

6. Master Price Agreement Number: All purchase orders issued by agencies within the jurisdiction of this Participating Addendum shall include the NASPO ValuePoint Master Agreement number: AR3229

7. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors):

DATA COMMUNICATION PRODUCTS &

SERVICES (2019-2026)

Led by the State of Utah

Contractor Name: Regina Acheampong Address: 3000 Tannery Way Clara CA 95054 Telephone: 240-338-0129 Email: racheampon@paloaltonetworks.com

State of Florida Name: Christia Nunnery Address: 4050 Esplanade Way, Tallahassee Florida 32399 Telephone: 850-488-8367 Email: Christia.nunnery@dms.myflorida.com

Participating State or Entity must check one of the boxes below. These modifications or additions apply only to actions and relationships within the State of Florida. A Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to its contractual relationship with the Contractor under the Terms and Conditions of the State of Utah NASPO ValuePoint Master Agreement.

[ ] No changes to the terms and conditions of the Master Agreement are required.

[ X ] The following changes are modifying or supplementing the Master Agreement terms and conditions:

Exhibit A – Additional Special Contract Conditions Exhibit B – Special Contract Conditions

ADDITIONAL SPECIAL CONTRACT CONDITIONS

Exhibit A

The following changes are modifying or supplementing the Master Agreement and ACS terms and conditions. These modifications or additions apply only to actions and relationships within the

ACS.

Upon execution of the ACS, Customers may purchase products and services under contract using the State of Florida Alternate Contract Source Number 43220000-NASPO-19-ACS.

A. Vendor Registration: In order to complete any transaction between an Individual Customer and the Contractor, the Contractor must be registered in MyFloridaMarketPlace.

B. Purchases: In order to procure products and services hereunder, Customers shall issue purchase orders or use a purchasing card which shall reference Florida Alternate Contract Source Number 4322000-NASPO-19-ACS. Customers are responsible for reviewing the terms and conditions of this ACS including all Exhibits.

C. Additional Customer Terms: If any additional ordinance, rule, or other local governmental authority requires additional contract language before a Customer can make a purchase under this ACS, the Customer is responsible for entering a separate agreement with the Contractor and capturing that additional contract language therein.

D. The State of Florida’s performance and obligation to pay under this ACS is contingent upon an annual appropriation by the Legislature. The vendor shall comply with section 11.062, Florida Statutes and section 216.347, Florida Statutes, prohibiting use of funds to lobby the Legislature, Judicial, or state agencies.

E. Product and Service Offerings: The Contractor is authorized to provide Products as referenced in Section 5 of the Participating Addendum (PA). Any Product Offerings not listed are not approved.

F. Employment Eligibility Verification: The language of subsection 13.2 of the Special Contract Conditions regarding E-Verify shall apply to resellers as well as other subcontractors.

Contract No. 43220000-NASPO-19-ACS Data Communication Products and Services

G. Price List/Preferred Price: The Contractor’s price list will be the same as the NASPO ValuePoint price list, and the Department will post a link on the Department’s website to the price list posted on the NASPO ValuePoint website. Contractors are encouraged to provide special pricing and/or tiered discount rates applicable to State of Florida Customers wherever possible.

H. Orders: Any Order placed by a Customer for a Product and/or Service available under the Master Agreement shall be deemed to be a sale under and governed by the terms and conditions of the ACS. To the extent the Customer and the Contractor agree on additional terms, the terms will be documented on the Customer Order, signed by both parties, and integrated into the ACS order of precedence as reflected on the Participating Addendum.

I. 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:

a. 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 transaction set can be used for invoicing via the Ariba Network (AN) for catalog and non-catalog goods and services.

b. PO Flip via AN The 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.

For the purposes of this section, 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 the system the information outlined above. 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 the system 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.

J. Product Installation & Invoicing: Contractor will provide timely billing and Customer will notify Contractor, in writing, of any billing concern. In order for Contractor to generate accurate service invoices, Purchasing Entities shall provide meter reads within the Contractor(s) requested timeframe.

K. Contract Reporting: The Contractor shall report information on orders received from Customers associated with the ACS.

The Contractor shall submit reports in accordance with the following schedule:

Report Period Covered Due Dates MFMP Transaction Report Calendar month 15th calendar day after the end of the reporting period.

Contract Quarterly Sales Report

State’s Fiscal Quarter

30 calendar days after close of the period

No favorable action will be considered for any contractor who has outstanding Contract Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation, to include fees / monies, that is required under the ACS.

a. Contract Quarterly Sales Report: The Contractor agrees to submit a Quarterly Sales Report to the Department’s Contract Manager within 30 calendar days after the close of each State Fiscal quarter.

Quarterly reporting timeframes coincide with the State Fiscal Year as follows:

Quarterly reporting requirements begin the date of ACS execution. Reports must be submitted in MS Excel format and can be retrieved by accessing the following link at https://www.dms.myflorida.com/business_operations/state_purchasing/vendor_reso urces/quarterly_sales_report_format. The report will include all sales (orders) from Customers received (associated with this ACS) during the period. Initiation and submission of the Quarterly 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, this ACS may be terminated for convenience or the Department may choose to not renew the ACS.

In addition, the Department may require additional sales information such as copies of purchase orders, or ad hoc sales reports. The Contractor shall submit these specific ad hoc requests within the specified amount of time as requested by the Department.

b. MFMP Transaction Fee Report: The Contractor is required to submit monthly Transaction Fee Reports in the Department’s electronic format. Reports are due 15 calendar days after the end of the reporting period. For information on how to submit Transaction Fee Reports online, please reference the detailed fee reporting instructions and Vendor training presentations available online at the Transaction

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

Fee Reporting and Vendor Training subsections under Vendor on the MFMP website: MFMP Transaction Fee and Reporting. Assistance is also available with the Transaction Fee Reporting System from the MFMP Customer Service Desk by email at feeprocessing@myfloridamarketplace.com or telephone 866-FLA-EPRO (866- 352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time.

L. Ad hoc Reports: The Department reserves the right to require additional reports or information pertaining to this ACS and any resulting purchase orders or contracts with customers. The Contractor must submit a report or information within five (5) business days after receipt of a Department request, unless otherwise approved by the Department.

M. Financial Consequences: The following financial consequences will be assessed for nonperformance of the Quarterly Sales Report and Monthly Transaction Fee Report requirements. The State reserves the right to withhold payment or implement other appropriate remedies, such as contract termination or nonrenewal. These consequences for non-performance are not to be considered penalties.

Performance Metrics Description

Performance Target

Frequency

Financial Consequence for Non- Performance

(Per Day Late) Quarterly Sales Report Submission

Quarterly Sales Report are due on or before the 30th calendar day after close of a quarter.

100% Quarterly $250

MFMP Transaction Fee Report

Transaction Fee Report are due on or before the 15th calendar day after close of the period.

100% Monthly $100

The financial consequences will be paid via check or money order and made out to the Department of Management Services in US 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 quarter thereafter. These consequences of non-performance shall not be considered penalties.

N. Business Review Meetings: The Department reserves the right to schedule business review meetings as frequently as necessary. The Participating State will provide the format for the Contractor's agenda. Prior to the meeting, the Contractor shall submit the completed agenda to the Participating State/Entity for review and acceptance. The Contractor shall address the agenda items and any of the Participating State’s additional concerns at the meeting. At minimum, the parties shall meet to discuss:

a. Program compliance

b. Program trending review

c. Savings report: Hard dollar and soft dollar

d. Spend report

e. Subcontractor and contingent staff performance

f. Recommendations for improved compliance and performance

Failure to comply with this section may result in the Contractor being found in default and PA termination.

O. Resellers/Partners: The Contractor may use resellers/partners in order to provide equipment and services. All resellers/partners shall be the direct responsibility of the Contractor. The Contractor is responsible for all liability, terms, and conditions within the ACS and the Customer Order. The Contractors resellers/partners’ participation will be in accordance with the terms and conditions set forth in the ACS and the Customer Order. If a reseller/partner is authorized to conduct business on behalf of the Contractor and the reseller/partner is to receive compensation from the Contractor for its services, then any dispute between the Contractor and the reseller/partner shall be resolved between the Contractor and the reseller/partner. The State of Florida is not a party to any agreement entered into between the Contractor and its resellers/partners.

The Contractor shall be responsible to report all contract sales (and pay any associated MFMP transaction fees), including those of any such resellers/partners and shall ensure that all such resellers/partners meet the following requirements:

Have an active registration with the Florida Department of State, Division of Corporations (www.sunbiz.org)

Registered in the MFMP Vendor Information Portal (https://vendor.myfloridamarketplace.com)

Not be on the State of Florida’s Convicted, Suspended, or Discriminatory lists http://www.dms.myflorida.com/business_operations/State_purchasing/vendor_inf ormation/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.myfloridacfo.com)

P. All licenses obtained under this ACS shall be transferable to the extent necessary for any Customer reorganization under section 20.06, Florida Statutes.

Q. The following sections of Exhibit B, Special Contract Conditions are hereby deleted, modified, or superseded with the following:

1. Exhibit B, Special Contract Conditions, Section 2.2, Renewal, is hereby deleted in its entirety and replaced with the following:

2.2 Renewal.

Upon written agreement, the Department and 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(14), F.S

2. Exhibit B, Special Contract Conditions, Section 3.2.2 Preferred Pricing, is hereby deleted in its entirety.

3. Exhibit B, Special Contract Conditions, Section 3.7, Transaction Fees, is hereby deleted in its entirety and replaced with the following:

3.7 Transaction Fee

The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(24), 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.

4. Exhibit B, Special Contract Conditions, Section 5.1, Conduct of Business, is hereby deleted in its entirety and replaced with the following:

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.

Nothing contained within this Contract shall be construed to prohibit the Contractor from disclosing information relevant to performance of the Contract or purchase order to members or staff of the Florida Senate or Florida House of Representatives.

Pursuant to section 287.057(26), F.S., the Contractor shall ensure a representative will be available to team members of the continuing oversight team.

5. Exhibit B, Special Contract Conditions, Section 5.4, Suspended, Convicted, and Discriminatory Vendor Lists, is hereby deleted in its entirety and replaced with the following:

5.4 Convicted, Discriminatory, Antitrust Violator, and Suspended Vendor Lists.

In accordance with sections 287.133, 287.134, and 287.137, F.S., the Contractor is hereby informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S. For purposes of this Contract, a person or affiliate who is on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator 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, the Discriminatory Vendor List, or the Antitrust Violator Vendor List during the term of the Contract.

In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List may not enter into or renew a contract to provide any goods or services to an agency after its placement on the Suspended Vendor List.

A firm or individual placed on the Suspended Vendor List pursuant to section 287.1351, F.S., the Convicted Vendor List pursuant to section 287.133, F.S., the Antitrust Violator Vendor List pursuant to section 287.137, F.S., or the Discriminatory Vendor List pursuant to section 287.134, F.S., is immediately disqualified from Contract eligibility.

6. Exhibit B, Special Contract Conditions, Section 5.6, Cooperation with Inspector General and Records Retention, is hereby deleted in its entirety and replaced with the following:

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. 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 or termination 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.

7. Exhibit B, Special Contract Conditions, Section 6.7 Time is of the Essence, is hereby deleted in its entirety and replaced with the following:

6.7 Time is of the Essence

Time is of the essence regarding every obligation of the Contractor under the Contract.

8. Exhibit B, Special Contract Conditions, Section 7.4 Performance Bond, is hereby deleted in its entirety.

9. Exhibit B, Special Contract Conditions, Section 7.5 Indemnification, is hereby superseded in its entirety with Section 39, Paragraph (a)(b) of the Master Agreement.

10. Exhibit B, Special Contract Conditions, Section 7.6 Limitation of Liability, is hereby deleted in its entirety and replaced with the following:

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. Contractor’s liability shall be limited as per the Master NASPO Contract AR 3229.

11. Exhibit B, Special Contract Conditions, Section 6.7 Time is of the Essence, is hereby deleted in its entirety and replaced with the following:

12. Exhibit B, Special Contract Conditions, Section 8.1.1 Termination of Contract, is hereby deleted in its entirety and replaced with the following:

8.1.1 Termination of Contract.

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 unless the records are exempt from s. 24(a) of Art. I of the State Constitution and section 119.071(1), F.S.

13. Exhibit B, Special Contract Conditions, Section 8.1.2 Statutory Notice, is hereby deleted in its entirety and replaced with the following:

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 DEPARTMENT’S

CONTRACT MANAGER LISTED IN SECTION 4.3 OF THE SPECIAL

CONTRACT CONDITIONS.

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.

14. Exhibit B, Special Contract Conditions, Section 8.4 Intellectual Property, is hereby deleted in its entirety and replaced with the following:

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.

8.4.4 Specifically Addressed Terms

Notwithstanding the foregoing, it is understood and agreed that the Contractor will not develop custom deliverables for the Department or Customer, unless otherwise explicitly agreed to in a Customer's statement of work, and that nothing in this Contract shall be construed as works for hire or granting the Department or the State of Florida any intellectual property rights, except those contained specifically in this section.

Contractor and its suppliers retain all rights to Contractor’s and its suppliers’ intellectual and intangible property relating to the products, deliverables or services provided by Contractor under this contract and developed as a result of the function of those products, deliverables or services, including, but not limited to, copyrights, patents, trade secret rights, and trademarks and any other intellectual property rights therein, unless otherwise indicated in an order associated with this Contract. Neither the Department nor Customers shall delete or alter the copyright, trademark, or other proprietary rights notices or markings that appear on any product. To the extent the Department or a Customer provides any suggestions or comments related to the products, deliverables or services provided by Contractor under this Contract, Contractor shall have the right to retain and use any such suggestions or comments in current or future products or subscriptions, without the Department’s or Customer’s approval or compensation to the Department or Customer.

For any deliverable created or developed by the Contractor specifically for the Department or for a Customer based off of Department or Customer's specific environment explicitly agreed to in a Customer's statement of work as part of Contractor’s services under the Contract, the State of Florida shall be the owner of all intellectual property rights associated with such deliverable. All other property used or provided by Contractor in connection with the services under the Contract shall remain the sole and exclusive property of Contractor.

To the extent anything developed by Contractor’s offerings includes state of Florida data, the Department or the Customer retains all ownership and intellectual property rights in and to its Confidential Information and all data provided by the Department or the Customer. Notwithstanding the foregoing, and for the avoidance of doubt, Contractor may, upon agreement from the Customer, utilize Department or Customer de-identified data provided to Contractor through the use of its offerings to the extent that it is necessary to continue to operate, adapt and improve Contractor’s current security offerings. Such use shall not in any manner identify either the Department or the Customer, or the identity of any individual to any third party and will be used strictly for product operation and improvement purposes.

15. Exhibit B, Special Contract Conditions, Section 9 Data Security, is hereby deleted in its entirety and replaced with the following language:

9 Data Security 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. Contractor and its subcontractors cannot, unless appropriate configuration decisions and elections are made by the Customer, guarantee that all of its products and services will be performed inside the United States, and cannot guarantee that State of Florida Data will only be accessed within the United States.

Contractor will provide the Department and Customers with the most accurate and current information about which of services and products available under this Contract are not limited to being performed inside the United States and/or may require State of Florida Data to be sent, transmitted, or accessed outside of the United States. When Contractor provides cloud computing, as defined in Rule 60GG-4.002(4)(b), F.A.C., Contractor agrees to cooperate with the Customer and perform all actions necessary to assist with all tasks in furtherance of the Customer’s efforts to comply with the obligations under Rule 60GG-4, F.A.C., as applicable.

In the event of a security breach involving State of Florida data, the Contractor shall give notice to the Customer and the Department within forty-eight (48) hours of Security breach. “Security breach” for purposes of this section will refer to a confirmed event that compromises the confidentiality, integrity, or availability of the State of Florida’s 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. In the event of a breach, the Department reserves the right in its sole discretion to audit Contractor’s findings and produce an independent report, and the Contractor will fully cooperate with the third-party. The audit may be performed by the Department or a third-party auditor mutually acceptable to the parties solely at the Department's expense.

The third-party auditor may not be a competitor of Contractor or derive a substantial portion of its revenues from the provision of services that are substantially similar to those being provided under the Contract, or the affiliates of such entity.

The Contractor shall cooperate in good faith with the third-party audit, which shall take place on the specific start date agreed to by the Parties, occur during normal working hours, and be performed in accordance with the Contractor’s facility access procedures where facility access is required. Release statements shall not be required for the Department or its designee to conduct such audits. The scope, timing, duration, and location of the audit will be jointly determined by the Parties based upon the actual services/environments related to the Security Breach that impacted the State of Florida's data being audited, and such approval shall not be unreasonably withheld.

In the event the audit reveals information the Contractor deems confidential or exempt under Chapter 119, F.S., the Contractor may provide the Department with a redacted and unredacted copy of the requested information. The auditor providing assistance may be asked to execute a non-disclosure agreement with Contractor that conforms with applicable statutory requirements including, but not limited to, Chapter 119, F.S. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information.

16. Exhibit B, Special Contract Conditions, Section 11.2.1, Proposal of Corrective Action Plan, is hereby deleted in its entirety and replaced with the following language:

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 timeframe agreed to by the Parties. 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.

17. Exhibit B, Special Contract Conditions, Section 11.3.1 Notification, is hereby deleted in its entirety and replaced with the following language:

11.3.1 Notification

The Contractor will notify the Department or Customer as promptly as possible 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.

18. Exhibit B, Special Contract Conditions, Section 11.4, Force Majeure, Notice of Delay, and No Damages for Delay, is hereby deleted in its entirety and replaced with the following language:

11.4 Force Majeure, Notice of Delay, and No Damages for Delay 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 as promptly as possible 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 as promptly as possible 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.

19. Exhibit B, Special Contract Conditions, Section 12.1, Performance or Compliance Audits, is hereby deleted in its entirety and replaced with the following language:

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, the State of Florida’s Chief Financial Officer, and the Office of the Auditor General shall also have authority to perform audits and inspections.

20. Exhibit B, Special Contract Conditions, Section 13.1, Background Check, is hereby deleted in its entirety and replaced with the following language:

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. The Contractor shall, upon receiving notice of the arrest of any individual in its employ that is working directly on services related to this contract, provide such notice as is allowable under applicable law within a commercially reasonable amount of time, but in no event to exceed forty-eight (48) business hours.

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.

21. Exhibit B, Special Contract Conditions, Section 13.2, E-Verify, is hereby deleted in its entirety and replaced with the following language:

13.2 Employment Eligibility Verification.

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, 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. In order to implement this provision, the Contractor shall provide a copy of its DHS Memorandum of Understanding (MOU) to the Department’s Contract Manager within five (5) 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 be eligible for award of a public contract for at least one (1) 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 448.09(1), F.S.

22. Exhibit B, Special Contract Conditions, Section 13.4, Confidentiality, is hereby deleted in its entirety and replaced with the following language:

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. Notwithstanding the foregoing, and for the avoidance of doubt, the Contractor may, upon agreement from the Customer, grant to

Contractor the right, to the extent permitted by applicable law, to process and retain de-identified data, including State of Florida Data, shared as a result of the use of products or services secured under the Contract, related to a security event, for the legitimate interest of operating, providing, maintaining, developing, and improving security technologies and services, including for purposes compatible with providing such services. Such use shall not in any manner identify either the Department or the Customer, or the identity of any individual to any third party and will be used strictly for product operation and improvement purposes.

R. The following section is hereby added to Exhibit B, Special Contract Conditions:

12.3 Document Inspection.

In accordance with section 216.1366, F.S., the Department is authorized to inspect the:

(a) financial records, papers, and documents of the Contractor that are directly related to the performance of the Contract or the expenditure of state funds; and (b) programmatic records, papers, and documents of the Contractor which the Department determines are necessary to monitor the performance of the Contract or to ensure that the terms of the Contract are being met. The Contractor shall provide such records, papers, and documents requested by the Department within 10 Business Days after the request is made.