ACQ1042_A8_fully_signed.pdf

Star Seven Six LTD ACQ1042, Amendment 8 Page 1 of 6

Version 7/23

SERVICENOW ON DEMAND SUBSCRIPTION LICENSING INVITATION TO BID CONTRACT

(ACQ1042)

AMENDMENT 8

This Amendment 8 to contract #ACQ1042 (the “Amendment”) is between the State of Ohio, Department of Administrative Services (the “State”) and Star Seven Six LTD (the “Contractor”). This Amendment changes the terms of Service Now On Demand Subscription Licensing (ACQ1042) (the “Contract”).

WHEREAS, the State and Contractor on June 26, 2020; and

WHEREAS, the State and Contractor determined that an amendment is necessary to address certain revisions to the Contractor.

NOW, THEREFORE, the Contract is amended as follows:

1. Add Exhibit A.8-FedRAMP USG Addendum for Non-Fed Entities, attached to this Amendment as

Exhibit 1 and incorporated as if fully rewritten herein, to the Contract.

2. Attachment 7, Cost Summary, of the Contract is deleted in its entirety and replaced with the following:

Cost Summary – August 2024

ServiceNow License SKU

Module Title Monthly License Fee

Annual License Fee Quantity Total Cost

PROD11353 ITSM Standard $32.49 $389.84 1 $389.84 PROD11355 ITSM Professional v2 – Upgraded $66.95 $803.40 25 $20,085.00 PROD00516 ITSA Core User –( Renewal Only ) $32.14 $385.68 1 $385.68 PROD00533 ITSA Unlimited w/ Platform Runtime-(

Renewal Only ) $45.69 $548.23 1 $548.23

PROD01723 ESM User-Fullfillers-( Renewal Only ) $90.31 $1,083.73 1 $1,083.73 PROD01162 Platform Runtime-( Renewal Only ) $15.04 $180.42 1 $180.42 PROD15203 Customer Service Management Standard v5 – Upgraded $59.79 $717.48 20 $14,349.60

PROD15204 Customer Service Management Professional v5 – Upgraded $107.63 $1,291.56 20 $25,831.20

PROD02224 ITBM Worker-( Renewal Only ) $12.75 $153.00 50 $7,650.00 PROD02225 ITBM Planner-( Renewal Only ) $31.88 $382.50 11 $4,207.50 PROD02226 ITBM Analyst $531.25 $6,374.96 1 $6,374.96 PROD02226 ITBM Analyst-( Renewal Only ) $531.25 $6,375.00 14 $89,250.00 PROD12011 ServiceNow® IT Business Management

Professional – ITBM User (Monthly) $59.79 $717.48 64 $45,918.72

PROD12015 ServiceNow® Application Portfolio Management – APM User (Monthly) $239.16 $2,869.92 19 $54,528.48

PROD01272 HR Service Management-( Renewal Only ) $2.15 $25.80 1 $25.80 PROD17309 ServiceNow Public Sector Digital Services

Professional w/ App Engine 100 $277.20 $3,326.40 1 $3,326.40

PROD17238 HR Service Delivery Enterprise – HR User v4 $15.75 $189.00 1 $189.00

PROD11370 Employee Document Management – Application v2 2.5% 30% 1

PROD19256 Workplace Service Delivery – Enterprise – Application User $11.80 $141.60 1 $141.60

Star Seven Six LTD ACQ1042, Amendment 8 Page 2 of 6

Additional User Types PROD13080 Business Stakeholder V2 – Upgraded $11.96 $143.52 50 $7,176.00 PROD15028 Business Stakeholder V3 – Upgraded $16.75 $201.00 50 $10,050.00 PROD00871 Time Card User $7.25 $87.03 1 $87.03 Security Operations PROD03313 SecOpsStandard (Incident Response) $2,684.21 $32,210.54 1 $32,210.54 PROD03319 Sec Ops Standard (Vulnerability

Response) $2,656.25 $31,875.04 1 $31,875.04

PROD03317 SecOps Standard – Tier 5 (IR-Incident Response) $0.10 $1.22 1 $1.22

PROD03324 SecOps Standard – Tier 5 (VR- Vulnerability Response) $0.10 $1.22 104000 $126,880.00

PROD12825 SecOps Enterprise – New $2.06 $24.72 400 $9,888.00 PROD20824 VR Standard $1.25 $15.00 1 $15.00 PROD20825 VR Professional $2.25 $27.00 1 $27.00 PROD20826 VR Enterprise $3.00 $36.00 1 $36.00 PROD20862 SPC Security Posture Control $4.00 $48.00 1 $48.00 PROD20860 SPC Pro $8.00 $96.00 1 $96.00 PROD20790 SIR Standard $2.50 $30.00 1 $30.00 PROD16744 SIR Professional $4.00 $48.00 1 $48.00 PROD16746 DLPIR – Data Loss Prevention $2.25 $27.00 1 $27.00 IT Operations Management PROD01032 Discovery $2.97 $35.62 1 $35.62 PROD01172 Event Management $4.84 $58.02 1 $58.02 PROD01171 Service Watch Mapping $6.77 $81.27 1 $81.27 PROD01173 Service Watch Insight $8.22 $98.65 1 $98.65 PROD01036 Orchestration Core $1.94 $23.26 1 $23.26 PROD01175 Cloud Management $6.28 $75.40 1 $75.40 PROD01176 ServiceWatch Suite $13.28 $159.36 6000 $956,160.00 PROD00460 Password Reset $0.25 $2.94 6000 $17,640.00 PROD11780 Password Reset-(Bulk – New) $1,850.00 $22,200.00 1 $22,200.00 PROD01169 Client Software Distribution $0.49 $5.88 1 $5.88 PROD00462 Software Asset Management Professional $0.65 $7.83 1 $7.83 PROD13772 ServiceNow® ITOM Discovery –

Subscription Unit $3.83 $45.90 1 $45.90

PROD12028 ServiceNow® IT Operations Management Visibility (Monthly) $5.74 $68.92 1 $68.92

PROD12025 ServiceNow® ITOM Operator Standard (Monthly $6.69 $80.30 1 $80.30

PROD12026 ServiceNow® ITOM Operator Professional (Monthly) $9.35 $112.25 1 $112.25

PROD12027 ServiceNow® ITOM Operator Enterprise (Monthly) $13.28 $159.37 1 $159.37

PROD18164 Procurement Service Management $225.00 $2,700.00 1 $2,700.00 PROD15033 Software Asset Management Pro $6.38 $76.56 1 $76.56

Star Seven Six LTD ACQ1042, Amendment 8 Page 3 of 6

PROD16047 Hardware Asset Management Pro $3.20 $38.40 1 $38.40 Integrated Risk Management

PROD14208 IRM Standard – Operator – New $47.84 $574.08 20 $11,481.60 PROD12490 IRM Professional – Operator – New $95.67 $1,148.04 20 $22,960.80 PROD12491 IRM Enterprise – Operator – New $143.50 $1,722.00 20 $34,440.00 PROD12023 Vendor Risk Management – Vendor – New $42.52 $510.24 100 $51,024.00 PROD13219 BCM Standard – Operator – New $95.67 $1,148.04 1 $1,148.04 PROD14201 BCM Professional – Operator – New $143.50 $1,722.00 1 $1,722.00 Add-On Products

PROD00535 Performance 3nalytics* 1.00% 12.00% 1 PROD01054 Edge Encryption* 1.83% 22.00% 1 PROD01031 Domain Separation* 2.25% 27.000% 1 PROD00827 Production Environment* $3,623.69 $43,484.31 1 $43,484.31 PROD00065 Non-Production Instance* $1,195.32 $14,343.81 1 $14,343.81 PROD13079 App Engine for ITSM – New 1.67% 20.00% 1 PROD13074 App Engine – New $79.73 $956.76 10 $9,567.60 PROD11418 Integration Hub Pro – New $3,720.24 $44,642.82 1 $44,642.82 PROD11482 Integration Hub Enterprise – New $8,857.72 $106,292.58 1 $106,292.58 PROD15179 ServiceNow® Learning Credit $0.99 $0.99 1 $0.99

Note: For items removed from the prevision version of Attachment 7, Cost Summary, from June 2024, any existing purchases of these items will continue to be provided under and governed by the terms and conditions of this Contract, but subsequent renewals may not be made under this Contract.

This Amendment shall become effective as of the date of the State’s signature and shall remain in full force and effect for the term of the Contract. Except as modified by this Amendment, all other terms, conditions and pricing of the Contract shall remain the same and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates appearing below.

STAR SEVEN SIX LTD STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

By: By:

Name: Name: Kathleen C. Madden

Title: Title: Director

Date: Date:

Bryan Barlow

Chief Operating Officer

8/20/2024

Star Seven Six LTD ACQ1042, Amendment 8 Page 4 of 6

Exhibit 1 Exhibit A.8 – FedRAMP USG Addendum for Non-Fed Entities

This Exhibit A.8 applies to any existing purchases of applicable products and services from the Contract.

As of the effective date of this Amendment 8, no additional cloud services may be purchased under this Contract.

FEDRAMP GOVERNMENT USE ADDENDUM FOR NONFEDERAL ENTITIES

This Government Use Addendum (“Addendum”) sets forth the requirements with which a USG Customer must comply to access or use the ServiceNow Government Community Cloud Service. The USG Customer identified below has purchase Subscription Service offerings under a separate agreement between USG Customer and an authorized ServiceNow reseller, wherein USG Customer has agreed that the use of the Subscription Service is subject to the: (1) U.S. Public Sector Subscription Terms of Use; (2) Customer Support Addendum, (3) Data Processing Addendum, and

(4) Data Security Addendum, as set forth on https://www.servicenow.com/upgrade-schedules.html) or as otherwise agreed to (collectively, the “Subscription Service Terms”). The Capitalized terms not defined herein shall have the meaning ascribed to them in the Subscription Service Terms.

USG Customer: ___State of Ohio Department of Administrative Service

The Federal Information Security Management Act of 2002 and the Federal Information Security Modernization Act 2014 (collectively “FISMA”) requires each government agency to develop, document, and implement programs to provide information security for the information and information systems that support the operations and assets of the agency. To address the needs of United States (“US”) Federal, State, Local and Tribal Governments along with regulated organizations that have a requirement to meet US Federal Government security standards (each a “USG Customer”), ServiceNow offers the ServiceNow Government Community Cloud (“GCC”) service (the “Government Cloud”). Any USG Customer organization other than US Federal Government entities or instrumentalities must contractually agree to the terms in this Addendum.

A Federal Risk Authorization Management Program (“FedRAMP”) accredited Third Party Assessment Organization performed a security control assessment of the Government Cloud at the FIPS 199 High impact level in accordance with OMB Circular A-130, NIST Special Publication (SP) 800-37, and the FedRAMP Security Authorization Process.

After review of the Authorization to Operate (“ATO”) package, the FedRAMP Joint Authorization Board (“JAB”) deemed the risk to government operations, data, and assets resulting from the operation of the information system to be acceptable, and accordingly issued ServiceNow an ATO for the Government Cloud for the benefit of USG Customers (the “Security Authorization”). The conditions for maintaining the Security Authorization to operate the Government Cloud require the physical and logical restriction of the storage of data to hardware dedicated exclusively to USG Customers. Further, Administrative Access to the Government Cloud must be restricted to individuals that are US Persons that have undergone a suitability check by USG Customer (“Approved Personnel”), and each USG Customer accessing or using the Government Cloud must comply with this Addendum. For purposes of this Addendum, Administrative Access is defined as USG Customer’s primary administrator(s) role within a ServiceNow instance, that has access to all system features, functions, and data, regardless of security constraints. Each USG Customer is responsible for performing its own risk analysis and monitoring the Customer Data that is processed by the Government Cloud. Any USG Customer may request copies of the information package describing the Security Authorization from ServiceNow or the FedRAMP Program Management Office (https://s3.amazonaws.com/sitesusa/wp-content/uploads/sites/482/2017/02/FedRAMP-Package-Request-Form_V5_03012017.pdf), which shall be treated as Confidential Information under the Agreement or disclosed pursuant to a non-disclosure agreement between ServiceNow and the USG Customer, as applicable.

1. USG CUSTOMER RESTRICTIONS. USG Customer shall: (a) restrict Administrative Access to the Government Cloud exclusively to Approved Personnel; (b) use the Government Cloud to only process its own Customer Data; (c) use a naming convention that conspicuously identifies the Government Cloud Subscription Service accessible to USG Customer to the exclusion of any other Subscription Service (e.g., agencytest, agencyprod, and partner-agencytest), or any naming convention recommended by ServiceNow; (d) operate instances in the Government Cloud that are discrete and separate from any and all instances of the Subscription Service accessible to USG Customer that are not included in the Government Cloud; (e) promptly notify ServiceNow by email to legalnotices@servicenow.com in the event that any of the terms of this Addendum are breached; (f) provide ServiceNow the contact information for a Chief Information Security Officer, or equivalent, designated by the USG Customer; (g) have and maintain an internal acceptable use policy and a plan to communicate such policy to its employees, contractors and agents as needed to ensure compliance; and (h) provide evidence of USG Customer’s compliance with this Addendum upon ServiceNow’s reasonable written request.

https://s3.amazonaws.com/sitesusa/wp-content/uploads/sites/482/2017/02/FedRAMP-Package-Request-Form_V5_03012017.pdf https://s3.amazonaws.com/sitesusa/wp-content/uploads/sites/482/2017/02/FedRAMP-Package-Request-Form_V5_03012017.pdf

Star Seven Six LTD ACQ1042, Amendment 8 Page 5 of 6

2. ASSISTANCE WITH COMPLIANCE. USG Customer acknowledges that ServiceNow may only retain the Security Authorization if each USG Customer successfully complies with the terms of this Addendum. USG Customer represents and warrants that it will comply with the terms of this Addendum, and has a requirement to comply with one or more of the below laws, regulations, rules, or data standards, as applicable, while operating in the Government Cloud.

• FISMA

• FedRAMP (up to FedRAMP High)

• Department of Defense Security Requirements Guide (up to DoD Impact Level 4)

• NIST SP 800-53

• OMB Circular A-130

• NIST SP 800-37

• International Traffic in Arms (ITAR)

• Covered Defense Information

• Controlled Unclassified Information (CUI)

• Department of Defense (DoD) Unclassified Controlled Nuclear Information (UCNI)

• Department of Energy (DoE) UCNI

• Criminal Justice Information (CJI)

• North American Electric Reliability Corporation (NERC) Critical Infrastructure Protection (CIP)

• Requirements imposed on organizations from U.S. Federal government agencies (i.e., Department of

Homeland Security, Department of the Treasury, Office of the Comptroller of the Currency, Centers for Medicare and Medicaid Services, etc.)

The parties agree that either party’s failure to comply with the terms of this Addendum constitutes a material breach of the Agreement.

Star Seven Six LTD ACQ1042, Amendment 8 Page 6 of 6

SUMMARY OF AMENDMENTS

Amendment Number

Effective Date Description

8 Pending Added Exhibit A.8 FedRAMP USG Addendum and updated the Cost Summary

7 7/08/2024 Updated the Cost Summary.

6 5/18/2023 Updated the Cost Summary and Contractor name.

5 10/3/2022 Updated the Cost Summary.

4 6/9/2022 Updated the Cost Summary.

3 1/13/2022 Updated the Cost Summary.

2 11/17/2021 Updated the Cost Summary.

1 3/26/2021 Added BAA to the contract.

SUMMARY OF AMENDMENTS