CN-700000-C3085.pdf

FDC Contract No. C3085

Contract

By and Between

Northwest Regional Data Center and

Florida Deprtment of Corrections

Contract # NWRM0306

DocuSign Envelope ID: 012A6564-B9A1-4E0C-B415-259438FE1956

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INTRODUCTION

1.1 Preamble

Northwest Regional Data Center, an auxiliary department of Florida State University governed per fl

Section 1004.649 Florida Statutes, {hereinafter referred to as NWRDC) was established in 1972 to provide centralized computing support to public entities in a utility mode operation. NWRDC is self-funded through customer charges based on each Customer's actual use of NWRDC resources. Routine �f charges are calculated and invoiced to the appropriate account on the basis of full recovery of operating expenses for each fiscal year. NWRDC is governed by a Policy Board comprised of representatives of the customer community. In accordance with Section 1001. 72, Florida Statutes, the Florida State University Board of Trustees, a public body corporate of the State of Florida, is the contracting authority that acts for and on behalf of the Florida State University and its auxiliary department NWRDC for this Agreement.

Florida Department of Corrections (hereinafter referred to as Customer) is a State of Florida Agency with offices at 501 South Calhoun Street, Tallahassee, FL 32399.

This Master Service Level Agreement describes and defines the responsibilities of NWRDC and Customer. This Agreement acts as a Service Level Agreement (SLA) and specifies service levels acceptable to NWRDC and Customer. No services beyond those specifically listed in this Agreement should be inferred (including disaster recovery, business continuity, etc.)

All specific services and billing will be contained as Change Orders to this Master Service Level Agreement.

NWRDC has a robust catalog of services available to Customer that may be added during the contract term via Change Order. NWRDC's Service Catalog can be viewed on our website at www.nwrdc.fsu.edu/servicecatalog.

1.2 Data Ownership

NWRDC is the caretaker and protector of Customer's data and in no instance does NWRDC assume ownership responsibilities over any of Customer's data. Customer is responsible for their own application software and the continuing support of that software, data and their customers.

1.3 Term and Termination

Term. This Agreement shall become effective on July 1, 2023 (the "Effective Date") and shall remain in effect until June 30, 2026. This Agreement may be renewed for up to two optional 1-year renewal terms as agreed to in writing by the Parties.

Termination.This Agreement may be terminated for cause by either party only after giving the other party written notice identifying the cause for termination and an opportunity for the other party to resolve the identified cause within a reasonable period. This Agreement may be terminated without cause by either party after providing at least 180 calendar days' written notice to the other party of its intent to terminate this Agreement.

1.4 Equipment Ownership

If NWRDC, as part of its necessary performance and service to Customer, has been required to purchase equipment, licenses and/or certificates as documented in either the Statement of Work (Attachment A) or an approved Change Order, Customer agrees to continue to be financially liable and

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responsible for the outstanding amount due for the equipment, the duration of the licenses and/or certificates, even though Customer has terminated the services of NWRDC.

Unless otherwise noted within this Agreement, all equipment, software, or other resources purchased by NWRDC in execution of this Agreement will remain the property of NWRDC upon the termination of the Agreement. Likewise, unless otherwise noted in this Agreement, all equipment, software, or other resources purchased by Customer in execution of this Agreement will remain the property of the Customer upon the termination of the Agreement.

1.5 Right to Audit

During the term of this Agreement, NWRDC agrees to provide access to records and to cooperate fully with the Customer's Office of Inspector General, the Auditor General, and the Office of Program Policy Analysis and Government Accountability with respect to any audits, investigations, and management reviews relating to programs or operations of the Customer, as well as any similar audits based upon federal funding. Each party's cost for audit shall remain their own. If any costs arise due to the need of a special or unique audit requirement, NWRDC retains the right to bill the Customer for those costs. All such audit related costs will be managed through a contract amendment/Change Order detailing those costs for customer approval. All audits must be processed through the NWRDC Compliance Officer.

1.6 Billing Methodology

Customer understands and agrees that the NWRDC Policy Board annually approves all rates to ensure NWRDC's cost recovery. All costs for the included SOW (Attachment A) are subject to the approved prevailing rate at the time the agreement becomes effective. During the term of the Agreement, Customer will be notified in writing of any approved rate changes affecting its services. Unless otherwise specified, by the NWRDC Policy Board, all rate changes shall become effective on July 1st of the year when they were approved. Customer's receipt of services after the effective date of any approved rate changes shall be deemed to be acceptance by the Customer of those rate changes without any further action by NWRDC or Customer.

NWRDC will send monthly invoices to Customer for the services detailed in Attachment B - Billing. Non-recurring charges will be billed on the first invoice after which they occur. Customer will be liable for any applicable taxes or tariffs associated with this Agreement, and hereby agrees to provide a certificate of tax exemption upon request. NWRDC and Florida State University, as a public entity of the State of Florida, is entitled to the benefits of sovereign immunity, including immunities from taxation.

In accordance with Section 215.422, Florida Statutes all invoices are considered past due on the 40th day following the invoice date. All past due invoices shall bear interest at the rate provided pursuant to Section 55.03, Florida Statutes. Invoices that have to be returned to NWRDC because of NWRDC's preparation errors or disputes will result in a delay in the payment. The invoice payment requirements shall not start until a properly completed invoice is provided to Customer.

2. SERVICE LEVEL UNDERSTANDING

2.1 Services to be Delivered

2.1.1 SERVICES. The services provided by NWRDC under this Agreement are outlined in Attachment A - Scope of Work.

2.2 Availability

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NWRDC services will be available to Customer an average uptime of 99.9% 24x7, 365 days a year, excluding scheduled maintenance. Scheduled maintenance (not including patching) will be posted on the NWRDC website (http://www.nwrdc.fsu.edu) as well as communicated to customers two weeks in advance, with reminders sent out one week and 24-hours in advance. Emergency changes will be noticed as soon as possible.

Patching schedules will be coordinated with each customer as needed.

NWRDC will not be responsible for any external service outages outside its control. In a situation where a Customer event restricts service delivery to other NWRDC customers, NWRDC reserves the right to isolate the Customer's service in any way NWRDC deems necessary to lessen the impact on others.

2.3 Customer Access

NWRDC shall provide the Customer with access to applications, tools, servers, network components, and other devices necessary to perform business activities and functions.

2.4 Hours of Operation & Support

Service Desk delivers customer support 24 hours per day, 7 days per week, including holidays.

Technical Support contact information:

NWRDC: 850-645-3500, support@nwrdc.fsu.edu

NWRDC-SDC: 850-487-17 46, nwrdc-sdc-support@nwrdc.fsu.edu

Administrative Business Hours are 8:00 A.M. to 5:00 P.M. EST/EDT, Monday through Friday, excluding holidays.

Service requests, including general service inquiries, incident reports, billing inquiries, and change requests should be placed through the Service Desk via their customer portal.

Customer staff without Criminal Justice Information Services (CJIS) clearance will be allowed physical access with NWRDC staff companion escort to their equipment located at NWRDC and NWRDC-SDC when they are accompanied by a customer CJIS staff member and in accordance with NWRDC's prevailing security protocols.

Service Requests are assigned priority using the following criteria:

Group

Platform Support Group

Automatic Escalation to Platform Manaoement

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Response Times - By Severitv

1 - Critical 2-High 3-Medium 4-Low lrhe majority of Customers � Customer is A Customer is experiencing A Customer has a a reduced level of runctional (how-to) are experiencing a work �xperiencing a partial efficiency and performance �uestion they cannot stoppage of a mission ailure of a supported critical function, application, runction, application, of a supported function, answer through the PDC application, platform, Services Desk or wants to olatform, connection or Platform, connection or connection or environment submit a request for environment that is �nvironment that is that is impacting the nstallation or change of nterrupting the Customers' �isrupting the Customer's business service in their technical or ousiness. �ustomer's business. oroductivitv. ohvsical environment.

30 Minutes 1 Hour 8 Business Hours 3 Business Days

30 Minutes 1 Hour 2 Business Hours 4 Business Hours

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Response Times - Bv Severity

1 - Critical 2-Hiah 3-Medium 4-Low

The majority of Customers II. Customer is l!I, Customer is experiencing II. Customer has a are experiencing a work experiencing a partial a reduced level of unctional (how-to)

Group stoppage of a mission failure of a supported efficiency and performance �uestion they cannot ritical function, application, function, application, pf a supported function, answer through the PDC olatform, connection or platform, connection or application, platform, $ervices Desk or wants to environment that is environment that is connection or environment 13ubmit a request for nterrupting the Customers' �isrupting the hat is impacting the nstallation or change of Customer's business 1,ervice in their technical or pusiness. r:;ustomer's business. oroductivitv. bhvsical environment.

Automatic Escalation to

30 Minutes 1 Hour 2 Business Hours N/A Second Level Manaqement Automatic Escalation to Upper Level Management and notification sent 30 Minutes 1 Hour 4 Business Hours N/A to the PDC Executive Manaqement Total Escalation 2 Hours 4 Hours 2 Business Days 3.5 Business Days Time

2.5 Change Control

All changes to NWRDC facilities and shared services are governed by NWRDC's Change Control Policy (see http://www.nwrdc.fsu.edu/policies).

2.6 Security

NWRDC will provide physical security for systems housed in its facilities. NWRDC will not be held responsible for any unauthorized access to Customer data incurred from the result of Customer security management.

Customer agrees to disclose (email to NWRDC Project Manager is acceptable) the existence of all sensitive data and data that may fall under any state or federal guidelines (such as, but not limited to FERPA, HIPAA, PCI, etc.), which would require NWRDC to provide additional security measures. If the Customer does not disclose the existence of such data to NWRDC prior to execution of this Agreement, NWRDC will execute a Change Order with the Customer, as per section 3.1 of this Agreement, detailing the additional requirements and the costs thereof for the service to be provided per this Agreement to come into compliance with the governing regulatory act(s).

2.7 Insurance Coverage

Customer is responsible for insurance coverage for all equipment and software owned by the Customer. NWRDC provides insurance coverage only for those items owned by NWRDC.

3. CHANGES AND MODIFICATIONS

3.1 Modifications to Agreement

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If Customer requires resources or services in excess of those provided by NWRDC as of the date of this Agreement (the effective date), Customer will notify NWRDC of the specific equipment or services required to support the project. These changes will be documented through Change Orders, to be mutually agreed and approved in writing by NWRDC and Customer.

NWRDC will provide any changes to the terms of service of this Agreement as documentation to the NWRDC Policy Board or its Management Committee for review and approval, as needed per NWRDC Policy. Any changes to the terms of service to this Agreement must be through Amendment or Change Order that will include specific details, associated charges, and mutually agreed and approved in writing by NWRDC, Policy Board and Customer. If approved the requested services will be provided and adjustments will be made to the SOW (Attachment A) and Billing (Attachment B). Any Amendments to this Agreement, agreed to in writing and executed by the parties, shall take precedence over any conflicting provision in this Agreement without invalidating the remaining provisions of this Agreement.

4. GOVERNANCE

4.1 Applicable Law and Severability

This agreement is construed according to the laws of the State of Florida with venue in Leon County.

If any provision of this Agreement is held invalid or unenforceable the remainder of this Agreement remains effective to the maximum extent permitted by law, and the application of such provisions in any other circumstances shall not be affected by such holding.

4.2 Disputes

In the event of a dispute or litigation each party agrees to be liable and responsible for its own legal fees, expenses, and costs including its attorney's fee and expenses.

In the event of a dispute or disagreement between the parties to this Agreement, the parties agree to use their best efforts to resolve any dispute prior to filing litigation, including, but not limited to, participating in mediation by a mediator mutually agreed upon by the parties. The parties agree to share equally in the costs of the mediation and it will be administered in Tallahassee, Florida.

4.3 Confidentiality

Any information relating to the products, business, marketing plans and policies of Customer or its affiliates, supplied to NWRDC by or at the direction of Customer, acquired by NWRDC in the course of providing services to Customer or developed by NWRDC in carrying out NWRDC's duties under this Agreement, shall be deemed to be confidential and proprietary information of Customer and the exclusive property of Customer. Such information shall not be disclosed to any third persons without the prior written consent of Customer or as provided by Chapter 119 Florida Statutes (Public Records).

NWRDC agrees to take all reasonable necessary precautions to protect the confidentiality of information.

All documents, papers, letters or other materials relating to the Agreement that are made or received by either party in conjunction with the Agreement, except those matters which, under the Agreement, Florida law or a party's rules are confidential, are required to be available for public access as specified by Chapter 119, Florida Statutes. Such records shall be maintained in accordance with General Records Schedule GS1-SL for State and Local Government Agencies and may not be destroyed before the guidelines contained within. Both parties may unilaterally cancel the Agreement for the other's refusal to allow access to public records.

4.4 Liability

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Customer and NWRDC are each liable and responsible for its actions and omissions, and the actions and omissions of its employees, agents and representatives when acting in the scope of their employment or agency.

4.5 Use of name, logo, trade names and marks

Neither Customer nor NWRDC will use the name, logo, trade names and/or marks of the other without prior written consent. By signing this Agreement, Customer grants NWRDC permission to add its name to its customer list on website and written documentation.

4.6 Nonassignability

Neither Customer nor NWRDC will assign or transfer this Agreement without the prior written consent of the other party.

4.7 Independent Contractor

Customer and NWRDC represent that they are acting in their individual capacities and not as agents, employees, partners, or associates of one another.

4.8 Unauthorized Aliens

The employment of unauthorized aliens by any contractor is considered a violation of the Immigration and Nationality Act, 8 U.S.C Sec. 1324A. If either party knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of the Agreement.

4.9Waiver

Waiver of a breach of any provision hereof does not constitute a waiver of any subsequent breach of such provision or of any other provision in the Agreement.

4.1 O Equal Opportunity

The Customer shall abide by the requirements of 41 CFR §§ 60-1.4(a), (or for construction contractors, 41 CFR § 60-4.3(a)), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin.

Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

4.11 E-Verify

Pursuant to §448.095, Fla. Stat., the Customer certifies that it is registered with and uses the U.S.

Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Customer during the term of this Agreement. If the Customer enters into a contract with a subcontractor to perform work or provide services pursuant to this Agreement, the Customer shall likewise require the subcontractor to comply with the requirements of §448.095, Fla.

Stat. and the subcontractor shall provide to the Customer an affidavit stating that the subcontractor does not employ, contract with or subcontract with an unauthorized alien. The Customer shall maintain a copy of such affidavit for the duration of its contract with NWRDC. This section serves as notice to the Customer regarding the requirements of §448.095, Fla. Stat., and NWRDC's obligation to terminate the Agreement if it has a good faith belief the Customer has knowingly violated §448.095, Fla. Stat. If

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terminated for such reason, the Customer will not be eligible for award of a public contract for at least one year after the date of such termination. Further, NWRDC has an obligation to order the immediate termination of any contract between the Customer and a subcontractor performing work on its behalf should NWRDC develop a good faith belief that the subcontractor has knowingly violated §448.095, Fla. Stat. NWRDC reserves the right to request documentation from the Customer evidencing its compliance with §448.095, Fla. Stat.

5. CONTACT INFORMATION

Northwest Regional Data Center

2048 East Paul Dirac Drive Tallahassee, FL,32310 850-645-3500 www.nwrdc.fsu.edu

Invoice Contact:

Julia Cunningham, 850-644-1124, sdcbilling@nwrdc.fsu.edu

Business Contact:

Don Wilde, 850-645-3554, Don_Wilde@nwrdc.fsu.edu

Technical Contact:

Matt Stolk, 850-645-3562, Matt_Stolk@nwrdc.fsu.edu

Florida Department of Corrections

501 South Calhoun Street Tallahassee, FL 32399

Invoice Contact:

Greg Prescott, 850-717-3895, Greg.Prescott@fdc.myflorida.com

Business Contact:

Gregg Prescott, 850-717-3895, Greg.Prescott@fdc.myflorida.com

Technical Contact:

Coleman Ayers, 850-281-4319, coleman.ayers@fdc.myflorida.com

Security Contact:

Coleman Ayers, 850-281-4319, coleman.ayers@fdc.myflorida.com

The Customer has the right to contact NWRDC staff for adding personnel to NWRDC customer distribution list in order to receive notifications/announcements from NWRDC, or discuss issues concerning the Customer's equipment.

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AGREEMENT

The date of final signature will be the execution date for the Agreement. Billing details in Attachment B are subject to change if Customer's signature is not retained within 30 days after NWRDC's signature.

Northwest Regional Data Center Policy Board

Eugene Kovacs, Chairman, Northwest Regional Data Center Policy Board

Signature Date

Northwest Regional Data Center (NWRDC)

Tim Brown, Assistant Vice President for ITS: NWRDC and FL VC

Signature Date

The Florida State University Board of Trustees, public body corporate of the State of Florida, acting for and on behalf of the Florida State University and Northwest Regional Data Center.

Signature

Florida Department of Corrections Ricky D. Dixon, Secretary

Florida Department of Corrections - Approved as to form Dorothy M. Burnsed, De General Counsel

Date

Date

Date

Use of the services detailed in this agreement or payment according to the terms listed in Attachment B constitutes acceptance of this SLA, regardless of signature or the lack thereof.

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James Clark, Provost & Executive Vice President Florida State University

DocuSign Envelope ID: 012A6564-B9A1-4E0C-B415-259438FE1956

8/14/2023 | 2:52 PM EDT

8/16/2023 | 10:43 AM EDT

9/1/2023 | 10:21 PM EDT

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ATTACHMENT A: STATEMENT OF WORK

Description of services to be provided:

NWRDC will provide:

• On-site NWRDC coverage 24-7 in accordance with NWRDC protocol as stated in this master agreement and as indicated on the NWRDC website.

• Services to be provided 365 days per year for each year of the master agreement in accordance with Section 2.2.

• Other services described in NWRDC's catalog may be added during the contract term via Change Order or Amendment.

• Business Standards that must be met for each service, and service descriptions are provided in the Service Catalog (www.nwrdc.fsu.edu/servicecatalog).*

Product/Service Additional Electrical Circuit

Block-Based Storage

Data Protection Services

Floor Tiles

Linux/Unix Capacity Unit

Linux/Unix Managed Server**

Load Balancing

Network Unit

Object-Based Storage

Rack Mounts

Scheduling Services

SQL Capacity Unit

SQL Managed Instance **

Web/App/File Transfer Services

Windows Capacity Unit

Windows Managed Server**

MFaaS Contract Manaqement Enterprise Cloud Storage Baas

* Service Catalog to be updated to include business standards requirements and service descriptions.

** 282.201(1)(f) The NWRDC shall assume administrative access rights to resources and equipment, including servers, network components, and other devices, consolidated into the

NWRDC-SDC.

In event of disaster, a declaration shall be made from any Customer staff listed in the contact list in Section 5. (remove this sentence if the service is not DR)

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ATTACHMENT B: BILLING

NWRDC will send monthly invoices not to exceed $ 769,554.25 to Customer for the services detailed in Attachment A. Invoices will itemize charges as agreed to in Attachment B.

An amendment with a detailed estimate will be executed no later than September 30, 2023.

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