MCSA0074_AM1and_Renewal_Signed.pdf

Public Consulting Group, Inc. MCSA0074, Amendment 1 Page 1 of 9

Version 7/23

MASTER CLOUD SERVICE AGREEMENT (MCSA0074)

AMENDMENT 1 AND RENEWAL

This Amendment 1 and Renewal of MCSA0074 (the “Amendment”) is between the State of Ohio, Department of Administrative Services (the “State”) and Public Consulting Group, Inc. (the “Contractor”).

This Amendment changes the terms of Master Cloud Service Agreement (Contract #MCSA0074) (the “Contract”).

WHEREAS, the State and Contractor entered into the Contract on June 18, 2018; and

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

NOW, THEREFORE, the Contract is amended as follows:

1. Pursuant to Section 1.5, Agreement - Renewal, the Contract is renewed for an additional term of two years, effective July 1, 2025, and expiring on June 30, 2027.

2. In Section 1.7, Relationship of the Parties and Subscribers, delete the PEDACKN form link in its entirety and replace it with the following link:

https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf.

3. Add the following as a new Section 1.15 OhioBuys:

1.15. OhioBuys

This Contract may become part of OhioBuys, an electronic procurement system which provides electronic contract and catalog hosting and management services. Ordering Agencies access this system to place orders for the procurement of goods and services using State of Ohio contracts. When the Contract becomes part of OhioBuys, the Contractor agrees to establish, maintain and support its contract and catalog in OhioBuys.

4. Delete Section 7.6, Cost Recovery, in its entirety and replace it with the following:

7.6. Revenue Share

The Contractor must pay to the State a share of the sales transacted under this Contract as a fee to the State to cover the estimated costs the State will incur in administering this Contract and the Services offered under it (“Revenue Share”).

The Contractor must remit the Revenue Share in U.S. dollars within 30 days after the end of the quarterly reporting period. The Revenue Share that the Contractor must pay under this Contract equals 2% of the total quarterly sales reported. The Revenue Share must be included in the prices reflected in any order and reflected in the total amount charged to the State, and the Contractor may not add a surcharge to orders under this Contract to cover the cost of the Revenue Share.

The Contractor must remit any amount due as the result of a quarterly or closeout sales report at the time the quarterly or closeout sales report is submitted to the Department of Administrative Services, Office of State Purchasing. To ensure the payment is credited properly, the Contractor must identify the payment as a “State of Ohio Revenue Share” and include this Contract number, total report amount, and reporting period covered.

https://www.opers.org/forms-archive/PEDACKN-Non-Member-Acknowledgment.pdf

Public Consulting Group, Inc. MCSA0074, Amendment 1 Page 2 of 9

Contractor will pay the Revenue Share by check remittance, both normal and overnight, credit card payment via the State’s epayment portal, or ACH payment, if approved by the State, using the instructions below.

Check remittance: Follow the remittance instructions on the required Quarterly Sales Report and Revenue Share Remittance Form at the following link, https://das.ohio.gov/revenueshareform.

Credit Card Payments: To pay by credit card, use the following link, https://epay.das.ohio.gov/Payment, select “Revenue Share” as the payment type and follow the on-screen prompts.

ACH Payments: If this payment method is approved by the State, the State will provide payment instructions to Contractor.

If the full amount of the Revenue Share is not paid within 30 days after the end of the applicable reporting period, the non-payment will constitute a contract debt to the State. The State may setoff any unpaid Revenue Share from any amount owed to the Contractor under this Contract and employ all other remedies available to it under Ohio law for the non-payment of the Revenue Share. Additionally, if the Contractor fails to pay the Revenue Share in a timely manner, the failure will be a breach of this Contract, and the State may terminate this Contract for cause as set forth herein and seek damages for the breach.

5. Add the following as a new Section 7.7. Quarterly Reporting:

7.7. Quarterly Reporting

Contractor must report the quarterly dollar value (in U.S. currency rounded to the nearest whole dollar) of the sales under this Contract each calendar quarter (i.e., January-March, April-June, July-September and October-December). The dollar value of the sales reported must equal the price paid by all State agencies and Cooperative Purchasing Members for purchases under this Contract during the reporting period.

Contractor must submit the quarterly sales report to the State via the State’s Ordering System, and when Contractor will be submitting a payment, Contractor must also complete and submit the Quarterly Sales Report and Revenue Share Remittance Form (available at https://das.ohio.gov/revenueshareform) with Contractor’s Revenue Share payment. If no sales occur, Contractor must show zero sales on the report. The report must be submitted 30 days after the completion of the reporting period.

Contractor also must submit a closeout sales report within 120 days after the expiration of this Contract. For purposes of this subsection, the Contract expires on the physical completion of the last, outstanding task or completion of an Order of the Contract. The closeout sales report must cover all sales not shown in the final quarterly sales report and reconcile all errors and credits. If Contractor reported all Contract sales and reconciled all errors and credits on the final quarterly sales report, then Contractor should show zero sales in the closeout sales report.

If Contractor fails to submit any sales report in a timely manner or falsifies any sales report, the State may terminate this Contract for cause.

https://das.ohio.gov/revenueshareform https://epay.das.ohio.gov/Payment https://das.ohio.gov/revenueshareform

Public Consulting Group, Inc. MCSA0074, Amendment 1 Page 3 of 9

6. Delete Section 9.6, Drug-Free Workplace, in its entirety and replace it with the following:

9.6. Drug Free Workplace

The Contractor agrees to comply with all applicable state and federal laws regarding drug-free workplace and shall make a good faith effort to ensure that all Contractor employees, while working on State property or performing work on behalf of the State, will not purchase, transfer, use, be under the influence of, or possess illegal drugs, non-medical cannabis (recreational marijuana), or alcohol, or abuse prescription drugs or medical marijuana in any way.

7. Delete Section 9.13, Executive Order 2011-12K Compliance, in its entirety and replace it with the following:

9.13. Prohibition of the Expenditure of Public Funds for Offshore Services

No State Cabinet, Agency, Board or Commission will enter into any contract to purchase services provided outside the United States or that allows State data to be sent, taken, accessed, tested, maintained, backed-up, stored, or made available remotely outside (located) of the United States, unless a duly signed waiver from the State has been attained. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid for services the Contractor performs outside of the United States for which it did not receive a waiver. The State does not waive any other rights and remedies provided the State in the Contract.

Further, no State agency, board, commission, State educational institution, or pension fund will make any purchase from or investment in any Russian institution or company. Notwithstanding any other terms of this Contract, the State reserves the right to recover any funds paid to Contractor for purchases or investments in a Russian institution or company in violation of this paragraph. The provisions of this paragraph will expire when the applicable Executive Order is no longer effective.

The Contractor must complete the Contractor/Subcontractor Affirmation and Disclosure Form affirming the Contractor understands and will meet the requirements of the above prohibition.

During the performance of this Contract, if the Contractor changes the location(s) disclosed on the Affirmation and Disclosure Form, Contractor must complete and submit a revised Affirmation and Disclosure Form reflecting such changes.

8. Delete Section 9.29, Amendments, in its entirety and replace it with the following:

9.29. Amendments

No change to any provision of this Contract will be effective unless it is in writing and signed by both Parties. However, the State may document non-material changes in writing and provide notice to the Contractor. Unless specifically provided otherwise in this Contract or agreed to in writing by the Subscriber, no terms or conditions included on a Contractor’s quote or ordering document will be valid or enforceable against the State and are specifically excluded from this Contract. Further, no “click-through,” “shrink-wrap,” “browse-wrap,” or other terms that have not been specifically negotiated by the Contractor and the State, whether before, on, or after the date of this Contract, will be effective to add or modify the terms of this Contract, regardless of any Party’s “acceptance” of those terms by electronic means. No State employee has the authority to modify, amend, or supplement this Contract through electronic means.

https://dam.assets.ohio.gov/image/upload/procure.ohio.gov/pdf/StateLocalAgencies/Resources_Forms/04-Affirmation%20and%20Disclosure%20Form_3-4-22.pdf

Public Consulting Group, Inc. MCSA0074, Amendment 1 Page 4 of 9

9. Delete Section 9.31, Boycotting, in its entirety and replace it with the following:

9.31. Boycotting

Pursuant to R.C. 9.76(B), Contractor warrants that Contractor is not boycotting any jurisdiction with whom the State of Ohio can enjoy open trade, including Israel, and will not do so during the contract period.

The State of Ohio does not acquire supplies or services that cannot be imported lawfully into the United States or transact business with any entity or individual subject to financial sanctions imposed by the United States. The Contractor certifies that it, its subcontractors, and any agent of the Contractor or its subcontractors, will acquire any supplies or services in accordance with all trade control laws, regulations or orders of the United States, including the prohibited source regulations set forth in subpart 25.7, Prohibited Sources, of the Federal Acquisition Regulation and any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control. A list of those entities and individuals subject to sanctions can be found at https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists. These sanctions generally preclude most transactions involving Cuba, Iran, and Sudan, and most imports from Burma or North Korea.

10. Add the following as a new Section 9.32, Legal Representation and Rights:

9:32. Legal Representation and Rights

The Ohio Attorney General is the chief law officer for the State of Ohio, its agencies, boards and commissions, and only the Ohio Attorney General has the authority to appoint outside legal counsel to represent the State. Contractor agrees that any provisions in this Contract or any documents incorporated by reference that provide or allow for outside legal representation to defend or settle claims on behalf of the State or provide for a third party to have sole control of a defense or settlement of a claim do not meet the requirements of state law and are considered stricken. Contractor also agrees that, unless specifically agreed to in writing by the State, any provisions that require or provide for a waiver of any legal rights, remedies, or litigation defenses (i.e., waiver of a jury trial) do not meet the requirements of state law and are considered stricken.

11. Add the following as a new Section 9.33, Statue of Limitations:

9.33. Statute of Limitations

Statutes of limitations generally do not apply to actions brought by the State and any such provisions in this Contract or in any documents incorporated by reference are considered stricken

12. Delete the 1075 exhibit and replace it with the following:

I. PERFORMANCE

In performance of this Contract, the contractor agrees to comply with and assume responsibility for compliance by officers or employees with the following requirements:

(1) All work will be performed under the supervision of the contractor.

(2) The contractor and contractor’s officers or employees to be authorized access to FTI must meet background check requirements defined in IRS Publication 1075. The contractor will maintain a list of https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists

Public Consulting Group, Inc. MCSA0074, Amendment 1 Page 5 of 9 officers or employees authorized access to FTI. Such list will be provided to the agency and, upon request, to the IRS.

(3) FTI in hardcopy or electronic format shall be used only for the purpose of carrying out the provisions of this contract. FTI in any format shall be treated as confidential and shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this contract.

Inspection or disclosure of FTI to anyone other than the contractor or the contractor’s officers or employees authorized is prohibited.

(4) FTI will be accounted for upon receipt and properly stored before, during, and after processing. In addition, any related output and products require the same level of protection as required for the source material.

(5) The contractor will certify that FTI processed during the performance of this contract will be completely purged from all physical and electronic data storage with no output to be retained by the contractor at the time the work is completed. If immediate purging of physical and electronic data storage is not possible, the contractor will certify that any FTI in physical or electronic storage will remain safeguarded to prevent unauthorized disclosures.

(6) Any spoilage or any intermediate hard copy printout that may result during the processing of FTI will be given to the agency. When this is not possible, the contractor will be responsible for the destruction of the spoilage or any intermediate hard copy printouts and will provide the agency with a statement containing the date of destruction, description of material destroyed, and the destruction method.

(7) All computer systems receiving, processing, storing, or transmitting FTI must meet the requirements in IRS Publication 1075. To meet functional and assurance requirements, the security features of the environment must provide for the managerial, operational, and technical controls. All security features must be available and activated to protect against unauthorized use of and access to

FTI.

(8) No work involving FTI furnished under this contract will be subcontracted without the prior written approval of the IRS.

(9) Contractor will ensure that the terms of FTI safeguards described herein are included, without modification, in any approved subcontract for work involving FTI.

(10) To the extent the terms, provisions, duties, requirements, and obligations of this contract apply to performing services with FTI, the contractor shall assume toward the subcontractor all obligations, duties and responsibilities that the agency under this contract assumes toward the contractor, and the subcontractor shall assume toward the contractor all the same obligations, duties and responsibilities which the contractor assumes toward the agency under this contract.

(11) In addition to the subcontractor’s obligations and duties under an approved subcontract, the terms and conditions of this contract apply to the subcontractor, and the subcontractor is bound and obligated to the contractor hereunder by the same terms and conditions by which the contractor is bound and obligated to the agency under this contract.

Public Consulting Group, Inc. MCSA0074, Amendment 1 Page 6 of 9

(12) For purposes of this contract, the term “contractor” includes any officer or employee of the contractor with access to or who uses FTI, and the term “subcontractor” includes any officer or employee of the subcontractor with access to or who uses FTI.

(13) The agency will have the right to void the contract if the contractor fails to meet the terms of FTI safeguards described herein.

(14) Audit and accountability policies and procedures must be developed, documented, disseminated, and updated as necessary to facilitate implementing audit and accountability security controls of contractor systems receiving, processing, storing or transmitting FTI.

a. To support the audit of activities, all agencies must ensure that audit information is archived for seven years.

b. The information system must protect audit information and audit tools from unauthorized access, modification, and deletion.

(15) IRS Publication 1075 compliance is mandatory. The aforementioned compliance items are a small selection of key elements contained within the requirements defined in IRS publication 1075.

Contractor shall comply with all requirements of IRS Publication 1075 in its performance under the contract. The parties may agree via amendment to the contract to impose additional and more stringent requirements as deemed necessary to protect FTI.

II. CRIMINAL/CIVIL SANCTIONS

(1) Each officer or employee of a contractor to whom FTI is or may be disclosed shall be notified in writing that FTI disclosed to such officer or employee can be used only for a purpose and to the extent authorized herein, and that further disclosure of any FTI for a purpose not authorized herein constitutes a felony punishable upon conviction by a fine of as much as $5,000 or imprisonment for as long as 5 years, or both, together with the costs of prosecution.

(2) Each officer or employee of a contractor to whom FTI is or may be accessible shall be notified in writing that FTI accessible to such officer or employee may be accessed only for a purpose and to the extent authorized herein, and that access/inspection of FTI without an official need-to-know for a purpose not authorized herein constitutes a criminal misdemeanor punishable upon conviction by a fine of as much as $1,000 or imprisonment for as long as 1 year, or both, together with the costs of prosecution.

(3) Each officer or employee of a contractor to whom FTI is or may be disclosed shall be notified in writing that any such unauthorized access, inspection or disclosure of FTI may also result in an award of civil damages against the officer or employee in an amount equal to the sum of the greater of $1,000 for each unauthorized access, inspection, or disclosure, or the sum of actual damages sustained as a result of such unauthorized access, inspection, or disclosure, plus in the case of a willful unauthorized access, inspection, or disclosure or an unauthorized access/inspection or disclosure which is the result of gross negligence, punitive damages, plus the cost of the action. These penalties are prescribed by IRC sections 7213, 7213A and 7431 and set forth at 26 CFR 301.6103(n)-1.

Public Consulting Group, Inc. MCSA0074, Amendment 1 Page 7 of 9

(4) Additionally, it is incumbent upon the contractor to inform its officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C.

552a(i)(1), which is made applicable to contractors by 5 U.S.C. 552a(m)(1), provides that any officer or employee of a contractor, who by virtue of his/her employment or official position, has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is so prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.

(5) Granting a contractor access to FTI must be preceded by certifying that each officer or employee understands the agency’s security policy and procedures for safeguarding FTI. A contractor and each officer or employee must maintain their authorization to access FTI through annual recertification of their understanding of the agency’s security policy and procedures for safeguarding FTI. The initial certification and recertifications must be documented and placed in the agency's files for review. As part of the certification and at least annually afterwards, a contractor and each officer or employee must be advised of the provisions of IRC sections 7213, 7213A, and 7431 (see Exhibit 4, Sanctions for Unauthorized Disclosure, and Exhibit 5, Civil Damages for Unauthorized Disclosure). The training on the agency’s security policy and procedures provided before the initial certification and annually thereafter must also cover the incident response policy and procedure for reporting unauthorized disclosures and data breaches. (See Section 10) For the initial certification and the annual recertifications, the contractor and each officer or employee must sign, either with ink or electronic signature, a confidentiality statement certifying their understanding of the security requirements.

III. INSPECTION

The IRS and the Agency, with 24-hour notice, shall have the right to send its inspectors into the offices and plants of the contractor to inspect facilities and operations performing any work with FTI under this contract for compliance with requirements defined in IRS Publication 1075. The IRS’ right of inspection shall include the use of manual and/or automated scanning tools to perform compliance and vulnerability assessments of information technology (IT) assets that access, store, process or transmit FTI. Based on the inspection, corrective actions may be required in cases where the contractor is found to be noncompliant with FTI safeguard requirements.

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.

Public Consulting Group, Inc. MCSA0074, Amendment 1 Page 8 of 9

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

PUBLIC CONSULTING GROUP, INC. STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

By: By:

Name: Marc Staubley Name: Kathleen C. Madden

Title: Practice Area Director Title: Director

Date: Date:

Public Consulting Group, Inc. MCSA0074, Amendment 1 Page 9 of 9

SUMMARY OF AMENDMENTS

Amendment Number

Effective Date Description

1 Pending

Contract Renewal for FY26-27 and update contract language.

SUMMARY OF AMENDMENTS