Oracle America, Inc. FL Cloud Solutions.pdf

Alternate Contract Source (ACS)

No. 43230000-NASPO-16-ACS

For

Cloud Solutions

This Alternate Contract Source No. 43230000-NASPO-16-ACS; Cloud Solutions (Contract), is between the Department of Management Services (“Department” or “Participating Entity,” as defined in the Master Agreement), an agency of the State of Florida (State), located at 4050

Esplanade Way, Tallahassee, FL 32399, and Oracle America, Inc. (“Contractor” or “Oracle”), located at 500 Oracle Parkway, Redwood Shores, CA 94065 collectively referred to herein as the

“Parties.”

WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes:

To evaluate contracts let by the Federal Government, another state, or a political subdivision for the provision of commodities and contract services, and, if it is determined in writing to be cost-effective and the best value to the state, to enter into a written agreement authorizing an agency to make purchases under such contract.

WHEREAS, the State of Utah, acting by and through the National Association of State

Procurement Officials (NASPO) ValuePoint, competitively procured Cloud Solutions and executed AR2487, Cloud Solutions (Master Agreement), with the Contractor;

WHEREAS, the Department evaluated the Master Agreement and determined that use of the

Master Agreement is cost-effective and the best value to the state.

NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Term and Effective Date.

The Master Agreement became effective March 1, 2017, and its term currently ends on

September 15, 2026. The Master Agreement has no renewals available. The Contract will become effective on the date signed by all Parties. The Contract will expire on September 15, 2026, unless terminated earlier or renewed in accordance with Exhibit A, Contract Conditions.

2. Order of Precedence.

This Contract document and the attached exhibits constitute the Contract and the entire understanding of the Parties. Exhibits A, B, C, and this Contract document constitute the

Participating Addendum (“Participating Addendum” or “Addendum” or “PA”) to the Master

DocuSign Envelope ID: 6345327D-2989-4F1B-BEE8-9658F239C93B

Agreement and modify or supplement the terms and conditions of the Master Agreement.

All exhibits listed below are incorporated by reference into, and form part of, this Contract. In the event of a conflict, the following order of precedence shall apply:

a) This Contract document

b) Exhibit A: Contract Conditions

c) Exhibit B: Master Agreement, incorporated by reference (including any amendments made prior to the effective date of this Contract and any subsequent amendments added to this Contract in accordance with the Modifications Section listed below)

d) Exhibit C: Contractor Selection Justification Form

Pursuant to Section 37 of the Master Agreement, the Parties agree that by executing the Participating Addendum, this Participating Addendum shall be governed by the laws of the Participating Entity’s State which, for the avoidance of doubt, shall be the laws of the State of Florida. Refer to the Modification and Severability section of Exhibit A, Contract Conditions.

3. Purchases off this Contract.

Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes, may purchase products and services under this Contract. Any Customer making a purchase off of this Contract acknowledges and agrees to be bound by the terms and conditions of this

Contract. The Parties shall adhere to the mutually agreed-upon terms in writing included in any contract or purchase orders issued pursuant to this Contract. Each Customer shall be responsible for its compliance with and breach(es) of such terms and conditions. The terms of the Ordering Document, as defined in the Master Agreement, shall apply to the extent that the Oracle order terms and other mutually agreed upon terms will not materially reduce either party’s obligations under this Contract. CUSTOMERS ARE RESPONSIBLE FOR

REVIEWING THE TERMS AND CONDITIONS OF THE PA AND ANY ORDERING

DOCUMENT.

Certain Oracle-authorized resellers (“Authorized Resellers” or “Fulfillment Partner”) are eligible to resell Services to Customers under the Addendum. Such Authorized Resellers, if any, are authorized to take orders under the Addendum and invoice and receive payment from Customers. The parties agree that for any acquisitions made through an Authorized

Reseller, any obligations which apply solely to Oracle in their capacity as a cloud service provider shall remain in effect. Oracle is responsible for any reports and/or fees that are required per the terms and conditions of the Master Agreement and/or the Addendum, unless expressly stated otherwise herein. Participation of Authorized Resellers, if any, will be in accordance with the terms and conditions set forth in the Master Agreement and the

Addendum. Authorized Resellers under the Addendum, if any, are subject to the Department’s approval which will be demonstrated by executing an Authorized Reseller Agreement with the

Department. Approved Authorized Resellers will be listed on the Department’s website.

Unless otherwise handled by an Authorized Reseller, Orders and payments may be made directly to Oracle. If an Authorized Reseller is authorized to receive payment from a Customer under this Addendum, then any dispute between the Contractor and the Authorized Reseller https://www.naspovaluepoint.org/portfolio/cloud-solutions-2016-2026/oracle-america-inc/ regarding monies owed shall be resolved between the Contractor and the Authorized

Reseller. Orders through an Authorized Reseller shall be submitted as directed to such

Authorized Reseller. Orders placed directly with Oracle are to be submitted as directed to

Oracle’s sales representative.

4. Primary Contacts.

Department’s Contract Manager:

Bradley Beech

Division of State Purchasing

Florida Department of Management Services

4050 Esplanade Way, Suite 360

Tallahassee, Florida 32399-0950

Telephone: (850) 487-9847

Email: Bradley.Beech@dms.fl.gov

Contractor’s Contract Manager:

Dapo Lawal Contract Manager

Oracle America, Inc.

1910 Oracle Way

Reston, VA 20190 dapo.lawal@oracle.com

5. Cloud Computing Requirements.

Oracle products comply as stated in the documentation provided to a Customer related to an order from this Contract. Oracle acknowledges the Customer is subject to the requirements under Rule Titles 60FF and 60GG, Florida Administrative Code (F.A.C.), as applicable. The

Contractor will provide information and work with the Customer in their attempts to meet these requirements.

6. Request for Quotes.

Customers purchasing Cloud Solutions from this Participating Addendum shall create a

Request for Quote (RFQ), each time they desire to purchase Cloud Solutions. The Customer shall issue a detailed RFQ to the ACS Contractor(s) who offer(s) the applicable cloud solution(s). The specific format of the RFQ is left to the discretion of the Customer, but must contain the following:

a) Applicable service and deployment model(s);

b) Data security classification;

c) Service level agreement requirements; and

d) Exit strategy considerations.

mailto:Bradley.Beech@dms.fl.gov mailto:dapo.lawal@oracle.com

7. Contractor Selection Justification Form.

Customers purchasing Cloud Solutions from this Participating Addendum shall attach to the purchase order a completed Contractor Selection Justification Form (Exhibit C) of this

Participating Addendum, incorporated herein by reference and accessible at:

https://www.dms.myflorida.com/business_operations/state_purchasing/state_contracts_and_ agreements/alternate_contract_source/cloud_solutions/forms.

8. Modifications.

Any amendments to this Contract must be in writing and signed by the Parties. If amendments are made to the Master Agreement after the effective date of this Contract, the Contractor shall notify the Department of such amendments.

IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their duly authorized undersigned officials or signatories.

ORACLE AMERICA, INC. STATE OF FLORIDA,

DEPARTMENT OF MANAGEMENT SERVICES

Michael Estrada, Pedro Allende, Secretary Sr. Manager Deal Management

Date: Date:

DocuSign Envelope ID: 6345327D-2989-4F1B-BEE8-9658F239C93B

6/27/2024 | 9:13 AM PDT 6/27/2024 | 3:42 PM EDT

https://www.dms.myflorida.com/business_operations/state_purchasing/state_contracts_and_agreements/alternate_contract_source/cloud_solutions/forms https://www.dms.myflorida.com/business_operations/state_purchasing/state_contracts_and_agreements/alternate_contract_source/cloud_solutions/forms

EXHIBIT A

CONTRACT CONDITIONS

The Contractor and Customers acknowledge and agree to be bound by the terms and conditions of the Master Agreement except as otherwise specified in the Department’s Contract as modified and supplemented by these Contract Conditions.

In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included herein by reference but is superseded in its entirety by these Contract Conditions.

Contractor acknowledges that the Participating State is an agency of the State of Florida and as such, the Contract will include the terms and conditions in these Contract Conditions. All references to the Contract in these Contract Conditions include the terms and conditions herein.

SECTION 1. DEFINITION.

The following definition applies in addition to the definitions in Chapter 287, Florida Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):

1. Customer.

The agency or eligible user that purchases commodities or contractual services pursuant to the Contract. “Customer,” shall also be referred to as “Purchasing Entity,” as defined in the Master Agreement.

SECTION 2. CONTRACT TERM AND TERMINATION.

2.1 Initial Term.

The initial term will begin on the date set forth in the Contract documents or on the date the Contract is signed by all Parties, whichever is later.

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.

2.3 Suspension of Work and Termination.

2.3.1 Suspension of Work.

See section 7 (Termination) of Attachment A to the Master Agreement.

Exhibit A, Contract Conditions Oracle America, Inc. Contract No. 43230000-NASPO-16-ACS Page 2 of 17

2.3.2 Termination for Convenience.

See section 7 (Termination) of Attachment A to the Master Agreement.

2.3.3 Termination for Cause.

See section 7 (Termination) of Attachment A to the Master Agreement.

SECTION 3. PAYMENT AND FEES.

3.1 Pricing.

The Contractor will not exceed the pricing set forth in the Contract documents. See section 6 (Discount Guarantee Period) of Attachment A and Attachment C to the Master Agreement.

3.2 Payment Invoicing.

See section 21 (FEES AND TAXES) of Attachment A to the Master Agreement and if applicable, shall adhere to the requirements of 287.058(1)(a), F.S.

3.3 Purchase Order

A Customer may use purchase orders to buy contractual services pursuant to the Contract and, if applicable, the Contractor must provide contractual services pursuant to purchase orders.

Purchase orders issued pursuant to the Contract must be received by the Contractor no later than the close of business on the last day of the Contract’s term. The Contractor is required to accept timely purchase orders specifying delivery schedules that extend beyond the Contract term even when such extended delivery will occur after expiration of the Contract. Purchase orders shall be valid through their specified term and performance by the Contractor, and all terms and conditions of the Contract shall survive the termination or expiration of the Contract and apply to the Contractor’s performance. The duration of purchase orders for recurring deliverables shall not exceed the expiration of the Contract by more than twelve months. Any purchase order terms and conditions conflicting with these Contract Conditions shall not become a part of the Contract.

3.4 Travel.

Travel expenses are not reimbursable unless specifically authorized by the Customer in writing in the applicable Ordering Document and may be reimbursed only in accordance with section 112.061, F.S.

3.5 Annual Appropriation.

Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an agency for the purchase of services for a period in excess of one fiscal year, the State of Florida’s performance and obligation to pay under the Contract is contingent upon an annual appropriation by the Legislature. Notwithstanding the foregoing, (a) for each of the whole or partial 12-month terms of the applicable Order, Customer must provide a purchase order, and (b) Customer’s issuance of each whole or partial 12-month purchase order shall signify that all funds for the whole or partial 12-month term have been fully appropriated and encumbered for the applicable fiscal year.

Customer agrees to pay for all services performed by Oracle prior to Oracle's or the Authorized Reseller’s receipt of Customer’s notice of non-appropriations.

Oracle America, Inc. Contract No. 43230000-NASPO-16-ACS Page 3 of 17

3.6 Transaction Fees

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 shall be assessed a Transaction Fee of one percent (1.0%), or as may otherwise be established by law, which the vendor shall pay to the State.

For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the vendor. If automatic deduction is not possible, the vendor shall pay the Transaction Fee pursuant to subsection 60A- 1.031(2), F.A.C. By submission of these reports and corresponding payments, vendor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee.

The vendor shall receive a credit for any Transaction Fee paid by the vendor for the purchase of any item(s) if such item(s) are returned to the vendor through no fault, act, or omission of the vendor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the vendor’s failure to perform or comply with specifications or requirements of the agreement.

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 submission of required reporting of transactions shall constitute grounds for declaring the Vendor in default.

3.7 Taxes.

Taxes, customs, and tariffs on commodities or contractual services purchased under the Contract will not be assessed against the Customer or Department unless authorized by Florida law.

3.8 Return of Funds.

Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Contract that were disbursed to the Contractor. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Department or Customer of the overpayment.

SECTION 4. CONTRACT MANAGEMENT.

4.1 Composition and Priority.

The Contractor agrees to provide contractual services to the Customer as specified in the Contract.

Additionally, the terms of the Contract supersede the terms of all prior agreements between the Parties on this subject matter.

4.2 Notices.

All notices required under the Contract must be delivered to the designated Contract Manager.

Oracle America, Inc. Contract No. 43230000-NASPO-16-ACS Page 4 of 17

4.3 Department’s Contract Manager.

The Department’s Contract Manager, who is primarily responsible for the Department’s oversight of the Contract, will be identified in a separate writing to the Contractor upon Contract signing in the following format:

Department’s Contract Manager Name Department’s Name Department’s Physical Address Department’s Telephone # Department’s Email Address

If the Department changes the Contract Manager, the Department will notify the Contractor. Such a change does not require an amendment to the Contract.

4.4 Contractor’s Contract Manager.

The Contractor’s Contract Manager, who is primarily responsible for the Contractor’s oversight of the Contract performance, will be identified in a separate writing to the Department upon Contract signing in the following format:

Contractor’s Contract Manager Name Contractor’s Name Contractor’s Physical Address Contractor’s Telephone # Contractor’s Email Address

4.5 Diversity.

4.5.1 Office of Supplier Diversity.

The State of Florida supports its diverse business community by creating opportunities for woman-, veteran-, and minority-owned small business enterprises to participate in procurements and contracts. The Department encourages supplier diversity through certification of woman-, veteran-, and minority-owned small business enterprises and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Diversity (OSD) at osdinfo@dms.myflorida.com.

4.6 RESPECT.

If applicable, subject to the agency determination provided for in section 413.036, F.S., the following statement must be included in the Ordering Document:

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE

SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED

FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE SEVERELY HANDICAPPED

THAT IS QUALIFIED PURSUANT TO CHAPTER 413, FLORIDA STATUTES, IN THE SAME

MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 413.036(1) AND

(2), FLORIDA STATUTES; AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM,

OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT

mailto:osdinfo@dms.myflorida.com

Oracle America, Inc. Contract No. 43230000-NASPO-16-ACS Page 5 of 17

SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS

DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED.

Additional information about RESPECT and the commodities or contractual services it offers is available at https://www.respectofflorida.org.

4.7 PRIDE.

If applicable, subject to the agency determination provided for in sections 287.042(1) and 946.515, F.S., the following statement must be included in the Ordering Document:

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE

SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE PURCHASED

FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S., IN THE SAME MANNER

AND UNDER THE SAME PROCEDURES SET FORTH IN SECTION 946.515(2) AND (4), F.S.;

AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER BUSINESS

ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE

SUBSTITUTED FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION

ARE CONCERNED.

Additional information about PRIDE and the commodities or contractual services it offers is available at https://www.pride-enterprises.org.

SECTION 5. COMPLIANCE WITH LAWS.

5.1 Conduct of Business.

The Contractor must comply with all laws, rules, codes, ordinances, and licensing requirements that are directly applicable to the provision of products and services procured under this Contract, including those of federal, state, and local agencies having jurisdiction and authority. See section 17 (Laws and Regulations – Compliance with Laws) of Attachment A to the Master Agreement.

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.

The Contractor will comply with all applicable disclosure requirements set forth in section 286.101, F.S. In the event the Department of Financial Services issues the Contractor a final order determining a third or subsequent violation pursuant to section 286.101(7)(c), F.S., the Contractor shall, unless prohibited by law, promptly notify the Department and shall be disqualified from Contract eligibility.

5.2 Dispute Resolution, Governing Law, and Venue.

Notwithstanding applicable Florida Law, see sections 10 (Defaults and Remedies) and 37 (Governing Law and Venue) of Attachment A to the Master Agreement.

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5.3 Department of State Registration.

Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert status, other than a sole proprietor, must provide the Department with conclusive evidence of a certificate of status, not subject to qualification, if a Florida business entity, or of a certificate of authorization if a foreign business entity.

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.

5.5 Scrutinized Companies - Termination by the Department.

The Department may, at its option, terminate the Contract if the Contractor is found to have submitted a false certification as provided under section 287.135(5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel.

5.6 Cooperation with Inspector General.

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.

5.7 Foreign Country of Concern Attestation.

If the Contract or Customer’s purchase order issued pursuant to this Contract grants the Contractor access to an individual’s personal identifying information as defined in section 501.171, F.S., the Customer shall provide the Form PUR 1355, “Foreign Country of Concern Attestation Form,” available at: http://www.flrules.org/Gateway/reference.asp?No=Ref-15958 to the Contractor, and https://gcc02.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.flrules.org%2FGateway%2Freference.asp%3FNo%3DRef-15958&data=05%7C02%7CJesse.Marks%40dms.fl.gov%7C6083f612a742498174e908dc171c5717%7Ced173fed38394a3ca952140e906fed8d%7C0%7C0%7C638410657760136204%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=rpBCPJOi9FVr%2FqHB1bJ2oMzVn5bFOokEAqIr%2Byq8of8%3D&reserved=0

Oracle America, Inc. Contract No. 43230000-NASPO-16-ACS Page 7 of 17 the Contractor must, prior to execution, extension, or renewal of this Contract or Customer purchase order, complete and submit to the applicable Governmental Entity the Form PUR 1355.

SECTION 6. MISCELLANEOUS.

6.1 Subcontractors.

The Contractor will not subcontract any work for professional or consulting services under the Contract without prior written consent of the Department. The Contractor is fully responsible for the completion of all subcontracted work for professional or consulting services in accordance with an applicable Statement of Work. The Department supports diversity in its procurements and contracts, and requests that the Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority-owned small businesses. The Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on certified small business enterprises available for subcontracting opportunities.

6.2 Assignment.

See section 5 (Assignment/Subcontracts) of Attachment A to the Master Agreement.

6.3 Independent Contractor.

In the event of any assignment, the Contractor remains responsible for any obligations it has under the Contract prior to the effective date of the assignment.

See section 14 (Independent Contractor) of Attachment A to the Master Agreement.

6.4 Inspection and Acceptance of Commodities.

6.4.1 Risk of Loss.

The provisions of this section (6.4.1 Risk of Loss) apply only to hardware associated with Cloud at Customer (C@C) Cloud Services ordered under the Contract. Matters of inspection and acceptance are addressed in section 215.422, F.S. Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor will be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer will: record any evidence of visible damage on all copies of the delivering carrier’s bill of lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier’s bill of lading and damage inspection report.

6.5 Ombudsman.

A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this office are found in section 215.422, F.S., which include disseminating information relative to prompt payment and assisting contractors in receiving their payments in a timely manner from a Customer. The Vendor Ombudsman may be contacted at (850) 413-5516.

mailto:osdhelp@dms.myflorida.com

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6.6 Waiver.

See section 33 (Waiver of Breach) of Attachment A to the Master Agreement.

6.7 Modification and Severability.

Purchase Orders issued in accordance with this agreement, and any subsequent written agreements may only be modified by written agreement between the Customer and the Contractor.

This Contract may only be modified by written agreement between the Department and the Contractor.

See section 44.k(i) of Attachment A to the Master Agreement.

6.8 Cooperative Purchasing.

Pursuant to their own governing laws, and subject to the agreement of the Contractor, governmental entities that are not Customers may make purchases under the terms and conditions contained herein, if agreed to by Contractor. Such purchases are independent of the Contract between the Department and the Contractor, and the Department is not a party to these transactions. Agencies seeking to make purchases under this Contract are required to follow the requirements of Rule 60A-1.045(6), F.A.C.

SECTION 7. LIABILITY AND INSURANCE.

See section 16 (Insurance) of Attachment A to the Master Agreement.

7.1 Indemnification.

To the extent not prohibited by Florida law, section 13 (Indemnification) of Attachment A to the Master Agreement shall apply.

7.2 Limitation of Liability.

To the extent not prohibited by Florida law, 44.f (Limitation of Liability) of Attachment A to the Master Agreement shall apply.

SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT, AND

INTELLECTUAL PROPERTY.

8.1 Public Records.

8.1.1 Termination of Contract.

The Department may terminate the Contract for refusal by the Contractor to allow access to 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.

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8.1.2 Statutory Notice.

Pursuant to section 119.0701(2)(a), F.S. if applicable, 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

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.

8.2 Protection of Trade Secrets or Otherwise Confidential Information.

See section 8 (Confidentiality, Non-Disclosure, and Injunctive Relief) of Attachment A to the Master Agreement.

8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information.

If the Contractor considers any portion of materials to be trade secret under section 688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the Contractor must

Oracle America, Inc. Contract No. 43230000-NASPO-16-ACS Page 10 of 17 clearly designate that portion of the materials as trade secret or otherwise confidential when submitted to the Department.

8.2.2 Indemnification Related to Confidentiality of Materials.

If an action is brought pursuant to Chapter 119 of the Florida Statutes or the “Public Records Law,” to compel the Department to disclose information marked trade secret or otherwise confidential under Florida or federal law, the Contractor agrees that it will intervene in the action through its counsel, provided that the Department notifies the Contractor promptly in writing, not later than 30 days after the Department receives notice of the claim (or sooner if required by applicable law). Provided that the Department provides notice as described in the prior sentence, the Contractor will defend, indemnify and hold harmless the Department for claims, costs, damages, fines, and attorney’s fees awarded against the Department in such an action and costs and expenses related to the cause of action brought by a third party.

8.3 Document Management.

See section 26 (Records Administration and Audit) of Attachment A to the Master Agreement.

8.4 Intellectual Property.

See section 1(Data Ownership and Rights Granted) of Exhibits 1, 2, 3 to Attachment A to the Master Agreement.

SECTION 9. DATA SECURITY.

The Contractor will maintain appropriate technical and organizational security measures as identified in this section and identified in the Contractor's product-specific and/or service-specific documentation for the Processing of Your Content designed to prevent accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Information. These security measures govern all areas of security applicable to the Services, including physical access, system access, data access, transmission and encryption, input, data backup, data segregation and security oversight, enforcement and other security controls and measures.

For Cloud Services, Your Content will be stored in the data center region You choose and as specified in Your Order for such services or, if applicable, the geographic region that You have selected when activating such Services, and Your Content stays within such region unless You choose to move Your Content outside the region. The Contractor shall maintain multiple regions within the continental United States, and the Customer shall select the United States data center region. Pursuant to FAC 60GG-4.002(6), the Contractor will not host, store, or move where any State of Florida data is hosted or stored outside the United States.

The Contractor has implemented controls and policies designed to detect and promptly respond to incidents that create suspicion of or indicate destruction, loss, alteration, unauthorized disclosure or access to Your Content (as such term is defined in the Master Agreement) transmitted, stored or otherwise Processed. The Contractor will promptly define escalation paths to investigate such incidents in order to confirm if an Information Breach has occurred, and to take reasonable measures designed to identify the root cause(s) of the Information Breach, mitigate any possible adverse effects and prevent a recurrence.

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The Contractor will notify you of a confirmed Information Breach without undue delay but at the latest within 24 hours. As information regarding the Information Breach is collected or otherwise reasonably becomes available to the Contractor, the Contractor will also provide You with (i) a description of the nature and reasonably anticipated consequences of the Information Breach; (ii) an anticipated timeline of the measures taken to mitigate (which may include remediation or cure) and any possible adverse effects and prevent a recurrence; and (iii) where possible, information about the types of information that were the subject of the Information Breach.

Additionally, the Contractor must adhere to the applicable requirements for reporting of data breaches as defined in Section 501.171, F.S.

See Section 8 (Confidentiality, Non-Disclosure, and Injunctive Relief) of Attachment A to Master Agreement and the Services Specifications (as defined in Section 2 (Definitions) of the Master Agreement), which include Hosting and Delivery Policies, and the Data Processing Agreement.

SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS.

10.1 Gratuities.

The Contractor will not, in connection with this Contract, directly (1) offer, give, or agree to give anything of value to anyone as consideration for any State of Florida officer’s or employee’s decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone anything of value for the benefit of, or at the direction or request of, any State of Florida officer or employee.

10.2 Lobbying.

In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used for the purpose of lobbying the Legislature, the judicial branch, or the Department. Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding the Contract after the Contract is executed and during the Contract term.

10.3 Communications.

10.3.1 Contractor Communication or Disclosure.

The Contractor shall not make any public statements, press releases, publicity releases, or other similar communications concerning the Contract, its subject matter, or any information that pertains to the potential work or activities covered by the Contract, without first notifying the Contract Manager and securing the Customer’s prior written consent.

SECTION 11. CONTRACT MONITORING.

11.1 Performance Standards.

The Contractor agrees to perform all applicable tasks, deliverables, and services as set forth in the Contract and the applicable Ordering Document. The Department and the Customer will be entitled at all times, upon request, to be advised as to the status of work being done by the Contractor and of the details thereof.

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11.2 Performance Deficiencies and Financial Consequences of Non-Performance.

11.2.1 Proposal of Corrective Action Plan.

See section 10 (Defaults and Remedies) of Attachment A to the Master Agreement.

11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure.

See section 10 (Defaults and Remedies) of Attachment A to the Master Agreement.11.3 Performance Delay.

11.3 Performance Delay.

11.3.1 Notification.

See section 31 (Warranties, Disclaimers, and Exclusive Remedies) of Attachment A to the Master Agreement.

11.3.2 Liquidated Damages.

See sections 10 (Defaults and Remedies) and 31 (Warranties, Disclaimers, and Exclusive Remedies) of Attachment A to the Master Agreement.

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

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 any failure or delay in performance of the Contract that is beyond the reasonable control and without the fault or negligence of the Department.

See section 12 (Force Majeure) of Attachment A to the Master Agreement.

SECTION 12. CONTRACT AUDITS.

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 of Contractor’s compliance with its obligations under this Master Agreement and any applicable purchase orders. The Department shall limit the number of audits of Contractor per fiscal year to a reasonable amount.

12.2 Payment Audit.

See section 26 (Records Administration and Audit) of Attachment A to the Master Agreement.

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

Oracle America, Inc. Contract No. 43230000-NASPO-16-ACS Page 13 of 17 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. Notwithstanding the foregoing, Oracle shall not be compelled to produce any confidential or proprietary information unrelated to the Contract.

SECTION 13. BACKGROUND SCREENING AND SECURITY.

13.1 Background Check.

Oracle, or its agent, performs a background check at the Contractor’s expense on employees hired on or after January 1, 2003 in the United States. As of the effective date of this Participating Addendum, the background check is used to attempt to: (i) ascertain an employee’s previous employment with up to three (3) employers within the five (5) years preceding the date of the check;

(ii) ascertain an employee’s highest degree earned; (iii) assess any public criminal records uncovered for an employee within the seven (7) years preceding the date of the check; and (iv) check for matches on the Office of Foreign Asset Control’s Specially Designated Nationals and Foreign Sanctions Evaders Lists. The background check is adjudicated by Oracle. While all criminal records are individually assessed in accordance with applicable laws and agency guidance, generally, significant crimes involving violence, dishonesty, and certain drug-related offenses are considered disqualifiers, except where a diversion program was successfully completed and/or the case was discharged or judicially dismissed. In general, international transfers and individuals with valid United States government issued security clearance are not subject to a background check. Processing and procedural variances may apply to students/interns, university recruiting hires, and to employees of companies acquired by Oracle.

Any additional background screening or re-screening terms or requirements will be mutually agreed upon with the Contractor and Customer in the Ordering Document.

13.2 E-Verify.

The Contractor shall register with and use the U.S. Department of Homeland Security’s (DHS) E- Verify system to verify the work authorization status of all new employees of the contractor in accordance with section 448.095, F.S. If subcontractors are used, the Contractor shall flow down the following term to the subcontractor in any subcontracting agreement and maintain a copy of the subcontractor’s affidavit for the duration of the contract:

“Subcontractor shall register with and use the U.S. Department of Homeland Security’s (DHS) E- Verify system to verify the work authorization status of all new employees of subcontractor in accordance with section 448.095, F.S. Subcontractor shall provide to Contractor an affidavit in accordance with paragraph (5)(b) of section 448.0985.”

13.3 Confidentiality.

See section 8 (Confidentiality, Non-Disclosure, and Injunctive Relief) of Attachment A to the Master Agreement. The provisions of section 8 of Attachment A to the Master Agreement shall, for purposes of this Participating Addendum and any subsequently issued Purchase Orders, also apply to customer data which is otherwise confidential under Florida or federal law.

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SECTION 14. WARRANTY OF CONTRACTOR’S ABILITY TO PERFORM.

The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor’s ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of the Contract.

SECTION 15. CONTRACT REPORTING.

The Contractor shall provide the following reports associated with this Contract:

15.1 Contract Quarterly Sales Reports.

The Contractor shall submit Quarterly Sales Reports in the manner and format required by the Department within 30 calendar days after the close of each State fiscal quarter (the State’s fiscal quarters close on September 30, December 31, March 31, and June 30).

The Quarterly Sales Report template can be found here: Quarterly Sales Report Format / Vendor Resources / State Purchasing / Business Operations / Florida Department of Management Services - DMS (myflorida.com). Initiation and submission of the Quarterly Sales Report posted on the DMS website is the responsibility of the Contractor without prompting or notification from the Department. If no sales are recorded in two consecutive quarters, the Contractor may be placed on probationary status, or the Department may terminate the Contract. Failure to provide the Quarterly Sales Report, or other reports requested by the Department, will result in the imposition of financial consequences and may result in the Contractor being found in default and the termination of the Contract.

15.2 Certified and Minority Business Enterprises Reports.

Oracle will, after the Department or Customer’s written request sent to supplierdiversity_us@oracle.com, email the Department or Customer at the email address provided, the following information about the US dollar amount of indirect procurement spend paid by Oracle to diverse suppliers who supply to Oracle in the United States. Oracle will share the aggregate quarterly spend paid by Oracle to such diverse suppliers in the most recent quarter for which such information is available. Indirect procurement spend is the expenditure on goods and services for day-to-day internal business operations (e.g., office supplies, printers, computer, maintenance, etc.). Diverse suppliers are suppliers who identify themselves to Oracle as woman-owned, minority-owned, veteran-owned, disabled veteran-owned and/or HubZoned business enterprises.

15.3 Ad Hoc Sales Reports.

The Department may request additional Contract sales information that is directly related to the Contract, such as copies of purchase orders or ad hoc sales reports. The Contractor shall submit these documents and reports within the timeframe specified by the Department.

DocuSign Envelope ID: 6345327D-2989-4F1B-BEE8-9658F239C93B https://www.dms.myflorida.com/business_operations/state_purchasing/vendor_resources/quarterly_sales_report_format https://www.dms.myflorida.com/business_operations/state_purchasing/vendor_resources/quarterly_sales_report_format https://www.dms.myflorida.com/business_operations/state_purchasing/vendor_resources/quarterly_sales_report_format

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15.4 MFMP Transaction Fee Reports.

The Contractor shall submit complete monthly MFMP Transaction Fee Reports to the Department.

Reports are due 15 calendar days after the end of each month. Information on how to submit MFMP Transaction Fee Reports online can be located at https://www.dms.myflorida.com/business_operations/state_ purchasing/myfloridamarketplace/mfmp_vendors/transaction_fee_and_reporting. Assistance with transaction fee reporting is also available from the MFMP Customer Service Desk by email at feeprocessing@myfloridamarketplace.com or telephone at 866-FLA-EPRO (866-352-3776) from 8:00 a.m. to 6:00 p.m. Eastern Time.

SECTION 16. FINANCIAL CONSEQUENCES.

Financial Consequences: The Department reserves the right to impose financial consequences when the Contractor fails to comply with the requirements of the Contract. The following financial consequences will apply for the Contractor’s non-performance under the Contract. The Customer and the Contractor may agree to add additional Financial Consequences on an as-needed basis beyond those stated herein to apply to that Customer’s resultant contract or purchase order. The State of Florida reserves the right to withhold payment or implement other appropriate remedies, such as Contract termination or nonrenewal, when the Contractor has failed to comply with these provisions of the Contract. The Contractor and the Department agree that the financial consequences for non-performance are an estimate of damages which are difficult to ascertain and are not penalties.

The financial consequences will be paid via check or money order and made out to the Department of Management Services in U.S. 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 month or quarter, respectively, thereafter.

Financial Consequences Chart

Deliverable Performance

Metric Performance Due

Date

Financial Consequence for Non-Performance

Contractor will timely submit complete Quarterly Sales Reports

All Quarterly Sales Reports will be submitted timely with the required information

Reports are due on or before the 30th calendar day after the close of each

State fiscal quarter

$250 Per Calendar Day Late/Not

Received by the Contract Manager

Contractor will timely complete

MFMP Transaction Fee Reports

All MFMP Transaction Fee Reports will be submitted timely with the required information

Reports are due on or before the 15th calendar day after the close of each month

$100 Per Calendar Day Late/Not

Received by the Contract Manager https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/transaction_fee_and_reporting https://www.dms.myflorida.com/business_operations/state_purchasing/myfloridamarketplace/mfmp_vendors/transaction_fee_and_reporting mailto:feeprocessing@myfloridamarketplace.com

Oracle America, Inc. Contract No. 43230000-NASPO-16-ACS Page 16 of 17

No favorable action will be considered when Contractor has outstanding Contract Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation owed to the Department or Customer, to include fees / monies, that is…