Signed+-+Information+Security+Services.pdf

NASPO ValuePoint

PARTICIPATING ADDENDUM

INFORMATION SECURITY SERVICES

Led by the State of Idaho

Master Agreement #: MA202201112-05 Contractor: MGT OF AMERICA CONSULTING, LLC

Participating Entity: STATE OF NORTH DAKOTA

Scope and Participation:

1. Scope:

This Participating Addendum includes the entire scope of the products and services available through the Master Agreement.

• Category 3: Breach Coach Services Any scope exclusions specified herein apply only to this Participating Addendum and shall not amend or affect other participating addendums or the Master Agreement itself.

2. Participation: This Participating Addendum covers participation of Participating Entity in the above-referenced Master Agreement between the State of Idaho and Contractor for Information Security Services. This Participating Addendum may be used by all state agencies, institutions of higher education, cities, counties, districts, and other political subdivisions of the state, and nonprofit organizations within the state if authorized herein and by law. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

3. Term:

This Participating Addendum shall become effective as of the date of the last signature below and shall terminate upon the expiration or termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

This Participating Addendum shall be coterminous with the Master Agreement.

4. Primary Contacts: The following (or their named successors) are the primary contact individuals for this Participating Addendum:

CONTRACTOR:

Name: Claudia Hosang, Contracts Administrator – Sales Operations

Address: 4320 W Kennedy Blvd, Tampa, FL 33609

Telephone: 813-327-4717 ext. 1505

Fax:

Email: chosang@mgtconsulting.com mailto:chosang@mgtconsulting.com

PARTICIPATING ENTITY:

Name: Abigail Dschaak

Address: Office Of Management and Budget, State Procurement Office 4th Floor Capitol Tower, 600 East Boulevard Ave Dept 012, Bismarck, ND 58505

Telephone: 701-328-4912

Email: aadschaak@nd.gov

Participating Entity Modifications and Additions to the Master Agreement This Participating Addendum incorporates all terms and conditions of the Master Agreement as applied to the Participating Entity and Contractor, subject to the following limitations, modifications, and additions:

Any limitations, modifications, or additions specified herein apply only to the agreement and relationship between Participating Entity and Contractor and shall not amend or affect other participating addendums or the Master Agreement itself.

1. Cooperative Purchase: This Participating Addendum is a cooperative purchasing Contract established pursuant to North Dakota Century Code (N.D.C.C.) sections 54-44.4-13. This Participating Addendum is made available to state entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C. ch. 39-04.2, and the International Peace Garden. Participation in this open-ended Participating Addendum is not mandated; therefore, the estimated volume of this Participating Addendum is not known.

2. Confidentiality: In addition to Section 23, Contractor shall not use or disclose any information it receives from Participating Entity under this Participating Addendum that Participating Entity has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Contract or as authorized in advance by Participating Entity. Participating Entity shall not disclose any information it receives from Contractor that Contractor has previously identified as confidential and that Participating Entity determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota public records law, N.D.C.C. ch. 44-04. The duty of Participating Entity and Contractor to maintain confidentiality of information under this section continues beyond the Term of this Participating Addendum.

3. Data Security: Transmitting, processing and storing data from outside the continental

United States, including remote access to data, is prohibited unless approved in advance by Chief Information Officer of the State.

http://www.legis.nd.gov/cencode/t54c44-4.pdf?20130131153805 http://www.legis.nd.gov/cencode/t39c04-2.pdf?20130131161514

4. Payment: Amending Section 17, Payment after Acceptance is normally made within 45 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later.

5. Travel: In addition to Section B.6.1.1.2, The Participating Entity shall reimburse Contractor for expenses related to travel at amounts not to exceed those outlined below:

1) Lodging: Reimbursement shall not exceed the then current, published GSA rate for the travel location. Copies of receipts are required for lodging reimbursement. The Participating Entity shall not reimburse for incidental and miscellaneous expenses charged to the room, including: alcohol, telephone charges, or entertainment (e.g., movies).

2) Transportation. Air travel shall be reimbursed by the Participating Entity at the actual cost of air fare for coach class travel only. Contractor shall make air travel arrangements at least fourteen (14) days in advance whenever possible.

Reimbursement for rented, chartered, or contracted vehicle transportation shall be limited to reasonable rates as determined by the Participating Entity.

3) Meals: Meals shall be paid on a per diem basis for each day of travel at then current, published GSA per diem rate for the travel location. Per diem for the first and last day of travel shall be paid at seventy five percent (75%) of the GSA per diem rate.

Requests for per diem payments must include the start and end dates of travel, the location where the services are performed, and the allowable per diem amount for each trip on the billing/invoice.

Payment for any travel expenses that exceed the travel budget as agreed upon by the Parties must be approved by the Participating Entity.

6. Compliance with Public Records Law: Under the North Dakota public records law and subject to the Confidentiality clause of this Participating Addendum, certain records may be open to the public upon request.

Public records may include: (a) records Participating Entity receives from Contractor under this Participating Addendum, (b) records obtained by either Party under this Participating Addendum, and (c) records generated by either Party under this Participating Addendum.

Contractor agrees to contact Participating Entity immediately upon receiving a request for information under the public records law and to comply with Participating Entity’s instructions on how to respond to such request.

7. Termination:

a. Termination by Mutual Agreement. This Participating Addendum may be terminated by mutual consent of both parties executed in writing.

b. Early Termination in the Public Interest. Participating Entity is entering into this Participating Addendum for the purpose of carrying out the public policy of the State of North Dakota, as determined by its Governor, Legislative Assembly, Agencies and Courts. If this Participating Addendum ceases to further the public policy of the State of North Dakota, Participating Entity, in its sole discretion, by written notice to Contractor, may terminate this Participating Addendum in whole or in part.

c. Termination for Lack of Funding or Authority. Participating Entity by written notice to Contractor, may terminate the whole or any part of this Participating Addendum under any of the following conditions:

1) If funding from federal, state, or other sources is not obtained and continued at levels sufficient to allow for purchase of the services or supplies in the indicated quantities or term.

2) If federal or state laws or rules are modified or interpreted in a way that the services are no longer allowable or appropriate for purchase under this Participating Addendum or are no longer eligible for the funding proposed for payments authorized by this Participating Addendum.

3) If any license, permit, or certificate required by law or rule, or by the terms of this Participating Addendum, is for any reason denied, revoked, suspended, or not renewed.

4) Termination of this Participating Addendum under this subsection is without prejudice to any obligations or liabilities of either party already accrued prior to termination.

d. Termination for Cause. Participating Entity may terminate this Participating Addendum effective upon delivery of written notice to Contractor, or any later date stated in the notice:

1) If Contractor fails to provide services required by this Participating Addendum within the time specified or any extension agreed to by Participating Entity; or

2) If Contractor fails to perform any of the other provisions of this Participating

Addendum, or so fails to pursue the work as to endanger performance of this Participating Addendum in accordance with its terms.

The rights and remedies of the Participating Entity provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Participating Addendum.

8. Subcontractors: In addition to Section 5.1.6, all subcontractors authorized to provide services by Contractor may provide services to users of this Participating Addendum.

Participation of subcontractors will be in accordance with the terms and conditions set forth in the Master Agreement.

9. Indemnification: In addition to Section 33, Any attorney appointed to represent the Participating Entity must first qualify as and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under N.D.C.C. § 54-12-08.

Contractor also agrees to reimburse the Participating Entity for all costs, expenses and attorneys' fees incurred if the Participating Entity prevails in an action against Contractor in establishing and litigating the indemnification coverage provided herein.

10. Insurance: In addition to Section 21, Contractor shall secure and keep in force during the term of this Participating Addendum and Contractor shall require all subcontractors, prior to commencement of an agreement between Contractor and the subcontractor, to secure and keep in force during the term of this Participating Addendum, from insurance companies, government self-insurance pools or government self-retention funds, authorized to do business in North Dakota, the following insurance coverages:

a. Commercial general liability, including premises or operations, contractual, and products or completed operations coverages (if applicable), with minimum liability limits of $2,000,000 per occurrence

b. Workers compensation coverage meeting all statutory requirements. The policy shall provide coverage for all states of operation that apply to the performance of this Participating Addendum

c. Employer’s liability or “stop gap” insurance of not less than $2,000,000 as an endorsement on the workers compensation or commercial general liability insurance

11. Spoliation – Preservation of Evidence: Contractor shall promptly notify the Participating Entity of all potential claims that arise or result from this Participating Addendum.

Contractor shall also take all reasonable steps to preserve all physical evidence and information that may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and grants to the Participating Entity the opportunity to review and inspect such evidence, including the scene of an accident.

12. Alternative Dispute Resolution – Jury Trial: By entering into this Participating Addendum, the Participating Entity does not agree to binding arbitration, mediation, or any other form of mandatory Alternative Dispute Resolution. The parties may enforce the rights and remedies in judicial proceedings. The Participating Entity does not waive any right to a jury trial.

13. Severability: If any term of this Participating Addendum is declared to be illegal or unenforceable by a court having competent jurisdiction, the validity of the remaining terms is unaffected and, if possible, the rights and obligations of the Parties are to be construed and enforced as if this Participating Addendum did not contain that term.

14. Governing Law and Venue: In addition to Section 35, this Participating Addendum is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Participating Addendum must be adjudicated exclusively in the state District Court of Burleigh County, North Dakota. Each party consents to the exclusive jurisdiction of such court and waives any claim of lack of jurisdiction or forum non conveniens.

15. Attorney Fees: In the event a lawsuit is instituted by Participating Entity to obtain performance due under this Participating Addendum, and Participating Entity is the

INFORMATION SECURITY SERVICES

Led by the State of Idaho prevailing party, Contractor shall, except when prohibited by N.D.C.C. § 28-26-04, pay Participating Entity’s reasonable attorney fees and costs in connection with the lawsuit.

16. State Audit: In addition to section 22, all records, regardless of physical form, and the accounting practices and procedures of Contractor relevant to this Participating Addendum are subject to examination by the North Dakota State Auditor, the Auditor’s designee, or Federal auditors, if required. Contractor shall maintain all of these records for at least three

(3) years following completion of this Participating Addendum and be able to provide them upon reasonable notice. Participating Entity, State Auditor, or Auditor’s designee shall provide reasonable notice to Contractor prior to conducting examination.

17. Orders: Any order placed by a Purchasing Entity for a product or service available through the Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions), of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to the order.

IN WITNESS, WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

PARTICIPATING ENTITY CONTRACTOR

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

For questions regarding NASPO ValuePoint Participating Addendums, please contact the Cooperative Contract Coordinator team at ccc@naspovlauepoint.org.

Fully executed NASPO ValuePoint Participating Addendums must be submitted via email in PDF format to pa@naspovaluepoint.org.

A.Trey Traviesa

Chairman & CEO

8/11/2022

Abigail Dschaak

Procurement Officer

8/11/2022 mailto:ccc@naspovlauepoint.org mailto:pa@naspovaluepoint.org

The rights and remedies of the Participating Entity provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Participating Addendum.