State of Florida - PA 06.14.2024_Redacted.pdf

Cloud Services DMS Contract No. 43230000-23-ACS-TX

Cloud Services - Florida Participating Addendum

Florida Participating Addendum

This Alternate Contract Source No. 43230000-23-ACS-TX for Cloud Services (Participating Addendum), is between the Department of Management Services (Department), an agency of the State of Florida, located at 4050 Esplanade Way, Tallahassee, FL 32399 and Amazon Web Services, Inc. (the Contractor), located at 410 Terry North Avenue, Seattle, Washington 98109-5210 collectively referred to herein as the “Parties.”

WHEREAS, The State of Texas, acting by and through the Department of Information Resources (Texas DIR) and Amazon Web Services, Inc. executed the Contract for Product, Services, and Related Services DIR Contract No.

DIR-CPO-5172 (“Master Agreement”) on June 9, 2023.

WHEREAS, The Department and the Contractor wish to enter into an agreement pursuant to the Master Agreement, Appendix A, Section 4.2(C), as amended, to add additional terms and conditions.

THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

DEFINITION

Customer: The agency or eligible user that purchases commodities or contractual services pursuant to this Participating Addendum.

I. EFFECTIVE DATE AND TERM

A. Effective Date: This Participating Addendum is effective on May 16, 2024, or the date all signatures have been obtained, whichever is later.

B. Expiration Date: Coincides with the Master Agreement termination date. Pursuant to Sections 4.5 Survival and

11.2.6 Customer Rights Under Termination of the Master Agreement, the terms of purchase orders issued under the Master Agreement and this Participating Addendum may survive past the Master Agreement termination.

C. Termination: This Participating Addendum terminates upon:

1. Thirty calendar days’ written notice to the other Party; or

2. The termination of the Master Agreement; or

3. Written agreement executed by the Parties.

II. SCOPE

A. This Participating Addendum is an addendum to the Master Agreement, and all subsequent amendments, executed by the Texas DIR and the Contractor. The terms of the Master Agreement, as amended, and this Participating Addendum, to the extent permitted by the Master Agreement, shall govern the Customer’s (as defined below) and Department’s use and purchase of AWS Services. The most current iteration of the Master Agreement, which is incorporated as Exhibit A, can be viewed on The State of Texas’s website located at https://dir.texas.gov/contracts/dir-cpo-5172. Exhibit B, Contract Conditions, defines the relationship between the Department and the Contractor. Exhibit C, Purchase Order Terms and Conditions, defines the relationship between the Contractor and Customers. In the event of conflict, the order of precedence shall be: Exhibit A, this Participating Addendum, Exhibit B, then Exhibit C.

B. Additional terms and conditions for purchase orders must be agreed to and signed by the Customer and the

Contractor in a separate agreement in accordance with Section 4.2(C) of the Master Agreement, Appendix A, as modified.

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III. GENERAL PROVISIONS

A. Assignment: Except as provided for by the terms of the Master Agreement, the Contractor will not assign, delegate, or transfer any rights or obligations under this Participating Addendum without the prior written consent of the Department.

B. Amendments: Any amendment or modification to this Participating Addendum must be in writing signed by authorized signatories of both parties and will not be effective until executed by the Contractor and the Department.

IN WITNESS WHEREOF, the undersigned parties have caused this Participating Addendum to be signed on their behalf intending to be bound thereby.

BY AND BETWEEN:

STATE OF FLORIDA

Department of Management Services:

Signature: _______________________

Printed: _______________________

Title: _______________________

Date: _______________________

Amazon Web Services, Inc.:

Signature: _______________________

Printed: _______________________

Title: _______________________

Date: _______________________

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Secretary

5/16/2024 | 3:44 PM EDT

Pedro Allende

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Authorized Signatory

May 16, 2024

Steve Boyce

EXHIBIT A

Master Contract, Contract Pricing, and other Applicable Legal Documents

1. DIR-CPO-5172, The most current iteration of the Master Agreement is incorporated herein as Exhibit A. The Master Agreement, and all subsequent amendments, can be viewed on the State of Texas’s website located at https://dir.texas.gov/contracts/dir-cpo-5172.

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EXHIBIT B

Contract Conditions

Modification of Terms:

1. Payment Invoicing. Amazon Web Services, Inc. will be paid in accordance with section 215.422, F.S. The Contractor shall electronically submit invoices to the billing contact listed in the Service Offerings. Notwithstanding the foregoing, the Customer shall be obligated to pay for any Services rendered and shall be invoiced by the Contractor accordingly.

Contractor invoices shall include the Customer’s account information, invoice amount, billing period, services rendered, and Purchase Order number, if applicable. Information regarding Customer’s Service consumption shall be made available to Customer through the AWS Management Console, or such other successor tool that Contractor makes available to the Customer.

2. Orders. The Contractor must be able to accept the MyFloridaMarketPlace (MFMP) purchase orders by Customers, herein defined as “agencies” pursuant to section 287.012, F.S., and “eligible users” pursuant to Rule 60A-1.001(2), F.A.C.

Additional Terms:

1. Travel. Travel is not authorized or reimbursable under this Agreement.

2. Annual Appropriation. Termination for Non-Appropriation is addressed in the Master Agreement, as provided in

Master Agreement Section 11.2.1. Pursuant to section 287.0582, Florida Statutes, if the Participating Addendum binds the State of Florida or an agency for the purchase of services or tangible personal property for a period in excess of one fiscal year, the State of Florida’s performance and obligation to pay under the Participating Addendum is contingent upon an annual appropriation by the Florida Legislature. As soon as practicable, the Department shall provide the Contractor advanced written notice of such non-appropriation. Customer acknowledges it will be invoiced for any usage of AWS Services.

3. Florida 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), Florida Statutes. All payments issued by Facilities to the Contractor for purchases of commodities or contractual services under Chapter 287, F.S. shall be assessed Florida Transaction Fees of up to one percent (1%) as prescribed by Rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. The Contractor shall pay the Florida Transaction Fee and are subject to automatic deduction of the Florida Transaction Fee, when automatic deduction becomes available. Customer understands that the Contractor will adjust pricing in the Master Agreement and/or amend the discounts the Contractor provides to Florida Customers to reflect the Florida Transaction Fee. As soon as practicable the Department shall provide the Contractor advanced written notice of any change to the Florida Transaction Fees.

The Contractor shall submit any monthly reports required pursuant to Rule 60A-1.031, F.A.C. All such reports and payments are subject to audit. The Department will have grounds for declaring the Contractor in default if the Contractor fails to comply with the payment of the Florida Transaction Fee or reporting of payments, which may subject the Contractor to being suspended from business with the State of Florida.

4. Respect. Subject to the agency determination provided for in Section 413.036, Florida Statutes, the following statement applies:

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS ADDENDUM 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 ADDENDUM THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS ADDENDUM SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT

AGENCY ARE CONCERNED.

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Additional information about the designated nonprofit agency and the commodities or contractual services it offers is available at http://www.respectofflorida.org.

Contractor recognizes that Customer is required by section 413.036, F.S., to include the preceding clause. For the avoidance of doubt, services available under this Agreement are not offered by Respect of Florida as of the effective date of this Agreement.

5. Pride. Subject to the agency determination provided for in Sections 946.515 and 287.042(1), Florida Statutes, the following statement applies:

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS ADDENDUM 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), FLORIDA STATUTES; AND FOR PURPOSES OF THIS ADDENDUM THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS ADDENDUM 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 http://www.pride-enterprises.org.

Contractor recognizes that Customer is required by sections 946.515 and 287.042(1), F.S., to include the preceding clause. For avoidance of doubt, services available under this Agreement are not offered by Pride of Florida as of the effective date of this Agreement.

6. Vendor Certification. The Department may, at its option, terminate the Participating Addendum 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 Petroleum Energy Sector 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.

7. Cooperation with Inspector General. Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor, understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing related to the Participating Addendum. Upon request of the Inspector General or any other authorized State official, the Contractor shall provide any type of information the Inspector General reasonably deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records relating to the Participating Addendum, or other documents relating to the Participating Addendum. The Contractor shall retain such records for three (3) years after the expiration of the Participating Addendum, or the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dos.myflorida.com/library-archives/records-management/general-records-schedules/), whichever is longer.

8. Public Records. The Department may unilaterally cancel this Participating Addendum for refusal by the Contractor to comply with this section by not allowing public access to all documents, papers, letters or other material made or received by the Contractor in conjunction with the Participating Addendum, unless the records are exempt from section 24(a) of Article I of the Florida Constitution and section 119.07(1), Florida Statutes. Solely for the purposes of this section the contract manager is the agency custodian of public records, unless another is designated per (e), below. If, under a resulting Participating Addendum or purchase order, the Contractor is providing services and is acting on behalf of a public agency, as provided by section 119.0701, Florida Statutes. 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 reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, 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 Participating Addendum term and following the completion of the Participating Addendum the Contractor does not transfer the records to the public agency;

d. Upon completion of the Participating Addendum, 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 Participating

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Addendum, 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 Participating Addendum, 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; and

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 ADDENDUM,

CONTACT THE CUSTODIAN OF PUBLIC RECORDS OF THE ORDERING

ENTITY.

Contractor recognizes that Customer is required to include the preceding clause. For avoidance of doubt, Contractor is not serving as a custodian of public records, or otherwise acting on behalf of a public agency.

9. Dispute Resolution, Governing Law, and Venue. This Participating Addendum shall be construed in accordance with and shall be enforceable under the laws of the State of Florida. Any dispute arising hereunder shall be resolved by a state or federal court of competent jurisdiction residing in Leon County, Florida.

10. Suspended, Convicted, Antitrust Violator, and Discriminatory Vendor Lists. The Contractor represents that its entry into this Participating Addendum will not violate the provisions of the Public Entity Crime Act, Section 287.133, Florida Statutes, or Antitrust Violator List, Section 287.137, Florida Statutes. The Contractor further represents that:

there has been no determination that it committed a "public entity crime" as defined by Section 287.133, Florida Statutes;

it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether the Contractor has been placed on the convicted vendor list; it has not been placed on the "discriminatory vendor list" as provided in Section 287.134, Florida Statutes; it is not a "scrutinized company" pursuant to Sections 215.473 or 215.4725, Florida Statutes; it is not, and for the duration of the Agreement will not be, ineligible to contract with Customer on any of the grounds stated in Section 287.135, Florida Statutes; and it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes.

11. E-Verify. 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 in the United States of the Contractor in accordance with section 448.095, F.S. To the extent the Contractor utilizes subcontractors, the Contractor shall obtain an affidavit from its subcontractors in accordance with paragraph (5)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the duration of the Contract.

Pursuant to sub-paragraph (5)(c)1 of section 448.095, F.S., if the Department has a good faith belief that the Contractor has knowingly violated section 448.09(1), F.S., it will terminate the Participating Addendum. If terminated for such reason, the Contractor will not be eligible for award of a public contract for at least one year after the date of such termination. The Department reserves the right to order the immediate termination of any contract between Amazon Web Services, Inc. should the Department develop a good faith belief that the subcontractor has knowingly violated section 448.095(1), F.S. For the avoidance of doubt, the Parties clarify that the requirements of this provision are applicable only to Contractor’s employees located within the United States.

12. Inspection of Records, Papers, and Documents. In accordance with section 216.1366, F.S., the Department is authorized to inspect the: (a) financial records, papers, and documents of Contractor that are directly related to the performance of the Participating Addendum or the expenditure of state funds that are directly related to performance of the Participating Addendum; and (b) programmatic records, papers, and documents of Amazon Web Services, Inc.

which the Department determines are necessary to monitor the performance of the Participating Addendum or to ensure that the terms of the Participating Addendum are being met. Amazon Web Services, Inc. shall provide such records, papers, and documents requested by the Department within 10 Business Days after the request is made.

13. Purchases Prerequisites. Before fulfilling any Customer purchases and receiving payment, the Contractor must have met the following requirements, unless further notated below:

• Have an active registration with the Florida Department of State, Division of Corporations (www.sunbiz.org), or, if exempt from the registration requirements, provide the Department with the basis for such exemption.

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EXHIBIT C

Purchase Order

Terms & Conditions Effective January 3, 2024

Section 1. Purchase Order.

A. Composition and Priority.

The Contractor agrees to provide commodities or contractual services to the Customer within the manner and at the location specified in the Purchase Order, and any attachments to the Purchase Order. These Purchase Order Terms and Conditions, whether generic or specific, shall take precedence over any inconsistent or conflicting provision in the State of Florida, General Contract Conditions, PUR 1000. For the avoidance of doubt, these MFMP Purchase Order Terms and Conditions have been modified through mutual negotiation between the Department and the Contractor and take precedence over the version available online at:

https://www.dms.myflorida.com/business operations/state purchasing/myfloridamarketplace/mfm p agency customers/po terms conditions.

B. Initial Term.

Unless otherwise specified, the Purchase Order begins on the date of issuance. Contractual services or commodities to be provided by the Contractor shall be completed by the date specified on the Purchase Order end date.

Section 2. Performance.

Service level agreements are as defined in Appendix D of the Master Agreement.

Section 3. Payment and Fees.

A. Payment Invoicing.

Payment Invoicing will be made in accordance with Section 1 - Invoicing, of Exhibit B to the Participating Addendum and Section 5.1 - Service Fees, of Appendix D to the Master Agreement.

The Contractor may contact the vendor ombudsman within the Florida Department of Financial Services at (850) 413-5516 if having trouble obtaining timely payments.

B. MyFloridaMarketPlace Fees.

The following language is included pursuant to rule 60A-1.031, Florida Administrative Code:

The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(22), Florida Statutes. Payments issued by Agencies or Eligible Users to Vendors for purchases of commodities or contractual services are subject to Transaction Fees, as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. the Contractor for purchases of commodities or contractual services under Chapter 287, F.S. shall be assessed Florida Transaction Fees of up to one percent (1%) as prescribed by Rule 60A-1.031, Florida Administrative Code, or as may otherwise be established by law. Vendors shall submit monthly reports required by the rule. All reports shall be subject to audit. Failure to pay Transaction Fees or submit reports shall constitute grounds for default and exclusion from business with the State of Florida. As soon as practicable, the Department shall provide the Contractor advanced written notice of any change to the Transaction Fees.

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C. Payment Audit.

Records of costs incurred under terms of the Purchase Order shall be maintained and made available to the Customer upon request at all times during the period of the Purchase Order, and for a period of three years thereafter. Records of costs incurred shall include commercially available documents related to amounts of Services consumed under the Purchase Order, price(s) of the applicable Service(s), and invoices for charges incurred under the terms of the Purchase Order

Pursuant to section 287.0582, F.S., if the Purchase Order binds the State or an executive agency for the purchase of services or tangible personal property for a period in excess of one (1) fiscal year, the State of Florida's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Legislature. As soon as practicable, Customer shall provide the Contractor advanced written notice of such non-appropriation. Customer acknowledges it will be invoiced for any usage of AWS Services.

Section 4. Liability.

A. Liability Insurance.

The Contractor shall maintain insurance sufficient to adequately protect the Customer from any and all liability and property damage/hazards which may result from the performance of the Purchase Order. The Contractor can satisfy this requirement by any combination of primary liability, umbrella excess liability, and self-insurance coverage that results in the same protection. If required by the Customer and prior to commencing any work the Contractor shall provide reasonable assurance that all appropriate coverage is in full force.

Section 5. Compliance with Laws.

A. Conduct of Business.

The Contractor shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and authority.

Pursuant to subsection 287.058(1), F.S., the provisions of subparagraphs 287.058(1)(a)- (c), and (g), F.S., are hereby incorporated by reference, to the extent applicable.

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B. Cooperation with Inspector General.

Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor, understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing related to the Purchase Order. Upon request of the Inspector General or any other authorized State official, the Contractor shall provide any type of information the Inspector General reasonably deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records relating to the Purchase Order, or other documents relating to the Purchase Order.

The Contractor shall retain such records for three (3) years after the expiration of the Purchase Order, or the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dos.myflorida.com/library-archives/records-management/general-records-schedules/), whichever is longer.

C. Public Records.

To the extent required by the Florida Public Records Act, Chapter 119, F.S., the Contractor shall maintain and allow access to public records made or received in conjunction with the Purchase Order.

The Purchase Order may be terminated for cause by the Customer for the Contractor's refusal to allow access to public records. The parties further agree that to the extent a request for Confidential Information is made under applicable law, the Customer shall not make any disclosure without first providing the Contractor with reasonable advance written notice to enable the Contractor to seek a protective order or other remedy, including the filing of an objection or redactions to a proposed disclosure, to the extent permitted under applicable law. For avoidance of doubt, Contractor is not serving as a custodian of public records, or otherwise acting on behalf of a public agency.

D. Communications and Confidentiality.

The Contractor agrees that it shall make no statements, press releases, or publicity releases concerning the Purchase Order or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Purchase Order, or any particulars thereof, during the period of the Purchase Order, without first notifying the Customer’s Contract Manager or the Customer’s designated contact person and securing prior written consent.

E. Convicted and Discriminatory Vendor Lists.

In accordance with sections 287.133 and 287.134, F.S., an entity or affiliate who is on the Convicted Vendor List or the Discriminatory Vendor List may not perform work as a contractor, supplier, subcontractor, or consultant under the Purchase Order with any Customer.

Section 6. Termination.

Purchase Order terminations are governed by the Master Agreement. Termination for Convenience is detailed in Section 11.33. of the Master Agreement and Termination for Cause is detailed in Section 11.34.

Section 7. Subcontractors and Assignments.

A. Assignment.

Except as provided for by the terms of the Master Agreement, the Contractor will not assign, delegate, or transfer any rights or obligations under this Purchase Order without the prior written consent of the Customer.

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Section 8. Miscellaneous.

A. Independent Contractor.

The Contractor and its employees, agents, representatives, and subcontractors are not employees or agents of the Customer and are not entitled to the benefits of State of Florida employees. The Customer shall not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all of its subcontracts under the Purchase Order.

B. Governing Law and Venue.

This Purchase Order shall be construed in accordance with and shall be enforceable under the laws of the State of Florida. Any dispute arising hereunder shall be resolved by a state or federal court of competent jurisdiction in the State of Florida.

C. Waiver.

The delay or failure by the Customer or Contractor to exercise or enforce any of its rights under the Purchase Order shall not constitute waiver of such rights.

D. Modification and Severability.

The Purchase Order may only be modified by a change order agreed to by the Customer and the Contractor. Should a court determine any provision of the Purchase Order is invalid, the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Purchase Order did not contain the provision held to be invalid.

E. 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. To the extent The Contractor utilizes subcontractors, the Contractor shall obtain an affidavit from its subcontractors in accordance with paragraph (5)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the duration of the Contract. For the avoidance of doubt, the Parties clarify that the requirements of this provision are applicable only to Contractor’s employees located within the United States.

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