SLED Procurement Addendum

This Addendum applies to Subscribing Entities that are:

• Public colleges, universities, community colleges, or other institutions of higher education;
• K-12 school districts or public educational agencies;
• State government agencies or departments; or
• County, municipal, or local government entities (collectively, "SLED Entities").

Private institutions that access cooperative purchasing vehicles listed in Section 3 are also subject to this Addendum where required by the applicable cooperative agreement.

Vendor acknowledges that SLED Entities are subject to public procurement laws, regulations, and institutional policies. Vendor agrees to:

• Cooperate with Subscribing Entity in completing required procurement documentation, including vendor registration, insurance certificates, and tax identification forms;
• Comply with applicable state and local procurement statutes, executive orders, and agency regulations, including requirements related to competitive bidding, sole-source justification, and contract approval;
• Provide such documentation as Subscribing Entity may reasonably require to demonstrate compliance with accessibility, data security, and financial responsibility requirements; and
• Not offer, pay, or accept any gift, gratuity, or inducement to or from any employee, officer, or agent of a SLED Entity in violation of applicable ethics or anti-corruption laws.

CoreOps may make the Service available to eligible SLED Entities through one or more cooperative purchasing agreements or consortia (e.g., NASPO ValuePoint, E&I Cooperative Services, TIPS/TAPS, state-specific higher education consortia). Subscribing Entities participating through a cooperative vehicle shall be entitled to the pricing and terms associated with that vehicle, which shall be incorporated by reference into the applicable Order Form.

Where Subscribing Entity utilizes a cooperative purchasing contract, this Addendum supplements (and does not replace) the terms of that cooperative agreement. In the event of conflict between a cooperative agreement and this Addendum, the cooperative agreement controls.

For inquiries about cooperative purchasing or existing contract vehicles, contact info@coreopsplatform.com.

Vendor agrees that:

• All pricing offered to SLED Entities shall be firm and fixed for the applicable subscription term as set forth in the Order Form;
• Pricing shall be no less favorable than pricing offered to similarly-situated customers under equivalent terms; and
• Vendor will provide itemized invoicing sufficient to meet Subscribing Entity's internal accounting and audit requirements.

SLED Entities are subject to annual appropriations cycles. The parties acknowledge that this Agreement may be funded through periodic appropriations by Subscribing Entity's governing body. If Subscribing Entity's governing body fails to appropriate funds for any future period, Subscribing Entity may terminate this Agreement upon written notice without penalty, provided Subscribing Entity has paid all amounts due through the date of termination ("Non-Appropriation Termination"). Non-Appropriation Termination shall not be treated as a default or breach by Subscribing Entity.

Subscribing Entity may be subject to public records laws (e.g., state Freedom of Information Acts, open records statutes) that require disclosure of certain government records upon request. Vendor acknowledges that this Agreement and related procurement documents may be subject to public disclosure.

Vendor shall designate in writing any portions of its proposal, documentation, or responses that it considers confidential or proprietary trade secret information. Subscribing Entity shall evaluate such designations in good faith; however, Subscribing Entity shall make the final determination regarding disclosure in accordance with applicable law and shall not be liable for disclosure made in compliance with a lawful public records request.

Where the Service processes student education records on behalf of a Subscribing Entity that is an educational institution, the following terms apply:

• Vendor is designated as a "school official" with "legitimate educational interest" as those terms are used under FERPA, solely for the purpose of providing the contracted Service;
• Vendor shall not disclose student education records to any third party without prior written authorization from the Subscribing Entity, except as required by law;
• Vendor shall not use student data for any commercial purpose, including advertising, profiling, or sale to third parties;
• Upon request by the Subscribing Entity, Vendor shall promptly return or securely destroy student education records in accordance with the Subscribing Entity's data retention schedule; and
• Vendor shall notify Subscribing Entity of any security breach or unauthorized disclosure of student education records as soon as practicable and in compliance with applicable breach notification laws.

Vendor represents and warrants that the Service is designed to conform to the Web Content Accessibility Guidelines (WCAG) 2.1, Level AA, and the accessibility requirements set forth in Section 508 of the Rehabilitation Act of 1973, as amended.

Vendor shall provide a current Voluntary Product Accessibility Template (VPAT) or Accessibility Conformance Report (ACR) upon request and shall make commercially reasonable efforts to remediate accessibility deficiencies identified by Subscribing Entity within a mutually agreed timeframe.

Subscribing Entity's obligations under this Agreement are conditioned upon Vendor's good-faith efforts to maintain and improve accessibility conformance throughout the subscription term. For accessibility documentation requests, contact info@coreopsplatform.com.

In addition to termination rights set forth in the Agreement, Subscribing Entity may terminate this Agreement for convenience upon sixty (60) days' prior written notice to Vendor.

Upon a termination for convenience, Subscribing Entity's sole obligation is payment of fees for Service access through the effective date of termination. Subscribing Entity shall not be liable for any anticipated profits, lost revenue, or other damages arising from a termination for convenience.

To the extent permitted by applicable law and the doctrine of sovereign immunity, each party agrees to indemnify, defend, and hold harmless the other party from and against claims, damages, and costs (including reasonable attorneys' fees) arising from: (a) the indemnifying party's breach of this Addendum or the Agreement; or (b) the indemnifying party's negligence or willful misconduct.

SLED Entity's indemnification obligations are subject to applicable constitutional and statutory limitations on governmental liability and sovereign immunity, and nothing herein constitutes a waiver of such immunity beyond what is expressly authorized by applicable law.

This Addendum and the Agreement shall be governed by the laws of the state in which the Subscribing Entity is located, without regard to conflict of law principles. Any legal action arising under this Addendum shall be brought in the courts of competent jurisdiction in such state.

Where the Subscribing Entity is a state agency or public institution, applicable state administrative dispute resolution procedures shall be exhausted before commencing litigation, to the extent required by law.

The following Sections shall survive the expiration or termination of this Addendum and the Agreement:

• Section 5 (Public Records)
• Section 6 (Student Data and FERPA)
• Section 9 (Indemnification)
• Section 10 (Governing Law and Jurisdiction)