HomeMy WebLinkAboutCarahsoft - 123125PIGGYBACK PURCHASING
AGREEMENT
This Piggyback Purchasing Agreement ("this Agreement") is between Jefferson County, a
Washington state political subdivision and municipal corporation ("County"), and Carahsoft
Technology Corporation (UBI Number 603 053 226), a Corporation, having its principal offices at
11493 Sunset Hills Road, Suite 100, Reston, VA 20190 ("Contractor").
RECITALS
WHEREAS, pursuant to RCW 39.26.050 Jefferson County has entered into a one-time local use
agreement with the Washington Department of Enterprise Services which authorizes Piggyback
Purchasing and is attached as Appendix A.
WHEREAS, after complying with its competitive purchasing and solicitation requirements,
Contractor executed Washington Master Contract No. 051116 with the Washington Department of
Enterprise Services for cloud solutions for the Darwin Govern Program (including Darwin Al
Policy Engine and Darwin Al Navigator and Darwin Al Control Center) and the Darwin
Launchpad Program all as described in Darwin Al Proposal attached as Appendix B and Contractor
("Master Contract"), attached as Appendix C, and incorporated by reference.
WHEREAS, County and Contractor des' a to enter into this Agreement for the purpose of (1)
acknowledging a cooperative contractuaJ relationship under the Master Contract; and, (2)
establishing the terms and conditions by which Contractor may provide County with services or
purchases identified in the Master Contract.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein by
reference, the following mutual covenants and conditions, and any other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, County and
Contractor agree as follows:
1. Master Contract. Contractor affirms and ratifies the terms and conditions of the Master
Contract with the Washington Department of Enterprise Services and agrees to provide the
Purchases consistent with the Master Contract for County until all aspects of the Purchases
are completed. Contractor further agrees that for the purposes of interpretation and
enforcement of the Master Contract shall be considered a participating entity, including for
purposes of insurance and indemnification. Any rights, duties, or obligations the
Washington Department of Enterprise Services or a participating entity has under the
Master Contract shall inure to the benefit of County, and any rights, duties, or obligations
Contractor has under the Master Contract shall inure to the benefit of Contractor.
2. Term of Agreement. This Agreement shall be effective on the date the last party signs the
Agreement (the Effective Date) and shall remain in effect for five years from the Effective
Date, unless terminated or extended.
Scope of Work. Contractor shall perform the work required in the Master Contract for
County in Appendix A.
Piggl'bae"k Purckasv{q :1greeisew P3Ee 2
4. Compensation. The maximum compensation to be paid under this Agreement is required in
the Master Contract.
5. Termination. This Agreement may be terminated by either party upon 10-days written
notice, given pursuant to the notice provision in Section 6.
6. Notice. Each party's contract representative, as designated below, shall be responsible for
administering this Agreement for that party. A party may change its representative by
providing written notice to the other party.
Notices to County shall be sent to the following address:
Jefferson County Risk Management
P.O. Box 1220
Port Townsend, WA 98368
Notices to Contractor shall be sent to the following address:
Carahsoft Technology Corp;
11493 Sunset Hills Road
Suite 100
Reston, VA 20190
Any notice required under this Agreement shall be in writing and deemed received on the
date personally delivered to other party's contract representative, or on the third day after
deposit by registered or certified fast -class U.S. mail, postage prepaid and properly
addressed.
7. Disputes. The parties agree to use their best efforts to prevent and resolve disputes before
they escalate into claims or legal actions. Any disputed issue not resolved pursuant to the
terms of this Agreement shall be submitted in writing within 10 days to County Risk
Manager, whose decision in the matter shall be final, but shall be subject to judicial review.
If either party deem it necessary to institute legal action or proceeding to enforce any right
or obligation under this Agreement, each party in such action shall bear the cost of its own
attorney's fees and court costs. Any legal action shall be initiated in the Superior Court of
the State of Washington for Jefferson County. The parties agree that all questions shall be
resolved by application of Washington law and that the parties have the right of appeal from
such decisions of the Superior Court in accordance with the laws of the State of
Washington. Contractor hereby consents to the personal jurisdiction of the Superior Court
of the State of Washington for Jefferson County.
of its subcontractors, employees, agents, and representatives, in providing the agreed
services in accordance with the specifications set out in this Agreement. Nothing in this
Agreement shall be considered to create the relationship of employer and employee between
the parties. Neither Contractor nor any employee of Contractor shall be entitled to any
benefits accorded County employees by virtue of the services provided under this
Agreement, including, but not limited to: retirement, vacation pay; holiday pay; sick leave
pay; medical, dental, or other insurance benefits; fringe benefits; or any other rights or
privileges afforded to Jefferson County employees. County shall not be responsible for
withholding or otherwise deducting federal income tax or social security or for contributing
to the state industrial insurance program, otherwise assuming the duties of an employer with
respect to Contractor, or any employee of Contractor
10. Public Records Act. Notwithstanding the provisions of this Agreement to the contrary, to
the extent any record, including any electronic, audio, paper or other media, is required to
be kept or indexed as a public record in accordance with the Washington Public Records
Act, Chapter 42.56 RCW, as may hereafter be amended, Contractor agrees to maintain all
records constituting public records and to produce or assist County in producing such
records, within the time frames and parameters set forth in state law. Contractor further
agrees that upon receipt of any written public record request, Contractor shall, within two
business days, notify County by providing a copy of the request per the notice provisions of
this Agreement.
11. Severability. Provided it does not result in a material change in the terms of this Agreement,
if any provision of this Agreement or the application of this Agreement to any person or
circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this
Agreement and the application this Agreement shall not be affected and shall be enforceable
to the fullest extent permitted by law.
12. Implied Terms. Each provision of law and any terms required by law to be in this
Agreement are made a part of this Agreement as if fully stated in it.
13. Contract documents. The Contract documents consist of this Agreement and its appendices
and exhibits.
14. Precedence. In the event of a conflict between or among the Contract documents, the order of
precedence shall be this Agreement, then Contractor Master Contract and then the Master
Contract and any of their appendices and exhibits.
15. Event of Conflict. In the event of any conflict or inconsistency between the provisions of
this Agreement and the Master Contract, the provisions of this Agreement shall prevail. If
the provisions of this Agreement are not in direct conflict, then the provisions of this
Agreement and the Master Contract shall be read together.
16. Counterparts/Electronic Signature. The parties agree that separate copies of this Agreement
may be signed by each of the parties and this Agreement shall have the same force and
effect as if all the parties had signed the original. The parties agree that facsimile and
electronic signatures shall have the same force and effect as original signatures..
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17. Non -Exclusive Agreement. County may at its discretion enter into multiple agreements to
obtain the same or similar services that are the subject of this Agreement or may have its
own employees perform the same or similar purchases contemplated by this Agreement.
18. Integrated Agreement. This Agreement together with attachments or addenda represents the
entire and integrated Agreement between County and Contractor and supersedes all prior
negotiations, representations, or agreements written or oral. No representation or promise
not expressly contained in this Agreement has been made. This Agreement supersedes all
prior or simultaneous representations, discussions, negotiations, and agreements, whether
written or oral, by County within the scope of this Agreement. Contractor ratifies and
adopts all statements, representations, warranties, covenants, and agreements contained in
its proposal, and the supporting material submitted by Contractor, accepts this Agreement
and agrees to all of the terms and conditions of this Agreement.
19. Modification of this Agreement. This Agreement may be amended only by written
instrument signed by both County and Contractor.
20. Maintenance of Records. Each party shall maintain books, records, documents and other
evidence that sufficiently and properly reflect all direct and indirect costs expended by
either to perform this Agreement. These records shall be subject to inspection, review or
audit by personnel of both parties, other personnel duly authorized by either party, the
Office of the State Auditor, and federal officials so authorized by law. All books, records,
documents, and other material relevant to this Agreement shall be retained for six years
after expiration of agreement. The Office of the State Auditor, federal auditors, the
Jefferson County Auditor, and any persons duly authorized by the parties shall have full
access and the right to examine these materials during this period. If any litigation, claim or
audit is started before the expiration of the six (6) year period, the records shall be retained
until all litigation, claims, or audit findings involving the records have been resolved.
Records and other documents, in any medium, furnished by one party to this Agreement to
the other party, shall remain the property of the furnishing party, unless otherwise agreed.
21. Authorization. Each party signing below warrants to the other party, that they have the full
power and authority to execute this Agreement on behalf of the party for whom they sign
with all terms binding commitments on behalf of the person signing and the party for which
they purport to act.
(SIGNATURES APPEAR ON THE NEXT PAGE)
Piggyback PurdlasrnK Pao"
JEFFERSON COUNTY WASHINGTON
Board of County Commissioners
Jefferso C unty, W hin
B y :
Shawn Frederick, Date
Central Services Director.*
Approved as to form only:
O C
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
* As delegated by the Jefferson County Board
of Commissioners on December 22, 2025
CARAHSOFT TECHNOLOGY CORD
Digitally signed by
Natalie
Natalie LeMay
LeMay Date:2025.12.31
By:
19:31:46-05'00'
Signature
Name: Natalie LeMay
Title: State and Local Contracts Manager
Date: 12/31 /2025
APPENDIX A — AGREEMENT WITH WDES
[Agreement with the Washington Department of Enterprise Services]
Viems hark Purchasing igreeinew Page
State of Washington
DEPARTMENT OF ENTERPRISE SERVICES
Attn: Contracts & Procurement
P.O. Box 41411
Olympia, WA 98504-1411
INSERT ELIGIBLE PURCHASER NAME
Jefferson County Public Health
Business Contact: Veronica Shaw
Tel: 360-385-9400
Email: veronica@co.jefferson.wa.us
Tax identification No.: 91_6001322
Washington State
DEPARTMENT OF
ENTERPRISE SERVICES
CONTRACT USAGE AGREEMENT
CUA no. and effective dates will be completed by DES
CUA No.: 2025CUAl476
Effective Date: June 12, 2025
Type of Eligible Purchaser
Washington state agency
Washington local governmental agency or
O( entity (e.g., counties, cities, school
I districts, public utility districts, etc.)
Higher Education
Federal governmental agency or entity
Tribe located in the State of Washington
CONTRACT USAGE AGREEMENT
FOR
DESIGNATED ENTERPRISE PROCUREMENT SOLUTIONS FOR GOODS/SERVICES ('CONTRACTS')
This Contract Usage Agreement ("Agreement") is made and entered into by and between the State of
Washington acting by and through the Department of Enterprise Services, a Washington State
governmental agency ("Enterprise Services") and the Jei`erson county PubiicHeatth Local government governmental
agency/entity ("Eligible Purchaser") and is dated and effective as June 12.2D25
RECITALS
A. The Washington State Legislature has authorized Enterprise Services to enter into
agreements with certain governmental agencies/entities (each an eligible purchaser) to
enable such entities to utilize certain contracts developed and/or administered by
Enterprise Services that function as enterprise procurement solutions to enable
Washington state agencies and other eligible purchasers to purchase goods and/or
services cost-effectively and efficiently from specified contractors at contracted prices,
terms, and conditions ("Contracts"). See RCW 39.26.050(1); RCW 43.19.005(2); and RCW
39.34.05S.
B. To enter into a Contract Usage Agreement with Enterprise Services as an Eligible
Purchaser, the agency/entity must be one of the following:
• Washington state agencies;
• Washington local governmental agencies or entities;
■ Higher Education;
• Federal governmental agencies or entities; or
• Tribes located in Washington state.
CONTRACT USAGE AGREEMENT FOR ELIGIBLE PURCHASERS No 2025CUA1476 Page number ? 04/01/24
AD-25-026
C. Eligible Purchasers who execute a Contract Usage Agreement with Enterprise Services
may utilize the following categories of enterprise procurement solutions for
goods/services, each a category of available Contracts:
■ Statewide Contracts. Contracts for goods/services developed and
implemented by Enterprise Services on behalf of the State of Washington
pursuant to the State's Procurement Code for Goods/Services (RCW
39.26). See RCW 39.26.OSO.
■ Cooperative Purchasing Agreements. Specified Cooperative purchasing
agreements for goods/services developed or joined by Enterprise
Services on behalf of the State of Washington. See RCW 39.26.060.
• Legislatively Directed Contracts. Certain 'mandatory use' or other
contracts for goods/services in which the Washington State Legislature
has specified for use by Washington state agencies and/or other eligible
purchasers—e.g., Correctional Industries contracts. See RCW 39.26.251.
Enterprise Services maintains a list of all such Contracts at its Contracts Webpage.
D. Eligible Purchaser desires to contract with Enterprise Services to access and use the
Contracts, subject to their terms and conditions.
E. The purpose of the Agreement is to establish the terms and conditions to authorize
Eligible Purchaser to use the Contracts.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties
agree as follows:
1. DURAnoN. This Agreement is effective as of the effective date stated herein and shall continue in force
unless terminated by either party upon thirty (30) calendar days prior written notice.
2. ELIGIBLE PURCHASER'S REPRESENTATIONS AND WARRANTIES. Eligible Purchaser makes each of the following
representations and warranties as of the effective date of this Agreement and at the time any order
is placed pursuant to any Contract by Eligible Purchaser. If, at the time of any such order, Eligible
Purchaser cannot make such representations and warranties, Eligible Purchaser shall not place any
such order and shall, within three (3) business days notify Enterprise Services, in writing, and
terminate this Agreement.
a. ELIGIBLE PURCHASER STATUS. Eligible Purchaser represents and warrants that, as set forth in RCW
39.26.OSO(1), RCW 43.19.005(2), and/or the Interlocal Cooperation Act (RCW 39.34), it is an
entity that is eligible to utilize Enterprise Services' Contracts. Eligible Purchaser further
represents and warrants that, upon request from Enterprise Services, Eligible Purchaser shall
provide documentation to confirm its eligibility to use the Contracts.
b. CONTRACT AUDITS. Eligible Purchaser represents and warrants that it shall cooperate with
Enterprise Services, the Office of the State Auditor, federal officials, and/or any third party
authorized by law or contract, in any audit conducted by such party pertaining to any
Contracts that Eligible Purchaser has made purchases from pursuant to this Agreement,
including providing records related to any purchases from such Contracts.
CONTRACT USAGE AGREEMENT FOR ELIGIBLE PURCHASERS NO 2025CUA1 476 Page number 2 04/01/24
AUTHORIZED USE; FINANCIAL RESPONSIBILITY. Eligible Purchaser understands and agrees that it shall:
(a) deal directly with the Contract's awarded contractor (i.e., the vendor, supplier, service supplier,
etc.) for any purchases it makes under the Contract, as authorized by this Agreement; and (b) assume
full and complete responsibility, financial and otherwise, for any purchases made pursuant to any
Contract.
4. SEPARATE REsaoNslawTv. Each party to this Agreement shall be responsible for the acts, errors, and
omissions of itself and it's own officers, employees, and agents acting within the scope of the
performance of this Agreement and within the scope of their authority.
5. RESOLVING CONTRACT PURCHASE DlspuTEs. The parties agree that, if there are any disputes between
Eligible Purchaser and a Contract contractor, Eligible Purchaser shall: (a) provide Enterprise Services
written notice of the nature of the dispute including the efforts undertaken to resolve the dispute;
and (b) unless otherwise provided in the Contract, work in good faith with the contractor to resolve
the dispute without the involvement of Enterprise Services. Enterprise Services may, upon request,
review and assist in the resolution of a dispute, and, if Enterprise Services chooses to do so, Eligible
Purchaser will cooperate with Enterprise Services in that resolution process. Enterprise Services, in
its sole discretion, may elect to resolve disputes with a contractor on behalf of Eligible Purchaser and
all other users of the applicable Contract. In such event, Enterprise Services' resolution shall be
binding.
6. AGREEMENT ADMINISTRATION &NoTIcEs.
a. AGREEMENT CONTACTS. The parties hereby designate the following agreement administrators
as the respective single points of contact for purposes of this Agreement. The parties may
change agreement administrators by written notice as set forth below.
Enterprise Services
Attn: Contracts & Procurement
Washington Dept. of Enterprise
Services PO Box 41411 Olympia,
WA 98504-1411
Email: CUA@des.wa.gov
Eligible Purchaser
Attn: Veronica Shaw
Address: Jefferson County Public Health
615 Sheridan St.
Port Townsend, WA 98368
Email: veronica(c?co.jefferson.wa.us
b. ADDITIONAL AGREEMENT CONTACTS FOR ELIGIBLE PURCHASER. If necessary or desired, Eligible
Purchaser may specify alternative or additional contacts for purposes of this Agreement (e.g.,
Eligible Purchaser may specify alternative or additional contacts for usage of certain Contracts
such as vehicle ordering); Provided, however, that such alternative or additional contacts
must utilize email notification to facilitate computer -generated cost-effective and efficient
communication between the parties. Eligible Purchaser may designate such additional
contacts at any time as set forth below.
c. NOTICES. Any notices required or desired shall be in writing and sent by U.S. mail (postage
prepaid) or email, and shall be sent to the respective addressee at the respective address or
email address set forth above or to such other address or email address as the parties may
specify in writing. Notices shall be deemed effective upon the earlier of receipt, if mailed, or,
if emailed, upon transmission to the designated email address of said addressee.
7_ GENERAL PROVISIONS.
CONTRACT USAGE AGREEMENT FOR ELIGIBLE PURCHASERS NO 2025CUA ! 476 Page number 3 Q4101/24
a. AGREEMENT AVAILABILITY. Prior to its entry into force, this Agreement shall be posted on the
Enterprise Services' website or other electronically retrievable public source as required by
RCW 39.34.040.
b. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding of
the parties with respect to the subject matter and supersedes all prior negotiations,
representations, and understandings between them. There are no representations or
understandings of any kind not set forth herein.
c. AMENDMENT OR MODIFICATION. Except as set forth herein, this Agreement may not be amended
or modified except in writing and signed by a duly authorized representative of each party
hereto.
d. AUTHORITY. Each party to this Agreement, and each individual signing on behalf of each party,
hereby represents and warrants to the other that it has full power and authority to enter into
this Agreement and that its execution, delivery, and performance of this Agreement has been
fully authorized and approved, and that no further approvals or consents are required to bind
such party.
e. No AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall
be or is intended to be created by or under this Agreement. Neither party is an agent of the
other party nor authorized to obligate it.
f. ASSIGNMENT. Eligible Purchaser may not assign its rights under this Agreement.
g. GOVERNING LAw. The validity, construction, performance, and enforcement of this Agreement
shall be governed by and construed in accordance with the laws of the State of Washington,
without regard to its choice of law principles that would provide for the application of the
laws of another jurisdiction.
h. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this
Agreement, the parties agree to exclusive jurisdiction in Thurston County Superior Court for
the State of Washington and agree that in any such action venue shall lie exclusively at
Olympia, Washington.
i. CAPTIONS & HEADINGS. The captions and headings in this Agreement are for convenience only
and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or
intent of this Agreement nor the meaning of any provisions hereof.
j. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Agreement or any
other ancillary agreement shall be deemed to have the same legal effect as delivery of an
original executed copy of this Agreement or such other ancillary agreement for all purposes.
CONTRACT USAGE AGREEMENT FOR ELIGIBLE PURCHASERS NO 2025CUA1476 Page number 04/01/24
k. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which counterparts together shall constitute the
same instrument which may be sufficiently evidenced by one counterpart. Execution of this
Agreement at different times and places by the parties shall not affect the validity thereof so
long as all the parties hereto execute a counterpart of this Agreement.
EXECUTED AND EFFECTIVE as of the day and date first above written.
Jefferson County PV
A GOVERNMENT AGENCY
Digitally signed by
Veronica K. Shaw
Date: 2025.0610
By: 15:33 58 -OTW'
Name. Veronica Shaw
Title: Deputy Director
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
A GOVERNMENT AGENCY
Rebecca
By: Linville
Name: Rebecca Linville
Digitally signed by
Rebecca Linville
Date: 2025,06.12
1128:25 -0T00'
Title: Washington State Chief Procurement Officer
Assistant Director, Contracts & Procurement
NOTE: Please sign in Adobe and submit this form electronically.
It will delay processing if you physically print and sign the form.
CONTRACT USAGE AGREEMENT FOR ELIGIBLE PURCHASERS NO. 2025CUA1476 Page number 5 04/01/24
k. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which counterparts together shall constitute the
same instrument which may be sufficiently evidenced by one counterpart. Execution of this
Agreement at different times and places by the parties shall not affect the validity thereof so
long as all the parties hereto execute a counterpart of this Agreement.
EXECUTED AND EFFECTIVE as of the day and date first above written.
JEFFERSON COUNTY PUBLIC HEALTH,
A LOCAL GOVERNMENT AGENCY
By: otq- 0!t C" I (:)&40
Name: Veronica Shaw
Title: Deputy Director
APPROVED AS TO FORM ONLY:
May 29, 2025
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
A GOVERNMENT AGENCY
Name: Rebecca Linville
Title: Washington State Chief Procurement Officer
Assistant Director, Contracts & Procurement
NOTE: Please sign in Adobe and submit this form electronically.
It will delay processing if you physically print and sign the form.
CONTRACT USAGE AGREEMENT FOR ELIGIBLE PURCHASERS NO Page number 5 04/01/24
APPENDIX B — PROPOSAL, INCLUDING SCOPE OF WORK
[Insert Proposal]
Plggthack' Purclaastn. :dgrc �raGnt Pa e
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PRO QUOTATION
CARAHSOFT TECHNOLOGY CORP
1493 �S RIIOO | RE�T�N'v|RG|N|AZOl9D
PHONE (703)B7l86OOiFAX 87I'850S|TOLL FREE (888)66CAKAH
vvVwVvIAn^HsOFrCo*A|S^lESPCupx*SoFT.cQKx
To Shawn Frederick
Director ofCentral Services
Jefferson County, VVA
poBox 1o2u
Port Townsend, vmAaoosuUSA
p*oms- mno 385-93e2
TERMS: Contract Number: om,n
NASPO Master Contract Number: /wRz*rz
Contract renniurnnzo1rmnyn5/2oxa
Shipping Point: FOB Destination
Credit Cards: VISA/MasterCard/AMEX
nemuTn� Same anAbove
Payment Terms: Net xo(On Approved Credit)
Sales Tax May Apply
pROx4� Megan Anderson
corahuvnTechnology Corp.
11483Sunset Hills Road
suhe10O
Reston, Virginia zo1no
EMAILMegan.Andersongcarahsoft.com
QQQTEw&
QUOTE DATE:
QUOTE EXPIRES
RFQ NO:
5x/nPImo�
TOTAL PRICE:
TOTAL QUOTE:
LINE NO. PART NO. DESCRIPTION
1 ofovem-Tl-250-49/ Darwin Govern ' Tier 1(1-csoEndpoints) annual license
Darwin Al, Inc o-Govern-Tl-2so
2 1 Darwin LaunchPau'Bundle vfoCustom Workflows '
Small ' annual license
Darwin Al, Inc 'o-Launuopau-3-S
'
xu8rOT�i
� TOTAL PRICE:
TOTAL QUOTE:
ompurchase order mc=ahsoftplease include the following:
^ Bill to- Name (13ocnthere is""°), email, phone and mailing address
" End user/Ship to. Name, email, phone and mailing ouureo
"npurchasing ""acontract vehicle, please include c"=h=m'"contract number.
" Includes all years mmulti-year contract
n03871-8506
61549892
1zna2o2a
1zo1mozn
eSD
$26,500.00
$26,500.00
QuOTepmc* CITY EXTENDED PRICE
' - - ------ —
$26,500.00
��00.00
$26,500.00
CONFIDENTIAL
meTs� 12/12/2025
�..,,=="1 "`=""""`
Darwin
September 2025
Darwin Al Proposal
for
Jefferson County
Darwin
Darwin
1. Executive Summary
Al is already reshaping how cities operate —from automating routine
processes to improving constituent engagement —but most governments
lack the infrastructure to manage this transformation securely and
strategically. Shadow AI, policy misalignment, and limited visibility into tool
usage create real risks as adoption accelerates.
Darwin proposes a phased partnership with Jefferson County to establish
the governance foundation and operational capabilities needed for
responsible, county wide Al integration. At the core of this partnership is the
Darwin GovernTMplatform, which provides county leaders with full visibility
and control over how Al is used across departments. Govern establishes
centralized guardrails, identifies unmanaged AI activity, and codifies the
county's AI policies —ensuring alignment with emerging standards,
compliance requirements, and internal expectations.
In tandem with Govern, Darwin will activate the Al Launchpad—a
structured, hands-on process to co -develop real, department -specific Al
agents and workflows. Built directly on top of the Govern platform, every
solution deployed through the Launchpad comes secure, compliant, and
ready for scale from day one. These automated, "agentic" tools are
developed in partnership with staff, based on real operational needs, and
embedded into day-to-day work where they deliver measurable value.
This two-part approach —Govern first, then Launchpad—ensures Jefferson
County can move confidently into the next phase of Al adoption: delivering
trusted, AI -powered services while maintaining the oversight, security, and
transparency expected of public institutions.
2. Darwin Govern" platform Overview:
The Darwin Govern'" platform supports state and local government
agencies in securely adopting Generative Al (GenAl) technologies by
providing comprehensive visibility and policy enforcement for Al usage
across organizations. Govern"" includes a suite of tools that ensure Al
applications align with agency standards, policies, and regulatory
frameworks. Key Components of the Darwin Govern" Platform include:
Darwin
2.1. Darwin Al Policy Engine
This engine helps agencies establish or refine their Al policies based
on specific needs, regulatory requirements, and industry standards:
2.1.1. Policy Creation: Generates an Al policy framework customized
for the agency's industry and regulatory environment.
2.1.2. Policy Enhancement: Enhances existing policies with a scoring
mechanism that aligns with industry benchmarks and the
agency's risk tolerance.
2.1.3. Policy Codification: Translates Al policy into a rule system that
is enforced across workstations.
2.2. Darwin Al Navigator
The Al Navigator provides deep visibility into Al activities across the
agency, using an embedded Al Patch tailored to the county's
established Al policies. This patch continuously monitors Al usage,
ensuring compliance across all users while identifying potential
Shadow Al applications. Key functionalities include:
2.2.1. Shadow Al Identification: The Navigator detects unauthorized
or unvetted Al applications, allowing IT and relevant county
personnel to assess these tools. Based on the findings,
applications can be approved, flagged for further exploration,
or restricted if deemed too risky.
2.3. Darwin Al Control Center
This engine monitors and analyzes Al usage across departments,
delivering actionable insights on usage patterns:
2.3.1. Cross -Departmental Insights: Tracks Al use cases and
provides insights into metrics such as the frequency of
sensitive data (like P11) being processed in Al applications.
2.3.2. Usage Analysis and Centralized Reporting: Empowers IT and
leadership with a comprehensive view of Al activities,
supporting informed decision -making and data -driven
governance with RIO analysis and license optimization.
3
Darwin
Darwin
2.3.3. Compliance Records Center: Ensures alignment with the
Freedom of Information Act (FOIA) by maintaining structured
records of Al usage across the organization. This feature
allows for efficient access to relevant information for FOIA
requests, supporting transparency and accountability.
2.4. Darwin Al Risk Center
Darwin's Al Risk Center detects unauthorized or unvetted Al
applications, providing visibility to relevant county personnel for tool
assessment.
2.4.1. Risk Score: Provides an overall agency Al risk score with
tailored suggestions for improvements.
2.4.2. Incident Reporting: Shows open incidents and incidents by
domain, with the ability to see them by tool or by department.
3. Darwin LaunchpadTM Program
The Darwin Launchpad'" helps agencies move from Al exploration to real
operational value. It compresses the entire Al lifecycle—from idea to live
deployment —into a secure, collaborative, and measurable process. Every
workflow is built directly on the Govern'" infrastructure, ensuring that each
agentic workflow is compliant, auditable, and policy -aligned from day one.
3.1. Step 1: Discovery & Use Case Definition Darwin partners with
individual departments to define mission -aligned Al workflows rooted
in real operational needs.
3.1.1. Department -level discovery through structured interviews
3.1.2. Identification of high -impact use cases based on daily
workflows
3.1.3. Definition of key parameters including users, integrations,
process flow, and authorization needs
3.2. Step 2: Rapid Build & Workflow Testing: Darwin transforms each use
case into a working agentic workflow, rapidly deployed to a small
group of early users (workflow champions) for iterative refinement.
3.2.1. Initial workflow built and deployed within days
4
Darwin
Darwin
3.2.2. Tested in a secure environment with selected champions
3.2.3. Iterated based on direct feedback from pilot users
3.3. Step 3: Operationalization & Scaling: Validated workflows are
embedded into department operations and scaled to relevant users,
with full support and ongoing visibility.
3.3.1. Secure, policy -aligned rollout via the Govern" platform
3.3.2. Department -wide access and integration into daily operations
3.3.3. Usage insights to guide adoption, support, and optimization
4. Timeline
4.1. Govern Deployment & Onboarding (1-2 months)
4.1.1. Deployment of Al security patch/agent
4.1.2. Al Navigator data collection
4.1.3. Develop, upload, and codify Al policies and guidelines
4.1.4. Onboard teams and stakeholders to the platform
4.1.5. Adjust policy codifications and address incidents through the
Risk Center
4.2. Launchpad Implementation (Ongoing after Govern Deployment)
4.2.1. Analyze data, identify use cases that would benefit from
agentic workflows
4.2.2. Darwin to build wireframe designs and validate with
stakeholders
4.2.3. Agentic workflow build, training, and testing in collaboration
with Jefferson County stakeholder
4.2.4. Deployment of use case to production
5. Proposal Costs:
Services
Cost
Notes
Implementation
-
Included
Darwin Govern`"
$25,000
Annual
Darwin AI Launchpad"'
(bundle of 3 workflows)
$1,500
Optional
Total One -Year Pilot
Costs:
$26,500
61
Darwin
6. Client Expectations:
6.1. Govern' (Al Governance)
6.1.1. Assign a Project Manager to act as the single point of contact
and coordinate with the Darwin team. Commitment to a
bi-weekly 30-minute during onboarding followed by one -hour
Quarterly Business Review.
6.1.2. Permit installation of the Darwin endpoint agent/patch on
county -issued laptops and workstations.
6.1.3. Systems Administrator to support the setup of API integrations
with identity platforms (e.g., Active Directory) and the Darwin
Platform.
6.1.4. Policy Implementor to configure the platform to ensure
alignment with county policies and guidelines.
6.1.5. During the onboarding period, the technical team (Systems
Administrator and/ or Policy Implementor) participates in a
weekly 30-minute sync to provide feedback, review
deployment progress, and troubleshoot bugs.
6.2. LaunchpadTM (Workflow Design and Al Enablement)
6.2.1. Identify a dedicated stakeholder for each Launchpad workflow.
6.2.2. Provide input and relevant documentation on the current
process
6.2.3. Participate in design and feedback sessions
6.2.4. Test the system against defined requirements
6.3. Estimated Total Client Effort for Deployment
6.3.1. Govern TM: -12 hours total during onboarding (spread across
integration partner, technical syncs, and program oversight).
6.3.2. LaunchpadTM: -8 hours per workflow stakeholder.
Note: these estimates do not include internal agency time that may be
spent preparing Al Policy and conducting training.
n
Darwin
Darwin
7. Statement of Work
Deliverable
Description
1
Scope & Success
Metrics
Define engagement boundaries including
deployment plan, timeline, and roles.
Establish agreed success criteria (e.g.,
detection accuracy, policy enforcement,
uptime, usability, feedback thresholds).
2
Al Survey Report
Baseline report capturing employee
awareness, adoption, and sentiment toward
AI tools at project start. Serves as a
benchmark for measuring change.
3
Al Landscape (Navigator
Insights)
Detailed visibility into actual Al tool usage
across the organization, including
classification of tools, usage frequency, and
departmental trends.
4
Governance (Codified
Policy in the Policy Hub)
Development and delivery of an Al
governance framework, codified into policy
language for consistent enforcement and
communication.
5
Incident Management &
Risk Assessment
Ongoing measurement of risk, with trend
analysis over the pilot period. Summary of
incidents identified based on codified policy.
6
Record Retention
Continuous log of Al activity and governance
actions, retained in searchable format to
support compliance, auditability, and timely
responses to public records requests.
Darwin
Al Adoption with Agentic
Deployment of departmental Al workflow
Workflow
automations, demonstrating measurable
efficiency gains and secure adoption
practices.
8
Case Study
Comprehensive documentation of outcomes,
lessons learned, success stories, and
recommendations for scaling Al governance
and adoption.
8. Summary:
This proposal outlines a strategic partnership between the Jefferson County
and Darwin Al to establish the foundational infrastructure and operational
capacity for secure, policy -aligned Al adoption. Through the Darwin
Govern" platform, the county will gain centralized visibility into Al activity,
codify and manage Al policies, and ensure alignment with emerging
standards. Building on that foundation, the Darwin LaunchpadTM will enable
Jefferson County to co -develop and deploy agentic workflows in direct
partnership with department staff —delivering measurable value while
maintaining compliance from day one. This initiative positions Jefferson
County to lead with confidence, transparency, and efficiency as it embraces
the next generation of government innovation.
Sincerely,
Noam Maital
CEO, Darwin
E:3
1 Darwin
APPENDIX C — MASTER CONTRACT
[Insert Master Contract, and all Amendments from the Washington Department of
Enterprise Services]
P� �rhuek ;',Ir efrcasrn� . {gr e^err7er. E �8 �� ,�
PARTICIPATING ADDENDUM
NASPO ValuePoint
CLOUD SOLUTIONs 2016-2026
Administered LIV the State of Utah (hereinafter "Lead State")
MASTER AGREEMENT
Master Agreement No: AR2472
Carahsoft Technology Corporation
(hereinafter "Contractor")
and
State of Washington
(hereinafter "Participating State")
Washington Master Contract No.: 05116
This Participating Addendum for the above referenced Master Agreement ("Participating Addendum") is
made and entered into by and between the State of Washington acting by and through the Department
of Enterprise Services, a Washington State governmental agency ("Enterprise Services") and Carahsoft
Technology Corporation, a Maryland corporation ("Contractor") and is dated and effective as of August 1,
2017.
1. SCOPE: This Participating Addendum covers Cloud Solutions led by the State of Utah for use by state
agencies and other entities located in the Participating State authorized by that state's statutes to
utilize state contracts with the prior approval of the State's chief procurement official.
2. PARTICIPATION: Use of specific NASPO ValuePoint cooperative contracts by agencies, political
subdivisions and other entities (including cooperatives) authorized by an individual state's statutes to
use state contracts are subject to the prior approval of the respective State chief procurement official.
Issues of interpretation and eligibility for participation are solely within the authority of the State chief
procurement official. Pursuant to this Participating Addendum, the Master Agreement maybe utilized
by the following ("Purchasing Entities"):
(a) WASHINGTON STATE AGENCIES. Washington state agencies, departments, offices, divisions,
boards, and commission; and any the following institutions of higher education in
Washington: state universities, regional universities, state college, community colleges, and
technical colleges.
(b) MCUA PARTIES. The Master Agreement also may be utilized by any of the following types of
entities that have executed a Master Contract Usage Agreement (MCUA) with Enterprise
Services:
■ Political subdivisions (e.g., counties, cities, school districts, public utility districts);
■ Federal governmental agencies or entities;
■ Public -benefit nonprofit corporations (i.e., § 501(c) (3) nonprofit corporations that
receive federal, state, or local funding),- and
PARTICIPATING ADDENDUM — No. 05116: CARAHSOFT TECHNOLOGY CORPORATION Page 1
(11-1-2016)
■ Federally -recognized Indian Tribes located in the State of Washington.
3. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT:
3.1. WASHINGTON'S ELECTRONIC BUSINESS SOLUTIONS (WEBS) SYSTEM: Within seven (7) days of
execution of this Participating Addendum, Contractor shall register in the Washington State
Department of Enterprise Services' Electronic Business Solutions (WEBS) System at
https://fortress.wa.gov/ga/webs/. Contractor shall ensure that all of its information therein
is current and accurate and that, throughout the term of the Master Agreement, Contractor
shall maintain an accurate profile in WEBS.
3.2. WASHINGTON'S STATEWIDE PAYEE DESK: To be paid for contract sales, Contractors must register
with Washington's Statewide Payee Desk. Washington state agencies cannot make
payments to a contractor until it is registered. Registration materials are available here:
Receiving Payment from the State.
3.3. CONTRACT SALES REPORTING. Contractor shall report total contract sales quarterly to
Enterprise Services, as set forth below.
(a) REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services'
Contract Sales Reporting System. Enterprise Services will provide Contractor with a
login password and a vendor number.
(b) DATA. Each sales report must identify every authorized Purchasing Entity by name as
it is known to Enterprise Services and its total combined sales amount invoiced during
the reporting period (i.e., sales of an entire agency or political subdivision, not its
individual subsections). The "Miscellaneous" option may be used only with prior
approval by Enterprise Services. Upon request, Contractor shall provide contact
information for all authorized Purchasing Entities specified herein during the term of
this Participating Addendum. Refer sales reporting questions to the Primary Contact
set forth below. If there are no contract sales during the reporting period, Contractor
must report zero sales.
(c) DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be
submitted electronically by the following deadlines for all sales invoiced during the
applicable calendar quarter:
For Calendar Quarter Ending
Contract Sales Report Due
March 31
April 30
June 30
July 31
September 30
October 31
December 31
January31
3.4. VENDOR MANAGEMENT FEE: Contractor shall pay to Enterprise Services a vendor management
fee ("VMF") of 1.5 percent on the purchase price for all contract sales (the purchase price is
the total invoice price less applicable sales tax).
(a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated
as follows:
Amount owed to Enterprise Services = Total contract sales invoiced (not
including sales tax) x .015
PARTICIPATING ADDENDUM — No. 05116: CARAHSOFT TECHNOLOGY CORPORATION Page 2
(11-1-2016)
(b) The VMF must be rolled into Contractor's current pricing. The VMF must not be
shown as a separate line item on any invoice unless specifically requested and
approved by Enterprise Services.
(c) Enterprise Services will invoice Contractor quarterly based on contract sales reported
by Contractor. Contractor shall not remit payment until it receives an invoice from
Enterprise Services. Contractor's VMF payment to Enterprise Services must reference
the following:
■ This Washington Master Contract No.: 05116
■ The NASPO Master Agreement No.: AR2472
■ The year and quarter for which the VMF is being remitted, and
■ Contractor's name as set forth in this Contract, if not already included on the
face of the check.
(d) Contractor's failure accurately and timely to report total net sales, to submit usage
reports, or remit payment of the VMF to Enterprise Services, may be cause for
suspension or termination of this Participating Addendum or the exercise of any other
remedies as provided by law.
(e) Enterprise Services reserves the right, upon thirty (30) days advance written notice,
to increase, reduce, or eliminate the VMF for subsequent purchases.
(f) For purposes of the VMF, the parties agree that the initial management fee is included
in the pricing. Therefore, any increase or reduction of the management fee must be
reflected in contract pricing commensurate with the adjustment.
3.5. COMPLIANCE WITH LAW; TAXES, LICENSES, & REGISTRATION: Contractor shall comply with all
applicable law. Contractor shall register to conduct business in the State of Washington and
promptly acquire and maintain all necessary licenses and registrations and pay all applicable
taxes and fees. In addition, for all sales to purchasers in the State of Washington, Contractor
shall calculate, collect, and remit, as appropriate, the applicable state and local sales tax on
all invoices.
3.6. COMPLIANCE WITH PARTICIPATING STATE'S (WASHINGTON'S) STATEWIDE IT POLICIES: Contractor shall
comply with Participating State's statewide information technology policies, as applicable,
for Purchasing Entities — promulgated by Washington's Office of the Chief Information
Officer (OCI00. Such policies are located on the OCIO website at:
https://ocio.wa.gov//policies. These policies include, but are not limited to, the following:
■ Security Policy 141
■ Accessibility Policy 188
Prior to final execution of a Purchasing Entities' contract with a Contractor, the Contractor's
application(s) will be subject to a Security Design Review performed by Washington
Consolidated Technology Services to ensure compliance with Office of the Chief Information
Officer (OCIO) Security Policies.
4. LEASE AGREEMENTS: Leasing, renting, or purchasing equipment is not allowed throughout the term of
the Master Agreement.
PARTICIPATING ADDENDUM — No. 05116: CARAHSOFT TECHNOLOGY CORPORATION Page 3
(11-1-2016)
S. PRIMARY CONTAcrs: The primary contact individuals for this Participating Addendum are as follows (or
their named successors):
I Contractor I Participating State
Carahsoft Technology Corporation State of Washington
1860 Michael Faraday Drive, Suite 100 Department of Enterprise Services
Reston, VA 20190 Contracts, Procurement and Risk Mgmt.
P.O. Box 41411
Olympia, WA 98504-1411
Contract Management
Attn: Bethany Blackwell
Tel: (703) 230-7453
Email: NAPSO@carahsoft.com
Legal Notice
Attn: Robert Moore, Vice President
Attn: Mike Dombrowsky
Tel: (360) 407-8717
Email: mike.dombrowky@des.wa.gov
6. FULFILLMENT PARTNER: All Contractor's Distributors authorized in the State of Washington, as shown on
the dedicated Contractor NASPO ValuePoint website, are approved to provide sales and service
support to participants in the NASPO ValuePoint Master Agreement. The Contractor's Distributor's
participation will be in accordance with the terms and conditions set forth in the aforementioned
Master Agreement.
7. ORDERS: Unless the parties to the Order agree in writing that another contract or agreement applies
to such order, any Order placed by a Participating Entity or Purchasing Entity for a Product and/or
Service available from this Master Agreement shall be deemed to be a sale under (and governed by
the prices and other terms and conditions of) the Master Agreement as conditioned by this
Participating Addendum.
8. GENERAL:
(a) INTEGRATED AGREEMENT; MODIFICATION. This Participating Addendum and Master Agreement,
together with its exhibits, set forth the entire agreement and understanding of the Parties
with respect to the subject matter and supersedes all prior negotiations and representations.
This Participating Addendum may not be modified except in writing signed by the Parties.
(b) AUTHORITY. Each party to this Participating Addendum, and each individual signing on behalf
of each party, hereby represents and warrants to the other that it has full power and authority
to enter into this Participating Addendum and that its execution, delivery, and performance
of this Participating Addendum has been fully authorized and approved, and that no further
approvals or consents are required to bind such party.
(c) ELECTRONIC SIGNATURES. A signed copy of this Participating Addendum or any other ancillary
agreement transmitted by facsimile, email, or other means of electronic transmission shall be
deemed to have the same legal effect as delivery of an original executed copy of this
Participating Addendum or such other ancillary agreement for all purposes.
PARTICIPATING ADDENDUM — No. 05116- CARAHSOFT TECHNOLOGv CORPORATION Page 4
(11-1-2016)
(d) COUNTERPARTS. This Participating Addendum may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which counterparts together shall
constitute the same instrument which may be sufficiently evidenced by one counterpart.
Execution of this Participating Addendum at different times and places by the parties shall not
affect the validity thereof so long as all the parties hereto execute a counterpart of this
Participating Addendum.
EXECUTED as of the date and year first above written.
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
By:
Scott Smith
Its: State IT Procurement Manager
CARAHSOFT TECHNOLOGY CORPORATION,
A MARYLAND CORPORATION
Robert Moore
Its: Vice President
PARTICIPATING ADDENDUM — No. 05116: CARAHSOFT TECHNOLOGY CORPORATION Page S
(11-1-2016)
State of Washington PARTICIPATING ADDENDUM AMENDMENT
Contracts, Procurement, & Risk Management Division
Department of Enterprise Services Contract No.: 05116
P.O. Box 41411
Olympia, WA 98504-1411 NASPO No.: AR2472
Carahsoft Technology Corporation
1860 Michael Faraday Drive, Suite 100
Reston, VA 20190
Amendment No.: ► 1
FIRST AMENDMENT
TO
PARTICIPATING ADDENDUM
Effective Date: I July 1, 2017
FOR
NASPO VALUEPOINT MASTER AGREEMENT No. AR2472
STATE OF WASHINGTON CONTRACT NO. 05116
CLOUD SOLUTIONS
This First Amendment ("Amendment") to the State of Washington's Participating Addendum for NASPO
ValuePoint Master Agreement No. AR2472 and State of Washington Contract No. 05116 is made and
entered into by and between the State of Washington acting by and through the Department of Enterprise
Services, a Washington State governmental agency ("State") and Carahsoft Technology Corporation, a
Maryland corporation ("Contractor") and is effective as of July 1, 2017.
RECITALS
A. Master Agreement No. AR2472 is a NASPO ValuePoint cooperative contract led by the State of
Utah.
B. The State and Contractor (collectively the "Parties") entered into that certain Participating
Addendum effective August 1, 2017 pursuant to which the State of Washington and its authorized
purchasers could use the above referenced NASPO ValuePoint Master Agreement and State
Contract.
C. The amendment set forth herein is within the scope of the Participating Addendum.
D. The Parties now desire to amend the Participating Addendum asset forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties
hereby agree to amend the Contract, as previously amended, as follows:
CONTRACT No. 05116 AMENDMENT No. 1 Page 1
(4-24-2017)
1. PAY EQUALITY. The Participating Addendum is amended to add the following section:
3.7. PAY EQUALITY. Contractor represents and warrants that, as required by Washington
state law (Laws of 2017, Chap. 1, § 147), during the term of this Participating Addendum
for the time period of July 1, 2017 through June 30, 2019, it agrees to equality among its
workers by ensuring similarly employed individuals are compensated as equals. For
purposes of this provision, employees are similarly employed if the individuals work for
the same employer, the performance of the job requires comparable skill, effort, and
responsibility, and the jobs are performed under similar working conditions. Job titles
alone are not determinative of whether employees are similarly employed. Contractor
may allow differentials in compensation for its workers based in good faith on any of the
following: a seniority system; a merit system; a system that measures earnings by
quantity or quality of production; a bona fide job -related factor or factors; or a bona fide
regional difference in compensation levels. A bona fide job -related factor or factors may
include, but not be limited to, education, training, or experience, that is: consistent with
business necessity; not based on or derived from a gender -based differential; and
accounts for the entire differential. A bona fide regional difference in compensation level
must be consistent with business necessity; not based on or derived from a gender -based
differential; and account for the entire differential. Notwithstanding any provision to the
contrary, upon breach of warranty and Contractor's failure to provide satisfactory
evidence of compliance within thirty (30) days, Enterprise Services may suspend or
terminate this Participating Addendum and any Purchaser hereunder similarly may
suspend or terminate its use of the Participating Addendum and/or any agreement
entered into pursuant to the Participating Addendum.
2. No CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Participating Addendum is
unaffected and remains in full force and effect.
3. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and
understanding of the Parties with respect to the subject matter and supersedes all prior
negotiations and representations. In the event of any conflict between this Amendment and the
Participating Addendum or any earlier amendment, this Amendment shall control and govern.
This Amendment may not be modified except in writing signed by the Parties.
4. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party,
hereby represents and warrants to the other that it has full power and authority to enter into this
Amendment and that its execution, delivery, and performance of this Amendment has been fully
authorized and approved, and that no further approvals or consents are required to bind such
pa rty.
5. ELECTRONIC SIGNATURES. A signed copy of this Amendment or any other ancillary agreement
transmitted by facsimile, email, or other means of electronic transmission shall be deemed to
have the same legal effect as delivery of an original executed copy of this Amendment or such
other ancillary agreement for all purposes.
CONTRAcTNo. 05116AMEN DMENT No. 1 Page 2
(4-24-2017)
6. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which counterparts together shall constitute the same
instrument which may be sufficiently evidenced by one counterpart. Execution of this
Amendment at different times and places by the parties shall not affect the validity thereof so
long as all the parties hereto execute a counterpart of this Amendment.
EXECUTED AND EFFECTIVE as of the day and date first above written.
CARAHSOFT TECHNOLOGY CORPORATION, STATE OF WASHINGTON
A MARYLAND CORPORATION DEPARTMENT OF ENTERPRISE SERVICES
Name: Ellen Lord Name: Mike DombrowskV
Title: Contracts Manager Title: IT Contracts Consultant
Date: November8, 2017 Date: 11/08/2017
CONTRAC`• No.05116 AMENDMENT Nc. 1 Page 3.
(4-244-2017)
State of Washington
Contracts & Procurement Division CONTRACT AMENDMENT
Department of Enterprise Services
P.O. Box 41411 Contract No.: 05116
Olympia, WA 98504-1411
CARAHSOFT TECHNOLOGY CORPORATION Amendment No.: 2
11493 Sunset Hills Rd Suite 100
Effective Date: February 3, 2025
Reston VA 20190
SECOND AMENDMENT
TO
CONTRACT No. 05116
CLOUD SOLUTIONS
This Second Amendment ("Amendment") to Contract No. 05116 is made and entered into by and between
the State of Washington acting by and through the Department of Enterprise Services, a Washington State
governmental agency ("Enterprise Services") and Carahsoft Technology Corporation, a Maryland
Corporation ("Contractor") and is dated as of February 3, 2025.
RECITALS
A. Enterprise Services and Contractor (collectively the "Parties") entered into that
certain Contract No. 05116 dated effective as of July 1, 2017 ("Contract').
B. The Parties previously amended the Contract as follows:
(1) Pay Equality
C. The Parties now desire to amend the Contract to include a 'nondiscrimination
provision' as required by the Washington State Legislature. See LAwSOF 2023, ch. 468
[codified at RCW-39.26.245(3) and RCW 49.60.5301.
D. The amendment set forth herein is within the scope of the Contract.
AGREEMENT
Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties
hereby agree to amend the Contract, as previously amended, as follows:
1. NONDISCRIMINATION. The following provision is added to the end of section 8 (General Provisions) as
a new subsection:
(e) NONDISCRIMINATION.
(a) Nondiscrimination Requirement. During the term of this
Contract, beginning as of the effective date of this Amendment,
Contractor, including any subcontractor, shall not discriminate
on the bases enumerated at RCW 49.60.530(3). In addition,
CONTRACT No. 05116 - AMENDMENT No. 2 Page 1
(Rev.2024-08-15)
Contractor, including any subcontractor, shall give written notice
of this nondiscrimination requirement to any labor organizations
with which Contractor, or subcontractor, has a collective
bargaining or other agreement.
(b) Obligation to Cooperate. Contractor, including any
subcontractor, shall cooperate and comply with any Washington
state agency investigation regarding any allegation that
Contractor, including any subcontractor, has engaged in
discrimination prohibited by this Contract pursuant to
RCW 49.60.530(3).
(c) Default. Notwithstanding any provision to the contrary,
Enterprise Services may suspend Contractor, including any
subcontractor, upon notice of a failure to participate and
cooperate with any state agency investigation into alleged
discrimination prohibited by this Contract, pursuant to
RCW 49.60.530(3). Any such suspension will remain in place until
Enterprise Services receives notification that Contractor,
including any subcontractor, is cooperating with the investigating
state agency. In the event Contractor, or subcontractor, is
determined to have engaged in discrimination identified at
RCW 49.60.530(3), Enterprise Services may terminate this
Contract in whole or in part, and Contractor, subcontractor, or
both, may be referred for debarment as provided in
RCW 39.26.200. Contractor or subcontractor may be given a
reasonable time in which to cure this noncompliance, including
implementing conditions consistent with any court -ordered
injunctive relief or settlement agreement.
(d) Remedies for Breach. Notwithstanding any provision to the
contrary, in the event of Contract termination or suspension for
engaging in discrimination, Contractor, subcontractor, or both,
shall be liable for contract damages as authorized by law
including, but not limited to, any cost difference between the
original Contract and the replacement or cover contract and all
administrative costs directly related to the replacement contract,
which damages are distinct from any penalties imposed under
Chapter 49.60, RCW, Enterprise Services and/or Purchasers shall
have the right to deduct from any monies due to Contractor or
subcontractor, or that thereafter become due, an amount for
damages Contractor or subcontractor will owe Enterprise
Services and/or Purchasers for default under this provision.
2. NO CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and
remains in full force and effect.
3. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and
understanding of the Parties with respect to the subject matter and supersedes all prior
negotiations and representations. In the event of any conflict between this Amendment and the
CONTRACT No. 05116 -AMENDMENT NO. 2 Page 2
(Rev.2024-08-15)
Contract or any earlier amendment, this Amendment shall control and govern. This Amendment
may not be modified except in writing signed by the Parties.
4. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party,
hereby represents and warrants to the other that it has full power and authority to enter into this
Amendment and that its execution, delivery, and performance of this Amendment has been fully
authorized and approved, and that no further approvals or consents are required to bind such party.
5. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any other
ancillary agreement shall be deemed to have the same legal effect as delivery of an original
executed copy of this Amendment or such other ancillary agreement for all purposes.
6. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall
be deemed an original, and all of which counterparts together shall constitute the same instrument
which may be sufficiently evidenced by one counterpart. Execution of this Amendment at different
times and places by the parties shall not affect the validity thereof so long as all the parties hereto
execute a counterpart of this Amendment.
EXECUTED AND EFFECTIVE as of the day and date first above written.
CARAHSOFT TECHNOLOGY CORPORATION,
A MARYLAND CORPORATION
By:
Name: Mariah Edwards
Title:
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
By:
Name: Kimberly Kirkland
Senior Contracts Specialist Title: IT Contract Supervisor
Date: 2/07/2025
Date: 2/7/2025
CONTRACT No. 05116 - AMENDMENT No. 2 Page 3
(Rev,2024-08-15)
State of Washington
Contracts & Procurement Division
NASPO Agreement:
AR2472
Department of Enterprise Services
DES Contract No.:
05116
P.O. Box 41411
Amendment No.:
3
Olympia, WA 98504-1411
Carahsoft Technology Corporation
11493 Sunset Hills Road, Suite 100
Effective Date:
October 13, 2025
Reston, VA 20190
THIRD AMENDMENT
TO
CONTRACT NO. 05116
CLOUD SOLUTIONS
This third Amendment ("Amendment") to Contract No. 05116 is made and entered into by and between
the State of Washington acting by and through the Department of Enterprise Services, a Washington State
governmental agency ("Enterprise Services') and Carahsoft Technology Corporation, a Maryland
corporation ("Contractor") and is dated as of October 13, 2025.
RECITALS
A. Enterprise Services and Contractor (collectively the "Parties") entered into that
certain Contract No. 05116 dated effective as of July 1, 2017 ("Contract") as a
participating addendum in NASPO Agreement No. AR2472 dated effective October
14, 2016.
B. The Parties previously amended the Contract as follows:
(1) Added Washington pay equality language on July 1, 2017; and
(2) Added Washington nondiscrimination language on February 3, 2025.
C. The Parties now desire to amend the Contract to establish a terms and conditions for
any Order the Purchasers execute for the purchase of SAP products and services,
through Contractor pursuant to this Contract.
D. The amendment set forth herein is within the scope of the Contract.
AGREEMENT
Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties
hereby agree to amend the Contract, as previously amended, as follows:
1. SAP TERMS AND CONDITIONS. The following terms and conditions are incorporated into Contract for
purchases of SAP products and cloud services. In the event of a conflict or inconsistency between
this Contract and any exhibits or attachments listed below will be resolved in the following order of
priority:
CON (RACT NO. 05116 - AMENDMENT NO. 3 Page 1
(Rev. 2025-09-02)
A. Order Form and Schedules for purchase of SAP products or services
B. SAP General Terms and Conditions for Cloud Services ("Cloud GTC") attached as Attachment 1
C. The terms and conditions of this Contract and the aforementioned NASPO agreement.
Notwithstanding anything to the contrary, the State of Washington and Purchaser shall not be
subject to any provision that is in violation of applicable State law or regulations.
2. NO CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and
remains in full force and effect.
3. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and
understanding of the Parties with respect to the subject matter and supersedes all prior
negotiations and representations. In the event of any conflict between this Amendment and the
Contract or any earlier amendment, this Amendment shall control and govern. This Amendment
may not be modified except in writing signed by the Parties.
4. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party,
hereby represents and warrants to the other that it has full power and authority to enter into this
Amendment and that its execution, delivery, and performance of this Amendment has been fully
authorized and approved, and that no further approvals or consents are required to bind such party.
S. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any other
ancillary agreement shall be deemed to have the same legal effect as delivery of an original
executed copy of this Amendment or such other ancillary agreement for all purposes.
6. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall
be deemed an original, and all of which counterparts together shall constitute the same instrument
which maybe sufficiently evidenced by one counterpart. Execution of this Amendment at different
times and places by the parties shall not affect the validity thereof so long as all the parties hereto
execute a counterpart of this Amendment.
EXECUTED AND EFFECTIVE as of the day and date first above written.
CARAHSOFT TECHNOLOGY CORPORATION,
A MARYLAND CORPORATION
By: 1
Name: Natalie LeMay
Title: SLG Contracts Manager
Date. 10/29/2025
CONTRACT NO. 05116 - AMENDMENT No. 3
(Rev.2025-09-02)
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
By.
Name: Michellee Jemmott
Title: IT Contracts Supervisor
Date:
10/29/2025
Page 2
Attachment 1
SAP General Terms and Conditions for Cloud Services ("Cloud GTC")
CONTRACT NO. 05116 - AMENDMENT NO. 3 Page 3
(Rev.2025-09-02)
GENERAL TERMS AND CONDITIONS FOR SAP CLOUD SERVICES (for indirect sales)
("Cloud GTC")
1. DEFINITIONS
1.1. "Affiliate" means any legal entity in which SAP SE or Customer, directly or indirectly, holds more than (fifty
percent) 50% of the entity's shares or voting rights. Any legal entity will be considered an Affiliate as long as
that interest is maintained.
1.2. "Agreement" means the agreement as defined in the applicable Cloud GTC Acceptance Form.
1.3 "Authorized User" means any individual to whom Customer grants access authorization to use the Cloud
Service that is an employee, agent, contractor or representative of Customer, Customer's Affiliates, or
Customer's and Customer's Affiliates' Business Partners.
1.4. "Business Partner" means a legal entity that requires use of a Cloud Service in connection with Customer's
and its Affiliates' internal business operations. These may include customers, distributors, service providers or
suppliers of Customer and its Affiliates.
1.5. "Cloud GTC Acceptance Forth" means the "Cloud GTC Acceptance Form
for SAP Cloud Services' concluded between SAP and Customer that references the Cloud GTC.
1.6. "Cloud Service" means any distinct, hosted, supported and operated on -demand solution provided by SAP to
the Customer on behalf of the Partner, under the Cloud GTC Acceptance Form.
1.7. "Confidential Information" means all information which the disclosing party protects against unrestricted
disclosure to others that the disclosing party or its representatives designates as confidential, internal or
proprietary at the time of disclosure, should reasonably be understood to be confidential at the time of
disclosure given the nature of the information and the circumstances surrounding its disclosure.
1.8. "Customer Data" means any content, materials, data and information that Authorized Users enter into the
production system of a Cloud Service or that Customer derives from its use of and stores in the Cloud Service
(e.g. Customer -specific reports). Customer Data and its derivatives will not include SAP's Confidential
Information.
1.9. "Documentation" means SAP's then -current technical and functional documentation, relating to the Cloud
Services located at https Hhelp.sap. com or which is made available to Customer as part of the Cloud Service,
including technical and functional specifications as updated from time to time in accordance with the
Agreement.
1.10, "Export Laws" means all applicable import, export control and sanctions laws, including without limitation, the
laws of the United States, the EU, and Germany.
1.11. "Feedback" means input, comments or suggestions regarding SAP's business and technology direction, and
the possible creation, modification, correction, improvement or enhancement of the Cloud Service.
1.12. "intellectual Property Rights" means patents of any type, design rights. utility models or other similar
invention rights, copyrights and related rights, trade secret, know-how or confidentiality rights, trademarks,
trade names and service marks and any other intangible property rights, whether registered or unregistered,
including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under
statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued,
or acquired.
1.13 "Partner' is defined in the Cloud GTC Acceptance Form.
1.14. "Representatives" means a party's Affiliates.. employees, contractors, sub -contractors, legal representatives,
accountants, or other professional advisors.
1.15. "SAP Materials" means any materials (including statistical reports) provided, developed or made available by
SAP or via Partner (independently or with Customer's or Partner's cooperation) in the course of performance
under the Agreement, including in the delivery of any support to Customer. SAP Materials do not include
Customer Data, Customer Confidential Information or the Cloud Service. SAP Materials may also be referred
to in the Agreement as "Cloud Materials".
General Terms and Conditions for SAP Cloud Services (for indirect sales) enNAMER/CA.v.6-2023 Page 1 of 10
1.16. "SAP SE" means SAP SE, the parent company of SAP.
I A 7. "Subscription Term" means the initial subscription term and, if applicable, any renewal subscription term of a
Cloud Service identified in the Cloud GTC Acceptance Form.
1.18. "Usage Metric" means the standard of measurement for determining the permitted use for a Cloud Service as
set forth in a Cloud GTC Acceptance Form.
2. USAGE RIGHTS AND RESTRICTIONS
2.1. Grant of Rights
Subject to Partner's payment of all fees due to SAP. SAP grants to Customer on behalf of Partner, a non-
exclusive and non -transferable right to use the Cloud Service (including its implementation and configuration),
SAP Materials and Documentation solely for Customer's and its Affiliates' internal business operations.
Customer may use the Cloud Service world-wide, except from countries where such use is prohibited by Export
Laws. Permitted uses and restrictions of the Cloud Service also apply to SAP Materials and Documentation,
2.2. Authorized Users
Customer may permit Authorized Users to use the Cloud Service. Usage is limited to the Usage Metrics and
volumes stated in the Cloud GTC Acceptance Form. Access credentials for the Cloud Service may not be used
by more than one individual, but may be transferred from one individual to another if the original user is no
longer permitted to use the Cloud Service. Customer is responsible for breaches of the Agreement caused by
Authorized Users,
2.3. Verification of Use
Customer will monitor its own use of the Cloud Service and report any use in excess of the Usage Metrics and
volume to Partner. SAP may monitor use to verify compliance with Usage Metrics, volume and the Agreement.
SAP will be permitted to forward any data regarding use in excess of the Usage Metrics, volume and the
Agreement by Customer to Partner.
2.4. Suspension of Cloud Service
SAP may suspend or limit use of the Cloud Service:
(a) if continued use may result in material harm to the Cloud Service or its users; or
(b) to comply with laws and regulations applicable to SAP, its Affiliates' or subcontractors.
SAP will promptly notify Customer of the suspension or limitation. SAP will limit the suspension or limitation in
time and scope as reasonably possible under the circumstances.
2 5. Third Party Web Services
The Cloud Service may include integrations with web services made available by third parties (other than SAP
SE or its Affiliates) that are accessed through the Cloud Service and subject to terms and conditions with those
third parties. These third party web services are not part of the Cloud Service and the Agreement does not
apply to them. SAP is not responsible for the content of these third party web services.
2.6. Mobile Access to Cloud Service
Authorized Users may access certain Cloud Services through mobile applications obtained from third -party
websites such as Android or Apple app store. The use of mobile applications may be governed by the terms
and conditions presented upon download/access to the mobile application and not by the terms of the
Agreement.
2.7. On -Premise Components
The Cloud Service may include on -premise components that can be downloaded and installed (including
updates) by Customer. The System Availability SLA does not apply to these components. Customer may only
use the on -premise components during the Subscription Term.
General Terms and Conditions for SAP Cloud Services (for indirect sales) enNAMER1CA.v.6-2023 Page 2 of 10
3. SAP RESPONSIBILITIES
3.1. Provisioning
SAP provides access to the Cloud Service as described in the Agreement. SAP makes the Cloud Service
available and is responsible for its operation.
3.2. Support
SAP provides support for the Cloud Service as referenced in the Cloud GTC Acceptance Form.
3.3. Security
SAP will implement and maintain appropriate technical and organizational measures to protect the personal
data processed by SAP as part of the Cloud Service as described in the Data Processing Agreement
incorporated in the Cloud GTC Acceptance Form in compliance with applicable data protection law.
3A. Modifications
3.4.1, Scope
SAP may modify the Cloud Service (including support services, Maintenance Windows and Major Upgrade
Windows), provided that SAP shall not materially degrade the core functionality of the Cloud Service during
the Subscription Term.
3.4.2. Modification Notices
SAP shall provide Customer with reasonable advance notice of modifications to the functionality of the Cloud
Service in accordance with Section 13A, except for any change to a Maintenance Window or Major Upgrade
Window which shall be in accordance with the Service Level Agreement.
3.4.3. Customer Termination If the modification materially degrades the Cloud Service and SAP does not provide
equivalent functionality, Customer may terminate the Cloud GTC Acceptance Form for the affected Cloud
Service by providing written notice to SAP and Partner within 1 month of SAP's notice. If SAP does not receive
timely notice, Customer is deemed to have accepted the modification.
CUSTOMER AND PERSONAL DATA
4.1. Customer Ownership
Customer retains all rights in and related to Customer Data. SAP may use Customer provided trademarks
solely to provide and support the Cloud Service.
4.2 Customer Data
Customer is responsible for Customer Data and entering it into the Cloud Service. Customer grants to SAP
(including SAP SE, its Affiliates and subcontractors) a non-exclusive right to process and use Customer Data
to provide and support the Cloud Service and as set out in the Agreement.
4.3 Personal Data
Customer will collect and maintain all personal data contained in the Customer Data in compliance with
applicable data privacy and protection laws.
4.4. Security
Customer will maintain reasonable security standards for its Authorized Users' use of the Cloud Service.
Customer will not conduct or authorize penetration tests of the Cloud Service without advance approval from
SAP.
4.5. Access to Customer Data
4.5.1 During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and
retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in
which case SAP and Customer will find a reasonable method to allow Customer access to Customer Data.
General Terms and Conditions for SAP Cloud Services (for indirect sales) enNAMERICA.v.6-2023 Page 3 of f0
4.5.2. Before the Subscription Term expires, Customer may use SAP's self-service export tools (as available) to
perform a final export of Customer Data from the Cloud Service.
4.5.3. At the end of the Agreement, SAP will delete the Customer Data remaining on servers hosting the Cloud
Service unless applicable law requires retention Retained data is subject to the confidentiality provisions of
the Agreement.
4.5.4. In the event of third party legal proceedings relating to Customer Data, SAP will cooperate with Customer and
comply with applicable law (both at Customer's expense) with respect to handling of Customer Data.
5. PARTNER RELATIONSHIP
5.1. Non -Payment by Partner
SAP may at its sole discretion suspend Customer's use of the Cloud Service or terminate the Agreement in
accordance with Section 6.2.2 if Partner fails to pay any fee or other amount payable by it on its due date.
5.2. Termination of Partner relationship or orders relating to Customer
If (i) Partner terminates all orders relating to Customer, (ii) SAP terminates any of Partner's orders relating to
Customer for good cause, or (iii) the partnership between SAP and Partner relating to the sale of subscription
for the Cloud Services is terminated, SAP may (at Customer's discretion):
(a) directly provide the affected Cloud Service to the Customer pursuant to SAP's then -current General Terms
and Conditions for Cloud Services for mutually agreed subscription fees; or
(b) refer Customer to SAP Partner Finder tool available on hftps://www.sap.com/partners/find. html to help
Customer identify other partners for provision of affected Cloud Service.
5.3. Independence of Partner
Partner is not an agent of SAP. Partner is an independent entity with no authority to bind SAP or to make
representations or warranties on SAP's behalf. SAP will not be liable for reasonably relying on the accuracy
and reliability of written information provided by Partner that establishes grounds for SAP to suspend the Cloud
Service or terminate the Agreement.
5.4. No Representations or Warranties
SAP makes no representations or warranties as to Partner, any authorized distributor or reseller, or any other
third party, or related to the performance of their products or services, and fully disclaims any such warranties
in accordance with Section 7.
6. TERM AND TERMINATION
6.1. Term
The Subscription Term is as stated in the Cloud GTC Acceptance Form.
6.2. Termination
6.2.1 A party may terminate the Agreement:
(a) For cause upon (thirty) 30 days' written notice of the other party's material breach of any provision of the
Agreement (including Customer's failure to pay Partner any fees due for the Cloud Service) unless the
breaching party has cured the breach during such thirty (30)-day penod,
(b) immediately, if the other party files for bankruptcy, becomes insolvent; or makes an assignment for the
benefit of creditors, or otherwise materially breaches Sections 11 or 13-5
6.2.2. SAP may terminate the Agreement if SAP's agreement with Partner for the relevant Cloud Services that the
Agreement pertains to is terminated, in which case Section 5.2 will apply.
6.3. Effect of Expiration or Termination
Upon the effective date of expiration or termination of the Agreement:
(a) Customer's right to use the Cloud Service and all SAP Confidential Information will end;
General Terms and Conditions for SAP Cloud Services (for indirect sales) enNAMERICA.v.6-2023 Page 4 of 10
(b) Confidential Information of the disclosing party will be retained, returned or destroyed as required by the
Agreement or applicable law; and
(c) termination or expiration of the Agreement does not affect other agreements between the parties.
6.4. Survival
Sections 1, 6.3, 6.4, 8, 9, 0, 11, 12 and 13 will survive the expiration or termination of the Agreement.
WARRANTIES
7.1. Compliance with Law
Each party warrants its current and continuing compliance with all laws and regulations applicable to it in
connection with:
(a) In the case of SAP, the operation of SAP's business as it relates to the Cloud Service; and
(b) In the case of Customer, Customer Data and Customer's use of the Cloud Service.
72 Good Industry Practices
SAP warrants that it will provide the Cloud Service:
(a) in substantial conformance with the Documentation, and
(b) with the degree of skill and care reasonably expected from a skilled and experienced global supplier of
services substantially similar to the nature and complexity of the Cloud Service.
7.3. Remedy
7.3.1. Provided Customer (or Partner on Customer's behalf) notifies SAP in writing with a specific description of the
Cloud Service's non-conformance with the warranty in Section 7.2 without undue delay and SAP validates the
existence of such non-conformance, SAP will, at its option and in accordance with Section 7.3.3,
(a) correct or replace the non -conforming Cloud Service, or
(b) if SAP fails to correct the non-conformance after using reasonable commercial efforts, terminate the
access to the non -conforming Cloud Service.
7.3.2. The remedies in Section 7.3.1 do not apply to trivial or non -material cases of non-conformance and are
Customer's sole and exclusive remedies and SAP's entire liability for breach of the warranty under Section
7.2. The written notification of any non-conformance by Customer (or Partner on Customer's behalf) must
include sufficient detail for SAP to analyze the alleged non-conformance. Customer must provide commercially
reasonable assistance to SAP in analyzing and remediating any non-conformance of the Cloud Service.
7.3.3. SAP will consult with Partner to define a reasonable amount:
(a) by which Partner may reduce the subscription fees for the non -conforming Cloud Services, in case Partner
has not already paid them, or
(b) if Partner has already paid the subscription fees for the non -conforming Cloud Services, which SAP will
refund to Partner to reflect the non-conformance (unless such refund is prohibited by Export Laws).
7.3.4. SAP may fulfill its warranty obligations with Customer or Partner on Customer's behalf. To the extent that SAP
fulfills its warranty obligations under Section 7.3.3 via Partner, Customer will not have any claim against SAP
for a breach of the warranty in Section 7.2.
7.4. System Availability
7.4.1. SAP warrants to maintain an average monthly system availability for the production system of the Cloud
Service as defined in the applicable Service Level Agreement or Supplement ("SLA").
7.4.2. Customer's sole and exclusive remedy for SAP's breach of the SLA is the issuance of a credit as described in
the SLA, whereby the service level credit will be calculated based on the non -discounted subscription fee set
out in the order form agreed between SAP and Partner. Customer must notify Partner in writing (email
permitted) within 21 business days after each calendar month in which SAP does not meet the SLA, so that
Partner can follow SAP's posted credit claim procedure. When the validity of the service credit is confirmed by
SAP in writing (email permitted) to Partner, SAP will issue the credit to Partner to forward to Customer.
General Terms and Conditions for SAP Cloud Services (for indirect sales) enNAMERICA.v.6-2023 Page 5 of 10
7 5. Warranty Exclusions
The warranties in Sections 7.2 and 7A will not apply if,
(a) the Cloud Service is not used in accordance with the Agreement or Documentation;
(b) any non -conformity is caused by Partner. Customer, another third party, or by any product, database,
content or service not provided by SAP, or
(c) the Cloud Service was provided for no fee or is a trial license of the Cloud Service.
7.6. Disclaimer
Except as expressly provided in the Agreement, neither SAP nor its subcontractors make any representation
or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability,
suitability, originality, or fitness for a particular use or purpose, non -infringement or results to be derived from
the use of or integration with any products or services provided under the Agreement, or that the operation of
any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on
delivery of future functionality, public comments or advertising of SAP or product roadmaps in obtaining
subscriptions for any Cloud Service.
8. THIRD PARTY CLAIMS
8.1. Claims Brought Against Customer
8.1.1. SAP will defend Customer against claims brought against Customer and its Affiliates by any third party alleging
that Customer's and its Affiliates' use of the Cloud Service infringes or misappropriates a patent claim,
copyright or trade secret right. SAP will indemnify Customer against all damages finally awarded against
Customer (or the amount of any settlement SAP enters into) with respect to these claims.
8.1.2. SAP's obligations under Section 8.1 will not apply if the claim results from:
(a) use of the Cloud Service in conjunction with any product or service not provided by SAP;
(b) use of the Cloud Service provided for no fee;
(c) Customer's failure to timely notify SAP in writing of any such claim if SAP is prejudiced by Customer's
failure to provide or delay in providing such notice; or
(d) any use of the Cloud Service not permitted under the Agreement.
8.1.3. If a third party makes a claim or in SAP's reasonable opinion is likely to make such a claim, SAP may at its
sole option and expense:
(a) procure for Customer the right to continue using the Cloud Service under the terms of the Agreement, or
(b) replace or modify the Cloud Service to be non -infringing without a material decrease in functionality
If these options are not reasonably available, SAP may terminate Customer's subscription to the affected Cloud
Service upon written notice.
8.1.4. SAP expressly reserves the right to cease such defense of any claim(s) if the applicable Cloud Service is no
longer alleged to infringe or misappropriate the third party's rights.
8.2. Claims Brought Against SAP
Customer will defend SAP against claims brought against SAP, SAP SE, its Affiliates and subcontractors by
any third party related to Customer Data. Customer will indemnify SAP against all damages finally awarded
against SAP, SAP SE, its Affiliates and subcontractors (or the amount of any settlement Customer enters into)
with respect to these claims.
8.3. Third Party Claim Procedure
All third party claims under Section 8 shall be conducted as follows'
(a) The party against whom a third party claim is brought ("Named Party") will timely notify the other party
("Defending Party") in writing of any claim. The Named Party shall reasonably cooperate in the defense
and may appear (at its own expense) through counsel reasonably acceptable to the Defending Party
subject to Section 8.3 (b),
General Terms and Conditions for SAP Cloud Services (for indirect sales) enNAMERICA.v.6-2023 Page 6 of 10
(b) The Defending Party will have the right to fully control the defense;
(c) Any settlement of a claim will not include a financial or specific performance obligation on, or admission
of liability by the Named Party.
8.4. Exclusive Remedy
The provisions of Section 8 state the sole, exclusive, and entire liability of the parties, their Affiliates, Business
Partners and subcontractors to the other party, and is the other party's sole remedy, with respect to covered
third party claims and to the infringement or misappropriation of third party intellectual property rights.
9. LIMITATION OF LIABILITY
9.1, No Liability
9.1.1. SAP, its licensors or subcontractors will not be responsible or liable under the Agreement:
(a) if a Cloud Service is not used in accordance with the Documentation;
(b) if the defect or liability is caused by Partner, Customer or any third party product or service;
(c) if the Cloud Service is used in conjunction with any product or service not provided by SAP;
(d) for any Customer activities not permitted under the Agreement; or
(e) for any claims or damages arising from inherently dangerous use of any of the Cloud Services provided
under or in connection with the Agreement.
9.2. No Cap on Liability
Neither party's liability is capped for damages resulting from:
(a) the parties' obligations under Sections 8.1.1 or 8.2 (excluding SAP's obligation under Section 8.1.1 where
the third party claim(s) relates to Cloud Services not developed by SAP);
(b) death or bodily injury arising from either party's gross negligence or willful misconduct; and/or
(c) Customer's unauthorized use of any Cloud Service or any failure by Customer to pay Partner any fees
due for the Cloud Services.
9.3. Liability Cap
Except as set forth in Section 9.1, the maximum aggregate liability of either party (or its respective Affiliates or
SAP's subcontractors) to the other or to any other person or entity for all events (or series of connected events)
arising in any twelve (12)-month period will not exceed the annual subscription fees paid by Customer to
Partner for the applicable Cloud Service associated with the damages for that twelve (12)-month period. Any
"twelve (12)-month period' commences on the Subscription Term start date or any of its yearly anniversaries.
9.4. Exclusion of Damages
In no case will:
(a) either party (or its respective Affiliates or SAP's subcontractors) be liable to the other party for any special,
incidental, consequential, or indirect damages, loss of goodwill or business profits, work stoppage or for
exemplary or punitive damages: and
(b) SAP be liable for any damages caused by any Cloud Service provided for no fee.
9.5. Extension to group members
Any limitations to the liability and obligations of SAP according to this Section 9 will also apply for the benefit
of SAP SE and any of its Affiliates and their respective licensors.
9.6. SAP will not be obliged to provide an indemnity or damages where Customer has been fully compensated or
indemnified for the same loss or damage under its agreement with Partner.
General Terms and Conditions for SAP Cloud Services (for indirect sales) enNAMERiCA.v_6-2023 Page 7 of 10
10. INTELLECTUAL PROPERTY RIGHTS
10.1. SAP Ownership
10.1.1. Except for any rights expressly granted to Customer under the Agreement, SAP, SAP SE, their Affiliates or
licensors own all Intellectual Property Rights in and any derivative works of:
(a) the Cloud Service;
(b) SAP Materials,-
(c) Documentation, and
(d) any services, design contributions, related knowledge or processes, whether or not developed for
Customer.
Customer shall execute such documentation and take such other steps as is reasonably necessary to secure
SAP's or SAP SE's title over such rights.
10.2. Acceptable Use Policy
With respect to the Cloud Service, Customer will not:
(a) copy, translate, disassemble, decompile, make derivative works, or reverse -engineer the Cloud Service
or SAP Materials (or attempt any of the foregoing):
(b) enter, store, or transfer any content or data on or via the Cloud Service that is unlawful or infringes any
Intellectual Property Rights,
(c) circumvent or endanger its operation or security of the Cloud Service; or
(d) remove SAP's copyright and authorship notices.
11. CONFIDENTIALITY
11 1. Use of Confidential Information
11.1.1. The receiving party shall:
(a) maintain all Confidential Information of the disclosing party in strict confidence, taking steps to protect the
disclosing party's Confidential Information substantially similar to those steps that the receiving party takes
to protect its own Confidential Information, which shall not be less than a reasonable standard of care;
(b) not disclose or reveal any Confidential Information of the disclosing party to any person other than its
Representatives whose access is necessary to enable it to exercise its rights or perform its rights or
perform its obligations under the Agreement and who are under obligations of confidentiality substantially
similar to those in Section 11;
(c) not use or reproduce any Confidential Information of the disclosing party for any purpose outside the scope
of the Agreement; and
(d) retain any and all confidential, internal, or proprietary notices or legends which appear on the original and
on any reproductions
11.1.2. Customer shall not disclose any information about the Agreement, its terms and conditions, the pricing or any
other related facts to any third party.
11.1.3. Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section
11.
11.2, Compelled Disclosure
The receiving party may disclose the disclosing party's Confidential Information to the extent required by law,
regulation, court order or regulatory agency; provided, that the receiving party required to make such a
disclosure uses reasonable efforts to give the disclosing party reasonable prior notice of such required
disclosure (to the extent legally permitted) and provides reasonable assistance in contesting the required
disclosure, at the request and cost of the disclosing party. The receiving party and its Representatives shall
use commercially reasonable efforts to disclose only that portion of the Confidential Information which is legally
requested to be disclosed and shall request that all Confidential Information that is so disclosed is accorded
confidential treatment.
General Terms and Conditions for SAP Cloud Services (for indirect sales) enNAMERICA. v.6-2023 Page 8 of 10
11.3. Exceptions
The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information
that:
(a) is independently developed by the receiving party without reference to the disclosing party's Confidential
Information;
(b) has become generally known or available to the public through no act or omission by the receiving party;
(c) at the time of disclosure, was known to the receiving party free of confidentiality restrictions;
(d) is lawfully acquired free of restriction by the receiving party from a third party having the right to furnish
such Confidential Information; or
(e) the disclosing party agrees in writing is free of confidentiality restrictions.
11.4. Destruction and Return of Confidential Information
Upon the disclosing party's request, the receiving party shall promptly destroy or return the disclosing party's
Confidential Information, including copies and reproductions of it. The obligation to destroy or return
Confidential Information shall not apply,
(a) if legal proceedings related to the Confidential Information prohibit its return or destruction, until the
proceedings are settled or a final judgment is rendered,
(b) to Confidential Information held in archive or back-up systems under general systems archiving or backup
policies, or
(c) to Confidential Information the receiving party is legally entitled or required to retain.
12. FEEDBACK
Customer may at its sole discretion and option provide SAP with Feedback. In such instance, SAP, SAP SE
and its Affiliates may in their sole discretion retain and freely use, incorporate or otherwise exploit such
Feedback without restriction, compensation or attribution to the source of the Feedback.
13. MISCELLANEOUS
13.1. Severability
If any provision of the Agreement is held to be wholly or in part invalid or unenforceable, the invalidity or
unenforceability will not affect the other provisions of the Agreement. No Waiver
A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
13.2. Electronic Signature
Electronic signatures that comply with applicable law are deemed original signatures.
13.3. Trade Compliance
13.3.1 SAP and Customer shall comply with Export Laws in the performance of this Agreement_ SAP Confidential
Information is subject to Export Laws Customer, its Affiliates, and Authorized Users shall not directly or
indirectly export, re-export, release, or transfer Confidential Information in violation of Export Laws. Customer
is solely responsible for compliance with Export Laws related to Customer Data, including obtaining any
required export authorizations for Customer Data. Customer shall not use the Cloud Service from
Crimea/Sevastopol, Cuba, Iran, the People's Republic of Korea (North Korea), the so-called Luhansk Peoples
Republic (LNR) and Donetsk Peoples Republic (DNR) or Syria.
13.3.2_ Upon SAP's request, Customer shall provide information and documents to support obtaining an export
authorization. Upon written notice to Customer SAP may immediately terminate Customer's subscription to the
affected Cloud Service if
(a) the competent authority does not grant such export authorization within 18 months; or
(b) Export Laws prohibit SAP from providing the Cloud Service to Customer.
General Terms and Conditions for SAP Cloud Services (for indirect sales) enNAMERICA.v.6-2023 Page 9 of 10
13.4. Notices
All notices will be in writing and given when delivered to the address set forth in a Cloud GTC Acceptance
Form. Notices from SAP to Customer may be in the form of an electronic notice to Customer's authorized
representative or administrator. SAP may provide notice of modifications to the Cloud Service under Section
3.4.2 via Documentation, release notes or publication. System notifications and information from SAP relating
to the operation, hosting or support of the Cloud Service can also be provided within the Cloud Service, or
made available via the SAP Support Portal.
13.5. Assignment
Without SAP's prior written consent, Customer may not assign or transfer the Agreement (or any of its rights
or obligations) to any party. SAP may assign the Agreement to SAP SE or any of its Affiliates.
13.6, Subcontracting
SAP may subcontract parts of the Cloud Service to third parties. SAP is responsible for breaches of the
Agreement caused by its subcontractors.
13.7. Relationship of the Parties
The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or
employment relationship between the parties is created by the Agreement.
13.8. Force Majeure
Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the
reasonable control of the performing party is not a breach of the Agreement. The time for performance will be
extended for a period equal to the duration of the conditions preventing performance.
13.9. Governing Law
The Agreement and any claims (including any non -contractual claims) arising out of or in connection with this
Agreement and its subject matter will be governed by and construed under the laws of the State of New York.
The United Nations Convention on Contracts for the International Sale of Goods and any conflicts of law
principles and the Uniform Computer Information Transactions Act (where enacted) will not apply to the
Agreement.
13,10. Jurisdiction and Mandatory Venue
The parties submit to the exclusive jurisdiction of the courts located in New York, New York. The parties waive
any objections to the venue or jurisdictions identified in this provision. The mandatory, sole and exclusive
venue, place or forum for any disputes arising from the Agreement (including any dispute regarding the
existence, validity or termination of the Agreement) shall be New York, New York.
13.11. Waiver of Right to Jury Trial
Each party waives any right it may have to a jury trial for any claim or cause of action arising out of or in relation
to the Agreement.
13.12, Statute of Limitation
Customer must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within
one (1) year from the date when Customer knew, or should have known after reasonable investigation, of the
facts giving rise to the claim(s).
13.13. Entire Agreement
The Agreement constitutes the complete and exclusive statement of the agreement between SAP and
Customer in connection with the parties' business relationship related to the subject matter of the Agreement.
All previous representations, discussions, and writings (including any confidentiality agreements) are merged
in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be
modified solely in writing signed by both parties, except as permitted under Section 3.4. Terms and conditions
of any Customer -issued purchase order shall have no force and effect, even if SAP accepts or does not
otherwise reject the purchase order
General Terms and Conditions for SAP Cloud Services (for indirect sales) enNAMERICA.v.6-2023 Page 10 of 10
05116 Carahsoft_Amendment_
Final Audit Report 2025-10-29
Created: 2025-10-13
By: Ryan Rensel (Ryan.Rensei@des.wa.gov)
Status: Signed
Transaction ID: CBJCHBCAABAA9wnZbynF6JEi7SyglTuThgUHLw6lnuix
"05116_Carahsoft_Amendment_3" History
Document created by Ryan Rensel (Ryan.Rensel@des.wa.gov)
2025-10-13 - 8:02:55 PM GMT
Document emailed to Natalie LeMay (natalie.lemay@carahsoft.cam) for signature
2025-10-13 - 8:03:52 PM GMT
Email viewed by Natalie LeMay (natalie.lemay@carahsoft.com)
2025-10-13 - 8:13:05 PM GMT
New document URL requested by Natalie LeMay (natalie.lemay@carahsoft.com)
2025-10-29 - 1:57:02 PM GMT
Email viewed by Natalie LeMay (natalie.lemay@carahsoft.com)
2025-10-29 - 1:57.25 PM GMT
Document e-signed by Natalie LeMay (natalie.lemay@carahsoft.com)
Signature Date: 2025-10-29 - 7:13:34 PM GMT - Time Source: server
Document emailed to Michellee Jemmott (michellee.jemmott@des.wa.gov) for signature
2025-10-29 - 7:13:35 PM GMT
Email viewed by Michellee Jemmott (michellee.jemmott@des.wa.gov)
2025-10-29 - 6:13:22 PM GMT
-Aj, Document e-signed by Michellee Jemmott (michellee.jemmott@des.wa.gov)
Signature Date. 2025-10-29 - 8:13.47 PM GMT - Time Source: server
Document emailed to Ryan Rensel (rjamesrensel@gmaiLcom) for approval
2025-10-29 - 8:13:49 PM GMT
Email viewed by Ryan Rensel (rjamesrensel@gmaiLcom)
2025-10-29 - 9:49:53 PM GMT
a Adobe Acrobat Sign
Document approved by Ryan Rensel (rjamesrensel@gmail.com)
Approval Date: 2025-10-29 - 9:50:10 PM GMT - Time Source: server
Agreement completed.
2025-10-29 - 9:50:10 PM GMT
.a- Adobe Acrobat Sign
CONTRACT REEW FORM Clear Form
VI
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Carahsoft
Contract For: Darwin Al Soft
Term: 1 Year
Contract No: CSDO10
COUNTY DEPARTMENT:
Central Services Department
Contact Person:
Shawn Frederick
Contact Phone:
360-385-9362
Contact email:
sfredericknco.efferson.wa.us
AMOUNT: $25,000
PROCESS:
Exempt from Bid Process
Revenue:
N/A
Cooperative Purchase
Expenditure:
$25,000
Competitive Sealed Bid
Matching Funds Required:
NIA
Small Works Roster
Sources(s) of Matching Funds
N/A
Vendor List Bid
Fund #
506
RFP or RFQ
Munis Org/Obj
50651888/480000
Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH dCC 3.55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: no N/A:
'5
/a '�
S i gn ature
Date
STEP 2:
COUNTY
AGENCY.
DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
(CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
CERTIFIED: Fil N/A:
Signature
la 131
Date
STEP 3: RISK MANAGEMENT REVIEW (will he added electronically through Laserfiche):
Electronically approved by Risk Management on 12/31/2025.
STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 12/31/2025.
Negotiated with the assistance of the PAO.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL