North+Dakota+-+Henry+Schein+Final.pdf

MMS2401077

North Dakota

MMCAP INFUSE MPA North Dakota

Member-Requested Participation Addendum (MPA)

This Addendum ( MPA ) is entered into by State of North Dakota Member ) and Henry Schein, Inc., a corporation with a principal address of 135 Duryea Road, Melville, NY 11747 Vendor the MMCAP Infuse, an agency of the State of Minnesota MMCAP Infuse , regarding MMS2401077 Agreement

WHEREAS, Member and Vendor wish to amend the terms and conditions of the Agreement to address the matters of Member.

WHEREAS, MMCAP Infuse has sole approval authority to any changes to the Agreement, thus is a signatory to this MPA.

WHEREAS, Member, MMCAP Infuse, and Vendor do not intend to alter, amend, interfere, modify, or adjust the contractual relationship of MMCAP Infuse and Vendor.

THEREFORE, the parties agree as follows:

I. DEFINITIONS

A. Membership: Means the joint power cooperative comprised of the MMCAP Infuse authorized states, departments, facilities, and other municipalities.

B. Facilities: Means the authorized departments, facilities, and other municipalities approved by Member and MMCAP Infuse to access and use this MPA.

II. EFFECTIVE DATE AND TERM

A. Effective Date: This MPA is effective on July 1, 2025, or the date all signatures have been obtained, whichever is later.

B. Termination: This MPA terminates upon:

1. Thirty (30) written notice to the other parties; or

2. The termination of the Agreement between MMCAP Infuse and the Vendor; or

3. Written agreement executed by all parties.

III. SCOPE

A. Exhibit A: Which is attached and incorporated herein, identifies the Agreement and all other documents to be incorporated into the contractual relationship between Member and Vendor.

B. Exhibit B: Which is attached and incorporated herein identifies the language to be incorporated into the contractual relationships between Member and Vendor, as referenced on Exhibit A. In the event of any conflict between the terms of the Agreement and Exhibit B of this MPA, the terms of Exhibit B will supersede as between Member and Vendor. Neither MMCAP Infuse, the State of Minnesota, nor any other party of the Membership (except for the Facilities) are bound by the terms of Exhibit B.

IV. GENERAL PROVISIONS

A. Assignment: Except as affirmed in this MPA, neither the Member nor Vendor will assign, delegate, or transfer any rights or obligations under this MPA without the prior written consent of MMCAP Infuse.

B. Counterparts and Electronic Signature: The MPA cannot be executed in counterparts and will not be enforceable until MMCAP Infuse has obtained all required signatures. If requested by MMCAP, Member and Vendor expressly agree to conduct transactions under the MPA by electronic means (including, without limitation, with respect to execution, delivery, storage and transfer of this MPA by electronic means and to the enforceability of this electronic agreement). MMCAP Infuse will be deemed to have control of the authoritative copy for the electronic transferable record, in each case regardless of whether applicable law recognizes electronic transferable records or control of electronic transferable records and regardless of whether this MPA is an electronic record or transferable record. Member and Vendor will cooperate with and take all actions required by MMCAP Infuse in order for this MPA to be a transferable record, to ensure that MMCAP Infuse has control of the authoritative copy of such transferable record.

C. Amendments: Any amendment or modification to this MPA must be in writing and will not be effective until executed by Vendor, the Member, and MMCAP Infuse.

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

BY AND BETWEEN:

FOR THE MEMBER:

STATE OF NORTH DAKOTA

Signature: _______________________

Printed: _______________________

Title: _______________________

Date: _______________________

VENDOR: Henry Schein, Inc.

Signature: _______________________

Printed: Andy Goldy

Title: VP, One Government

Date: _______________________

IN AN APPROVAL CAPACITY ONLY:

State of Minnesota for MMCAP Infuse In accordance with Minn. Stat. § 16C.03, subd. 3

Signature: __________________________

Printed: __________________________ Date: _______________

Minnesota Commissioner of Administration In accordance with Minn. Stat. § 16C.05, subd. 2

Signature: __________________________

Printed: __________________________ Date: _______________

Chad Keech State Procurement Officer 3/27/2025

EXHIBIT A

Agreement and other Applicable Legal Documents

1. Agreement MMS2401077

EXHIBIT B

Language Modification of the Agreement

The following terms and conditions are entered into between Vendor and the Member and are added to the documents identified on Exhibit A. Neither MMCAP Infuse, the State of Minnesota, nor the Membership, except for the Member (and applicable Facilities), are bound by the terms within this Exhibit.

Additional Terms:

1. Confidentiality: Vendor shall not use or disclose any information it receives from Member under this MPA that Member has previously identified as confidential or exempt from mandatory public disclosure except from mandatory public disclosure except as necessary to carry out the purposes of this MPA or the Agreement or as authorized in advance by Member. Member shall not disclose any information it receives from Vendor that Vendor has previously identified as confidential and that Member determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota open records law, North Dakota Century Code (N.D.C.C) ch. 44-04. The duty of Member and Vendor to maintain confidentiality of information under this section continues beyond the term of this MPA.

2. Compliance with Public Records Laws: Under the North Dakota public records law and subject to the Confidentiality clause of this MPA certain records may be open to the public upon request. Public records may include: (a) records Member receives from Vendor under this MPA, (b) records obtained by either Member or Vendor under this MPA, and (c) records generated by either Member or Vendor under this MPA. Vendor agrees to contact Member immediately upon receiving a request for information under the public records law and to comply

Member and Vendor understand this does not es Chapter

13.

3. Spoliation: Vendor shall notify Member of all potential claims that Vendor is aware of that arise as a result of Vendor performance under this MPA. Vendor shall also take all reasonable steps to preserve all physical evidence and information that may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and grants to Member the opportunity to review and inspect the evidence, including the scene of an accident.

4. Cooperative Purchasing Contract: This MPA is a cooperative purchasing contract established pursuant to N.D.C.C. § 54-44.4-13. This MPA is made available to MMCAP Infuse Facilities that are state entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C ch. 39-04.2, and the International Peace Garden. Participation in this open-ended MPA is not mandated; therefore, the estimated volume of this MPA is not known.

5. Governing Law and Venue between the Member and Vendor: In respects to the Member and Vendor, this MPA is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this MPA in respect to claims between the Member and Vendor must be adjudicated exclusively in the state District Court of Burleigh County, North Dakota. Member and Vendor consents to the exclusive jurisdiction of such court and waives any claim of lack of jurisdiction or forum non conveniens.

6. Indemnification: In addition to any indemnity obligations found within the Master Agreement, Vendor agrees that any attorney appointed to represent the Member must first qualify as and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under N.D.C.C. § 54-12-08. In respects to a multi-jurisdictional issue, the indemnification clause of the master Agreement will apply,

7. Alternative dispute resolution Jury Trial: Member does not agree to any form of binding arbitration, mediation, or other forms of mandatory alternative dispute resolution. The parties have the right to enforce their rights and remedies in judicial proceedings. Member does not waive any right to a jury trial.

8. Attorney Fees: In the event a lawsuit is instituted by Member to obtain performance due under this MPA, and Member is the prevailing party, Vendor shall, except when prohibited by N.D.C.C. § 28-26-04, pay Member reasonable attorney fees and costs in connection with the lawsuit.

9. Nondiscrimination and Compliance with Laws: Vendor agrees to comply with all applicable federal and state laws, rules, and policies, including those relating to nondiscrimination, accessibility and civil rights. (See N.D.C.C.

Title 34 Labor and Employment, specifically N.D.C.C. ch. 34-06.1 Equal Pay for Men and Women.)

Vendor agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes, unemployment compensation and workers' compensation premiums.

terminate in accordance with the Termination section of this MPA.