Amendment+2+Renewal_Final_SIGNED.pdf

CONTRACT AMENDMENT

CONTRACT NAME AND NUMBER: PeopleSoft Test Framework, #280

AMENDMENT NUMBER: 2 (two)

This amendment is made to #280, PeopleSoft Test Framework (Contract) between the State of North Dakota, acting through its Information Technology Department in conjunction with the Office of Management and Budget (STATE), and SpearMC Consulting, Inc, a California Corporation

(CONTRACTOR).

The parties agree to the following terms and conditions and expressly agree that if any of the following terms and conditions conflict with any of the terms and conditions of the Contract, then, notwithstanding any term in the Contract, the following terms and conditions govern and control the rights and obligations of the parties.

The parties agree to amend the Contract as follows:

A. Parties to the Contract:

Contract Section 1 (one) Parties. The North Dakota University System no longer wishes to use and / or be part of this contract. Therefore, REMOVE all mentions of the North Dakota University System from this Amendment forward.

B. Renewal and Extensions

Contract Section 7 (seven), Term of Contract. The Contract commenced on 10/26/2020 ending twelve (12) months after Final Acceptance (10/10/2022). with an option to renew the Contract for up to three (3) 24-month renewals and one (1) option of up to 12 months to extend.

Previously the Contract was renewed for 1 (one) term of 24 months through 10/10/2024.

The parties have agreed to renew the Contract for the last 2 (two) terms at 24 months each;

therefore, the Contract is amended to change the expiration date to 10/10/2028. The Contract has no renewals remaining.

This change is authorized under Contract section 7c, TERM OF CONTRACT, Renewal Option.

C. Insurance

Pursuant to 2021 House Bill 1057, the statutory caps on State liability (N.D.C.C. § 32-12.2-02) increase each year starting July 1, 2022 through July 1, 2026. Therefore, the insurance requirements for this Contract are being amended.

Contract Section 18, Insurance. Insurance requirements are hereby amended as follows, listed by subsection:

1) Replace Subsection 18a, with: Commercial general liability, including premises or operations, contractual, and products or completed operations coverages (if applicable), with minimum liability limits of $2,000,000 per occurrence.

2) Replace Subsection 18b, with: Automobile liability, including Owned (if any), Hired, and Non-Owned automobiles, with minimum liability limits of $500,000 per person and $2,000,000 per occurrence.

3) Replace Subsection 18d, with: Employer’s liability or “stop gap” insurance of not less than $2,000,000 as an endorsement on the workers compensation or commercial general liability insurance.

D. Third-Party Risk Management Program

The Third-Party Risk Management (TPRM) program helps to classify, evaluate, and monitor all third-party Vendors to provide reasonable assurance that inherent and overall risk associated with each third-party Vendor relationship is understood and aligned to the overall security objectives at NDIT. TPRM went into effect on July 1, 2023. The Contract is hereby amended to include the following TPRM section:

CONTRACTOR shall undergo the third-party security questionnaire on an annual basis at no cost to the STATE, unless CONTRACTOR has received FedRAMP, StateRAMP, or HiTrust certification.

CONTRACTOR shall provide complete questionnaire within twenty-one (21) calendar days of receiving a written request. CONTRACTOR shall undergo the third-party security questionnaire when a breach has occurred.

E. Nondiscrimination And Compliance with Laws:

Effective August 1, 2023, a state entity that enters a contract that includes a provision prohibiting discrimination shall require the contract to include a provision prohibiting a party to the contract from boycotting Israel for the duration of the contract. The Contract is hereby amended to include the following TPRM section:

CONTRACTOR 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.)

CONTRACTOR 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. CONTRACTOR shall have and keep current all licenses and permits required by law during the Term of this Contract. CONTRACTOR is prohibited from boycotting Israel for the duration of this Contract. (See N.D.C.C § 54-44.4-15.)

CONTRACTOR represents that it does not and will not engage in a boycotting Israel during the term of this Contract. If STATE receives evidence that CONTRACTOR boycotts Israel, STATE shall determine whether the company boycotts Israel. The foregoing does not apply to contracts with a total value of less than $100,000 or if CONTRACTOR has fewer than ten (10) full-time employees.

CONTRACTOR’s failure to comply with this section may be deemed a material breach by CONTRACTOR entitling STATE to terminate in accordance with the Termination for Cause section of this Contract.

F. Price Adjustment Contract Section 7 (seven) Term of Contract, d Renegotiation option and Contract Section Compensation Exhibit B-1 – Compensation Details for State, #3 Testing as a Service – Ongoing Software license, maintenance services or subscription services allow CONTRACTOR and STATE to negotiate future ongoing maintenance and support after the initial term of Contract. The Contract is hereby amended as follows:

Add years six – seven to capture the last renewal term pricing. Therefore REMOVE the current section 3 and replace with:

3. TESTING AS A SERVICE - ONGOING SOFTWARE LICENSE, MAINTENANCE SERVICES

OR SUBSCRIPTION SERVICES

Time Period Dollar Amount Year One (10/10/21 – 10/10/22) $28,100 Year Two (10/10/22 – 10/10/23) $28,100 Year Three (10/10/23 – 10/10/24) $28,100 Year Four (10/10/24 – 10/10/25) $28,100 Year Five (10/10/25 – 10/10/26) $28,100 Year Six (10/10/26 – 10/10/27) $29,600

Year Seven (10/10/27 – 10/10/28) $29,600

All other terms of the Contract remain in effect. This Contract Amendment is not effective until fully executed by all parties.

EXECUTION

CONTRACTOR STATE OF NORTH DAKOTA

SpearMC Consulting, Inc. Acting through its Office of Management and Budget

BY: BY:

Randall Johnson Angie Scherbenske

Vice President IT Procurement Officer II

Date: Date: 9/18/2024

STATE OF NORTH DAKOTA STATE OF NORTH DAKOTA

Acting through its Information Technology Dept. Acting through its North Dakota University System

BY: BY:

Greg Hoffman Corey Quirk

Chief Information Officer Deputy CIO

Date: Date:

09/18/2024

Randall Johnson (Sep 18, 2024 13:24 CDT)

09/18/2024

Corey Quirk (Sep 20, 2024 15:19 CDT) Corey Quirk

09/20/2024 https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAnVyWx0BclrQgcckIXgv66sPpU_pX_HRX https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAnVyWx0BclrQgcckIXgv66sPpU_pX_HRX https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAnVyWx0BclrQgcckIXgv66sPpU_pX_HRX https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAnVyWx0BclrQgcckIXgv66sPpU_pX_HRX

Amendment 2 Renewal_Final Final Audit Report 2024-09-20

Created: 2024-09-18

By: Angie Scherbenske (ankscherben@nd.gov)

Status: Signed

Transaction ID: CBJCHBCAABAAnVyWx0BclrQgcckIXgv66sPpU_pX_HRX

"Amendment 2 Renewal_Final" History Document created by Angie Scherbenske (ankscherben@nd.gov) 2024-09-18 - 4:19:48 PM GMT- IP address: 165.234.252.245

Document emailed to Angie Scherbenske (ankscherben@nd.gov) for signature

2024-09-18 - 4:22:22 PM GMT

Document emailed to Greg Hoffman (gahoffman@nd.gov) for signature

2024-09-18 - 4:22:22 PM GMT

Document emailed to Randall Johnson (randall.johnson@spearmc.com) for signature

2024-09-18 - 4:22:23 PM GMT

Document emailed to corey.quirk@ndus.edu for signature

2024-09-18 - 4:22:23 PM GMT

Document e-signed by Angie Scherbenske (ankscherben@nd.gov) Signature Date: 2024-09-18 - 4:23:00 PM GMT - Time Source: server- IP address: 165.234.252.245

Email viewed by Greg Hoffman (gahoffman@nd.gov) 2024-09-18 - 5:21:34 PM GMT- IP address: 104.47.65.254

Document e-signed by Greg Hoffman (gahoffman@nd.gov) Signature Date: 2024-09-18 - 5:21:46 PM GMT - Time Source: server- IP address: 165.234.248.3

Email viewed by corey.quirk@ndus.edu 2024-09-18 - 5:37:25 PM GMT- IP address: 174.205.98.236

Email viewed by Randall Johnson (randall.johnson@spearmc.com) 2024-09-18 - 6:24:24 PM GMT- IP address: 67.162.116.165

Document e-signed by Randall Johnson (randall.johnson@spearmc.com) Signature Date: 2024-09-18 - 6:24:35 PM GMT - Time Source: server- IP address: 67.162.116.165

Signer corey.quirk@ndus.edu entered name at signing as Corey Quirk 2024-09-20 - 8:19:27 PM GMT- IP address: 134.129.205.166

Document e-signed by Corey Quirk (corey.quirk@ndus.edu) Signature Date: 2024-09-20 - 8:19:29 PM GMT - Time Source: server- IP address: 134.129.205.166

Agreement completed.

2024-09-20 - 8:19:29 PM GMT

EXECUTION