PA+-+Maximus+and+ND+-+FINAL+-+signed.pdf

PARTICIPATING ADDENDUM

Mountain Plains User Group (MPUG)

Women, Infants, and Children (WIC) Product Management Services Contract Lead by the State Wyoming (hereinafter "Lead State")

MASTER CONTRACT

Maximus US Services, INC.

Wyoming Contract No. 243410

(hereinafter "Contractor") And

State of North Dakota (hereinafter "Participating

Entity")

1. Purpose: This Participating Addendum will add the entity listed above as a Participating Entity eligible to utilize the WIC Product Management Services Contract No. 243410 with the Contractor.

2. Scope: This addendum covers the WIC Product Management Services Contract led by the State of Wyoming for product management services for the Maintenance and Enhancement (M&E) of the Mountain Plains States Consortium (MPSC) Management Information System (MIS) utilized by the MPUG.

3. Term: This Participating Addendum is effective as of the date of the last signature below and will terminate upon termination of the Master Contract, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

4. Cooperative Purchasing Contract Participation and Usage: This Participating Addendum may be used by North Dakota Department of Health and Human Services entities located in the Participating Entity state. If Contractor becomes aware that an entity’s use of this Participating Addendum is not authorized, Contractor will notify Participating Entity to initiate outreach to the appropriate parties.

5. Payments and Billing:

a. The Contractor shall send an itemized invoice to the Participating Entity for product management services on a monthly basis, following the month in which product management services were performed.

b. The Contractor shall send invoices electronically to (Participating Entity email address) at the Participating Entity.

c. The Participating Entity agrees to pay the Contractor for product management service charges, in accordance with the specific monthly price amounts as specified in the most current Contract.

d. The Participating Entity agrees to pay the Contractor for product management services within 30 days of receiving the itemized invoice.

6. Participating State Modifications or Additions to Master Contract: (These modifications or additions apply only to actions and relationships within the Participating Entity.)

a. Nondiscrimination and Compliance with Laws (Supplements Master Contract, Item 7G and Item 8G) 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 Participating Addendum all licenses and permits required by law.

Contractor is prohibited from boycotting Israel for the duration of this Participating Addendum. (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 Participating Addendum. If Participating Entity receives evidence that Contractor boycotts Israel, Participating Entity 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 full-time employees.

Contractor is prohibited from boycotting Israel for the duration of this Participating Addendum. (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 Participating Addendum. If Participating Entity receives evidence that Contractor boycotts Israel, Participating Entity 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 full-time employees.

Contractor’s failure to comply with this section may be deemed a material breach by Contractor entitling Participating Entity to terminate in accordance with the Termination for Cause section of the Master Contract item 8Y.

b. Applicable Law and Venue (Replaces Master Contract, Item 8B) This Participating Addendum is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Participating Addendum must be adjudicated exclusively in the state District Court of Burleigh County, North Dakota. Each Party consents to the exclusive jurisdiction of such court and waives any claim of lack of jurisdiction or forum non conveniens.

c. State Audit (Supplements Master Contract, Item 8D)

Pursuant to N.D.C.C. § 54-10-19, all records, regardless of physical form, and the accounting practices and procedures of Contractor relevant to this Participating Addendum are subject to examination by the North Dakota State Auditor, the Auditor’s designee, or Federal auditors, if required. Contractor shall maintain these records for at least three (3) years following completion of this Participating Addendum and be able to provide them upon reasonable notice. Participating Entity, State Auditor, or Auditor’s designee shall provide reasonable notice to Contractor prior to conducting examination.

d. Confidentiality (Supplements Master Contract, Item 8H) Contractor shall not use or disclose any information it receives from Participating Entity under this Participating Addendum that Participating Entity has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Participating Addendum or as authorized in advance by Participating Entity. Participating Entity shall not disclose any information it receives from Contractor that Contractor has previously identified as confidential and that Participating Entity determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota public records law, N.D.C.C. ch. 44-04. The duty of Participating Entity and Contractor to maintain confidentiality of information under this section continues beyond the Term of this Participating Addendum.

e. Indemnification and Limitation of Liability (Replaces Master Contract, Items 8M and 8Mi) Contractor agrees to defend, indemnify, and hold harmless the state of North Dakota, its agencies, officers, employees, and Participating Entity (State), from and against claims based on the vicarious liability of the State or its agents, but not against claims based on the State’s contributory negligence, comparative and/or contributory negligence or fault, sole negligence, or intentional misconduct. This obligation to defend, indemnify, and hold harmless does not extend to professional liability claims arising from professional errors and omissions. The legal defense provided by Contractor to the State under this provision must be free of any conflicts of interest, even if retention of separate legal counsel for the State is necessary. Any attorney appointed to represent the State 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.

Contractor also agrees to reimburse the State for all costs, expenses and attorneys' fees incurred if the State prevails in an action against Contractor in establishing and litigating the indemnification coverage provided herein. This obligation shall continue after the termination of this Participating Addendum.

Limitation of Liability. Participating Entity agrees the Contractor's total liability to the Agency for any and all damages whatsoever arising out of, or in any way related to, this Participating Addendum from any cause, including but not limited to negligence, errors, omissions, strict liability, breach of Contract or breach of warranty shall not, in the aggregate, exceed twice the total contract value. This limitation shall not apply to loss resulting from fraud, willful or intentional misconduct, breach of confidentiality obligations, personal injury or property damage. In no event shall Contractor be liable for indirect, special, incidental, economic, consequential or punitive damages, including but not limited to lost profits, loss of technology rights or services, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if the Contractor has been advised of the likelihood of such damages, and notwithstanding any failure or essential purpose of any limited remedy.

f. Insurance (Replaces Master Contract, Item 8Ui)

Commercial general liability, including premises operations, contractual liability, and products/completed operations coverages (if applicable), with minimum liability limits of $2,000,000 per occurrence/$4,000,000 annual aggregate.

g. Termination of Contract (Supplements Master Contract, Item 8Y)

a) Termination for Lack of Funding or Authority

Participating Entity by written notice to Contractor, may terminate the whole or any part of this Participating Addendum under any of the following conditions:

1) If funding from federal, state, or other sources is not obtained or continued at levels sufficient to allow for purchase of the services or goods in the indicated quantities or term.

2) If federal or state laws or rules are modified or interpreted in a way that the services or goods are no longer allowable or appropriate for purchase under this Participating Addendum or are no longer eligible for the funding proposed for payments authorized by this Participating Addendum.

3) If any license, permit, or certificate required by law or rule, or by the terms of this Participating Addendum, is for any reason denied, revoked, suspended, or not renewed.

Termination of this Participating Addendum under this subsection is without prejudice to any obligations or liabilities of either Party already accrued prior to termination.

h. Alternative Dispute Resolution – Jury Trial

By entering this Participating Addendum, Participating Entity does not agree to binding arbitration, mediation, or any other form of mandatory Alternative Dispute Resolution. The Parties may enforce the rights and remedies in judicial proceedings. Participating Entity does not waive any right to a jury trial.

7. Participating Entity Primary Contacts:

The primary government contact for this Participating Addendum is as follows:

WIC Contact Procurement Contact Name Amanda Varriano Abigail Dschaak State/Political Entity North Dakota HHS WIC Office of Management and

Budget, State Procurement Office

Address 600 E Boulevard Ave, Dept 325 600 E Boulevard Ave, Dept

City, State, Zip Bismarck, ND 58505 Bismarck ND 58505-0310

Phone 701-328-2496 701-328-4912 Email alvarriano@nd.gov aadschaak@nd.gov

8. Lead State/Contractor Primary Contacts:

The primary contacts for this Participating Addendum are listed below:

State of Wyoming Contractor Name Tina Fearneyhough Ellen Thompson Title WIC Unit Manager Associate Managing Director Address Wyoming Department of

Health, Public Health Division 122 West 25th Street 3rd Floor West Cheyenne, WY 82002

Maximus US Services, INC.

1600 Tysons Blvd.

Suite 1400 McLean, VA 22102

Phone 307-777-7494 240-401-8676 Email Tina.fearneyhough@wyo.gov EllenThompson@maximus.com

This Participating Addendum and the Master Contract No. 243410 (administered by the State of Wyoming) together with its attachments, set forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous communications, representations, or agreements, whether oral or written, with respect to the subject matter hereof.

Terms and conditions inconsistent with, contrary, or in addition to the terms and conditions of this Addendum and the Master Contract, together with its attachments, shall not be added to or incorporated into this Addendum or the Master Contract and its attachments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Addendum and the Master Contract and its attachments shall prevail and govern in the case of any such inconsistent or mailto:alvarriano@nd.gov mailto:alvarriano@nd.gov additional terms within the Participating Entity.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below.

Participating State/Entity Contractor By: By:

Name: Name:

Title: Title:

Date: Date:

Participating State/Entity By:

Name: Abigail Dschaak Title: State Procurement Officer Date:

Kyle A. Gregory Counsel - Contracts 3/6/2025

3/7/2025

Sara E. Stolt Deputy Commissioner

03/07/2025 https://adobecancelledaccountschannel.na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAeLMaX2coZu388iockBnuLEs4CyzIRdJM