LOA+Contract+-+Fully+Executed.pdf

CONTRACT - TEAM ND LEAVE OF ABSENCE MANAGEMENT SERVICES

1. PARTIES

The parties to this contract (Contract) are the state of North Dakota, acting through its Office of Management and Budget (STATE), and FMLASource, Inc., an Illinois Corporation) having its principal place of business at 455 N Cityfront Plaza Dr., Chicago Illinois 60611 (CONTRACTOR).

2. DEFINITIONS

a) Account Manager is an individual assigned by CONTRACTOR to perform Account Management.

b) Control Environment - is the set of standards, processes, and structures that provide the basis for carrying out internal control across the organization.

c) Data - means any information provided to, or collected, generated, stored, or processed by the system. Data includes user identification information and metadata which may contain Data or from which the STATE

d) Data Breach - means any access, destruction, loss, theft, use, modification or disclosure of Data by an unauthorized party or that is in violation of Contract terms and/or applicable state or federal law.

e) Data Classification - means the process of defining data into relevant categories so the information has the appropriate controls in place to protect confidentiality, integrity, and availability based on the type of information.

f) Personally Identifiable Information (PII) - information about an individual maintained by an agency, including that entity, such as records; or (2) is linked or linkable to an individual, such as medical, educational, financial, and employment information.

g) Service Level Agreement (SLA) - An agreement which sets the service level metric expectations between the CONTRACTOR and STATE.

h) Recovery Point Objective (RPO) - means the point in time to which Data can be recovered and/or systems restored when service is restored after an interruption. The Recovery Point Objective is expressed as a length of time between the interruption and the most proximate backup of Data immediately preceding the interruption. The RPO is detailed in the SLA.

i) Recovery Time Objective (RTO) - means the period of time within which information technology services, systems, applications and functions must be recovered following an unplanned interruption. The RTO is detailed in the SLA.

j) Software as a Service (SaaS). The capability provided to the consumer is to use applications running on a infrastructure. The applications are accessible from various client devices through interfaces such as a web browser (e.g., web-based email), or a program interface. The consumer does not manage or control the underlying infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings. This definition is based on and consistent with National Institute of Standards and Technology (NIST) Special Publication 800-145.

k) Users means contractors, subcontractors, outsourcing vendors, consultants and others who have a need to use the software for the benefit of STATE.

3. SCOPE OF WORK

CONTRACTOR, in exchange for the compensation paid by STATE under this Contract, shall provide the Team ND Leave of Absence Management Services described in the SOW (Exhibit A), Section 44 and in the documents listed in the Merger and Modification, Conflict in Documents Section.

4. COVERED SERVICES

a. Account Management: CONTRACTOR will assign the STATE with an Account Manager who will serve as the contact person and provide the STATE with reports and feedback on the Services. The Account Manager will also

b. Service Access:

1) Access to FMLA specialists through a toll-free number, from 7:30 A.M to 9:30 P.M. (Monday through Friday) CST; and

2) 24/7 access to automated service tools: CONTRACTOR internet site, mobile application and automated phone answering system (IVR).

c. FMLA Administration: CONTRACTOR will provide the following Services:

1) Maintain and update the FMLA eligibility database based on information provided by the

STATE.

2) Receive and document leave requests via telephonic, e-mail, regular mail and internet submissions.

3) Administer FMLA eligibility determinations based on the STATE federal and state regulations. Any administrative decisions outside of the guidelines shall be referred to the STATE for final determination.

4) Provide legally required leave request documentation and collect and review medical certification forms that are received by the CONTRACTOR.

5) Make leave decisions and issue legally required notifications, based on applicable federal and state regulations and mutually agreed upon timelines and procedural guidelines.

d. Reporting:

1) Employee FMLA absence history for the applicable rolling 12 month period; and

2) Program utilization reports detailing employees on leave, frequency of leave, and overall leave usage data.

5. COMPENSATION-PAYMENTS

e. Contractual Amount

STATE shall pay for the accepted services provided by CONTRACTOR under this Contract an amount not to exceed the amount listed in Exhibit B Compensation Details.

The Contractual Amount is firm for the duration of this Contract and constitutes the entire compensation due CONTRACTOR for performance of its obligations under this Contract regardless of the difficulty, materials or equipment required, including fees, licenses, overhead, profit and all other direct and indirect costs or expenses incurred by CONTRACTOR except as provided by an amendment to this Contract.

f. Invoicing

The final cost set forth on each invoice shall be equivalent to the cost for each deliverable or service as specified in the Scope of Work. CONTRACTOR shall not submit an invoice prior to completion and acceptance of the implementation.

g. Payment

Payment made in accordance with this Compensation section shall constitute payment in full for the services and work performed and the deliverables provided under this Contract and CONTRACTOR shall not receive any additional compensation hereunder.

STATE shall make payment under this Contract within forty-five (45) calendar days after receipt of an approved invoice.

Payment any other invoice or matter in relation thereto. CONTRACTOR's invoice will be subject to reduction for amounts included in any invoice or payment made which are determined by STATE not to constitute allowable costs, on the basis of audits conducted in accordance with the terms of this Contract. ll payments shall be subject to reduction for amounts equal to prior overpayments to CONTRACTOR.

For any amounts that are or will become due and payable to STATE by CONTRACTOR, STATE reserves the right to deduct the amount owed from payments that are or will become due and payable to CONTRACTOR under this Contract.

h. Travel

CONTRACTOR acknowledges travel expenses are covered by the Contractual Amount and shall not invoice STATE for travel expenses.

i. Prepayment

STATE will not make any advance payments before performance or delivery by CONTRACTOR under this Contract.

j. Payment of Taxes by State

STATE is not responsible for and will not pay local, state, or federal taxes. STATE sales tax exemption number is E-2001. STATE will furnish certificates of exemption upon request by

CONTRACTOR.

k. Taxpayer ID

36-4422951.

6. EQUIPMENT, MATERIALS, AND WORKSPACE RESOURCES PROVIDED BY PARTIES

For periods during which the Parties site:

a. On site means any location in Bismarck, ND.

b. STATE agrees to provide an adequate working space, when required.

c. Equipment and software for on-site CONTRACTOR personnel is to be provided by

CONTRACTOR.

When STATE and CONTRACTOR agree that remote access to systems is required, STATE shall provide the necessary supervised remote access security to enable CONTRACTOR access to the appropriate STATE systems.

7. TERM OF CONTRACT

This Contract term (Term or Initial Term) begins on its Effective Date (the date the Agreement is signed by both Parties) and ends June 30, 2025.

a. No Automatic Renewal

This Contract will not automatically renew.

b. Renewal Option

STATE may renew this Contract upon satisfactory completion of the Initial Term. STATE reserves the right to execute up to 4 options to renew this Contract under the same terms and conditions for a period of 12 months each (Renewal Term).

c. Extension Option

STATE reserves the right to extend this Contract for an additional period, not to exceed 12 months, beyond the current termination date of this Contract.

d. Renegotiation Option

Because it is unknown how long the services will be used by STATE and ongoing support are required for as long as the vendor solution and integration are operational, STATE and CONTRACTOR may renegotiate this Contract. After completion of the Initial Term, renewals, and extensions, STATE and CONTRACTOR may renegotiate the pricing and Term of this Contract. New pricing and Term shall be mutually agreed upon by the Parties and executed in writing.

If, during the Initial Term, any renewal, or extension STATE determines a realignment of the Term is needed (e.g. Parties may mutually agree, in writing, to a new Term with a termination date not to exceed the total available length of Contract including its Initial Term, renewals, and extensions.

8. TERMINATION

a. Termination by Mutual Agreement

This Contract may be terminated by mutual consent of both Parties executed in writing.

b. Early Termination in the Public Interest

STATE is entering this Contract for the purpose of carrying out the public policy of the State of North Dakota, as determined by its Governor, Legislative Assembly, Agencies, and Courts. If this Contract ceases to further the public policy of the State of North Dakota, STATE, in its sole discretion, by written notice to CONTRACTOR, may terminate this Contract in whole or in part.

c. Termination for Lack of Funding or Authority

STATE, by written notice to CONTRACTOR, may terminate the whole or any part of this Contract 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 good are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this Contract.

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

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

d. Termination for Cause

STATE may terminate this Contract effective upon delivery of written notice to CONTRACTOR, or any later date stated in the notice:

1) If CONTRACTOR fails to provide services or goods required by this Contract within the time specified or any extension agreed to in writing by STATE; or

2) If CONTRACTOR fails to perform any of the other provisions of this Contract, or so fails to pursue the work as to endanger performance of this Contract in accordance with its terms and fails to cure such within 20-calendar days, unless otherwise agreed by the parties, after written notice from the STATE setting out the failure is received.

The rights and remedies of STATE provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

9. SUSPENSION FOR CONVENIENCE

STATE shall have the right at any time to order the services of CONTRACTOR fully or partially STATE shall provide CONTRACTOR written notice of the reason for and duration of the suspension. The schedule shall be delayed on a day-for-day basis to the extent STATE has issued a stop work order to CONTRACTOR and such stop work order is causing delays in completing services in accordance with the schedule. CONTRACTOR shall have the right to submit claims in accordance with the terms of this Contract as a result of stop work orders issued under this section.

10. FORCE MAJEURE

Neither Party shall be held responsible for delay or default caused by fire, riot, terrorism, pandemic (excluding COVID-19), acts of God, or war if the event was not foreseeable through the exercise of the affected Party gives notice to the other Party promptly upon occurrence of the event causing the delay or default or that is reasonably expected to cause a delay or default. If CONTRACTOR is the affected Party and does not resume performance within fifteen (15) days or another period agreed between the Parties, then STATE may seek all available remedies, up to and including termination of this Contract pursuant to its Termination Section, and STATE shall be entitled to a pro-rata refund of any amounts paid for which the full value has not been realized, including amounts paid toward software subscriptions, maintenance, or licenses.

11. INJUNCTIVE RELIEF

CONTRACTOR shall immediately report to STATE any and all unauthorized disclosures or uses of confidential information or proprietary information of which CONTRACTOR or its staff is aware or has knowledge. CONTRACTOR acknowledges that any unauthorized publication or confidential information or proprietary information to others may cause immediate and irreparable harm to STATE. If CONTRACTOR should publish or disclose such confidential information or proprietary information without authorization, STATE shall immediately be entitled to injunctive relief or any other remedies to which it is entitled under law or equity without requiring a cure period. CONTRACTOR shall indemnify, defend, and hold harmless STATE from all damages, costs, liabilities, and expenses (including without limitation reasonable use confidential information or proprietary information. As a condition to these indemnity obligations, STATE will provide CONTRACTOR with prompt notice of any claim of which STATE is aware and for which indemnification shall be sought under this Contract and shall cooperate in all reasonable respects with CONTRACTOR in connection with any such claim.

12. RIGHT OF SETOFF DAMAGES

Amounts due STATE by CONTRACTOR, including liquidated or other damages, or claims for damages, may be deducted or set-off by STATE from any money payable to CONTRACTOR pursuant to this Contract.

13. RIGHT TO WITHHOLD AMOUNTS OTHERWISE DUE IF THE CONTRACTOR IS IN BREACH

obligations under this Contract and has failed to cure such within 20-calendar days, unless otherwise agreed by the parties, after the STATE provided written notice of the failure, STATE shall have the right to withhold any and all payments due under this Contract. STATE may withhold any and all such payments due under this Contract to CONTRACTOR without penalty or work stoppage by CONTRACTOR, until such failure to perform is cured.

14. RIGHT TO REMEDIES AND CUMULATION OF RIGHTS

No remedy conferred by any of the specific provisions of this Contract is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Contract, now or in the future existing at law or in equity or by statute or otherwise.

15. NON-WAIVER

is Contract, its delay in enforcing any right, or its waiver of its rights on any occasion, shall not constitute a waiver of such rights on any other occasion. No course of dealing by either party in exercising any of its rights shall constitute a waiver thereof. No waiver of any provision of this Contract shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.

16. INDEMNIFICATION

CONTRACTOR agrees to defend, indemnify, and hold harmless the state of North Dakota, its agencies, officers and employees (State), from and against claims based on the vicarious liability of 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 Contract.

17. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION

a. CONTRACTOR, at its own expense, shall defend and indemnify STATE against claims that products furnished under this Contract infringe a United States patent or copyright or misappropriate trade secrets protected under United States law.

arising from any: (a) additions, changes, or modifications to the services by or on behalf of STATE; (b) incorporation of the services or any component thereof into any other product or process; or (c) use of the services other than as permitted by this Contract.

b. As to any product which is subject to a claim of infringement or misappropriation, CONTRACTOR may (a) obtain the right of continued use of the product for STATE or (b) replace or modify the product to avoid the claim. If neither alternative is available on commercially reasonable terms then, at the request of CONTRACTOR, any applicable Software license and its charges will end, STATE will stop using the product, and will return the product to CONTRACTOR. Upon return of the product, CONTRACTOR will give STATE a credit for the price paid to CONTRACTOR, less a reasonable offset for use and obsolescence.

18. REPRESENTATIONS AND WARRANTIES

CONTRACTOR represents and warrants to STATE that neither CONTRACTOR, in connection with performing the services in performance of this Contract, nor the completed product delivered by CONTRACTOR, will infringe any patent, copyright, trademark, trade secret or other proprietary right of any person. CONTRACTOR further represents and warrants to STATE that it will not use any trade secrets or confidential or proprietary information owned by any third party in performing the services related to this Contract or in delivery of the completed product unless CONTRACTOR has the authority to license, use or provide those trade secrets or confidential or proprietary information to STATE. CONTRACTOR further represents and warrants to STATE that neither CONTRACTOR nor any other company or individual performing services pursuant to this Contract is under any obligation to assign or give any work done under this Contract to any third party.

19. INSURANCE

CONTRACTOR shall secure and keep in force during the term of this Contract and CONTRACTOR shall require all subcontractors, prior to commencement of an agreement between CONTRACTOR and the subcontractor, to secure and keep in force during the term of this CONTRACT, from insurance companies, government self-insurance pools or government self-retention funds, authorized to do business in North Dakota, the following insurance coverages:

a. 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

b. Workers compensation coverage meeting all statutory requirements. The policy shall provide coverage for all states of operation that apply to the performance of this Contract

c. 2,000,000 as an endorsement on the workers compensation or commercial general liability insurance

The insurance coverages listed above must meet the following additional requirements:

a. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the CONTRACTOR.

b. This insurance may be in policy or policies of insurance, primary and excess, including the so-

A.M. Best Company, Inc., provided any excess policy follows form for coverage. Less than an A-the State.

c. The duty to defend, indemnify, and hold harmless the State under this agreement shall not be limited by the insurance required in this agreement.

d. The state of North Dakota and its agencies, officers, and employees (State) shall be endorsed on the commercial general liability policy, including any excess policies (to the extent applicable), as additional insured. The State shall have all the benefits, rights and coverages of an additional insured under these policies that shall not be limited to the minimum limits of insurance required by this agreement or by the contractual indemnity obligations of the

CONTRACTOR.

e. A Waiver of Su pany may have against the State.

f. CONTRACTOR shall furnish a certificate of insurance to the undersigned STATE representative prior to commencement of this agreement. All endorsements shall be provided as soon as practicable.

g. Failure to provide insurance as required in this agreement is a material breach of contract entitling STATE to terminate this agreement immediately.

h. CONTRACTOR shall provide at least 30 day notice of any cancellation or material change to the policies or endorsements. CONTRACTOR shall provide on an ongoing basis, current certificates of insurance during the term of the Contract. A renewal certificate will be provided 10 days prior to coverage expiration.

20. CYBER LIABILITY AND SECURITY INSURANCE

In the event CONTRACTOR will host data, or provide for the hosting of data through a third-party entity, CONTRACTOR shall secure and maintain Cyber Liability and Security Insurance or equivalent insurance product(s), with minimum liability limits of not less than $5,000,000 and first party limits of not less than $1,000,000, that will provide, without cost to the CONTRACTOR or STATE, an immediate response in the event of a data breach, including meeting all notification obligations of CONTRACTOR and STATE and in the event the data breach involves personal information as defined by N.D.C.C. § 51-30-1(4), the insurance policy shall also make available free credit monitoring for any affected individual for a minimum period of one year. CONTRACTOR shall defend, indemnify, save and hold harmless, the STATE, its officers, agents and employees from liability of any nature or kind, including costs and expenses, on account of a data breach arising from CONTRACTOR hosting, transmission, or control of data, any and all suits, claims, or damages of any character whatsoever, resulting from injuries or damages sustained by any person or persons or property by virtue of performance of this Contract.

21. WORK PRODUCT

All STATE reports and leave records, materials created for STATE or purchased by STATE under this Contract belong to STATE and must be immediately delivered to STATE at STATE's request upon termination of this Contract.

22. TECHNOLOGY STANDARDS

CONTRACTOR shall comply with applicable STATE enterprise architecture technology standards.

https://www.ndit.nd.gov/standards. If

CONTRACTOR is unable to comply with any applicable standard, CONTRACTOR shall request a waiver from that requirement by submitting a Request for Exemption from Information Technology

23. PERSONNEL

a. STATE will designate a Project Manager to serve as the primary project manager for this Contract during implementation.

b. STATE will identify a contact to carry out under this Contract, shall be responsible for acceptance of the Contract deliverables, and shall provide support and overall direction to CONTRACTOR.

c. CONTRACTOR will designate a Project Manager/similar role and provide individuals to meet the requirements and accomplish the work as stated in this Contract including any mutually agreed upon Scope of Work.

d. CONTRACTOR agrees and understan Contract is predicated, in part and among other considerations, on the utilization of the personnel qualifications as identified; primary being Christel Barnes and Jarod Thorne. Therefore, CONTRACTOR agrees that:

1) The personnel assigned must have the knowledge necessary to complete requirements as defined in this Contract.

2) No replacement, reassignment or substitution of any Account Management personnel and personnel qualifications shall be made without the prior written approval of STATE and that such replacement, reassignment or substitution shall be made at no additional cost to

STATE.

3) Any substitution made pursuant to this paragraph must be of equal or higher skills, knowledge, and abilities than those personnel originally proposed, approval of a substitution is not construed a performance potential. STATE agrees that an approval of a substitution will not be unreasonably withheld.

e. Upon request by STATE, CONTRACTOR shall replace any CONTRACTOR Account Management personnel that STATE determines, in its sole discretion, to be unable to perform the responsibilities of this Contract acceptably, e.g., inappropriate or unprofessional personal conduct, professional inabilities, etc.

f. CONTRACTOR agrees that STATE may require any Account Management personnel CONTRACTOR assigns to perform work under this Contract, to submit to a criminal history record check in accordance with N.D.C.C. §12-60-24, through the authority granted to the chief information officer of the STATE pursuant to N.D.C.C. § 54-59-20. STATE shall have the right to reject any individual CONTRACTOR assigns to perform work under this Contract if, in the individual unacceptable. CONTRACTOR agrees to be responsible for all costs associated with criminal history record checks carried out pursuant to this paragraph.

24. PROJECT MANAGEMENT

a. Reporting email reports of the Scope of Work following each implementation call. Each report must contain a description of the current status of the project and next steps.

b. Integrated Change Control Process

CONTRACTOR and STATE will utilize an integrated change control process to manage changes during the life of a project.

1) A change request must be in writing to document the potential change. The write-up for the will in turn provide it to relevant Parties for assessment.

2) request in the project repository and will update the repository throughout the process.

3) The change will be reviewed and, if acceptable to STATE, CONTRACTOR will submit to STATE an estimate of the impact to cost, schedule, scope, and quality.

4) CONTRACTOR will continue performing the services in accordance with the original commence on any new activities related to the change request until all Parties agree in writing.

5) the Project Management Plan to incorporate approved changes.

6) Each change request duly authorized in writing by the Parties shall be incorporated into and considered part of this Contract.

7) During the course of this Contract, if CONTRACTOR determines or could reasonably determine any STATE actions or directions constitute a requirement to perform additional work, CONTRACTOR shall notify STATE within thirty (30) calendar days that STATE has requested CONTRACTOR to perform additional work in the form of a change request utilizing the process above. CONTRACTOR understands that it waives the right to request additional time and reimbursable costs if CONTRACTOR fails to notify STATE within thirty

(30) calendar days of determining or reasonably being able to determine that any STATE actions or directions constitute a requirement to perform additional work under this Contract.

c. Implementation Acceptance

1) Upon completion of implementation, CONTRACTOR will furnish STATE with any associated documentation, the expected performance, and agreed upon Acceptance Criteria.

2) After receipt of items in Paragraph 24(c)(1), STATE will have five (5) working days or a different period of time as is agreed to by the Parties, in which to accept or reject each item in writing. STATE will accept by signature. If STATE rejects it, STATE will specify in writing its grounds for rejection and CONTRACTOR shall use its best efforts to revise any issues for the implementation to be acceptable to STATE within the following five (5) working days. If STATE rejects implementation a second time, STATE will have the option of repeating the procedure as described in this acceptance statement above, escalating the issue to Agency Head, or terminating this Contract upon written notice to CONTRACTOR.

d. Final Acceptance

1) The successful completion of the implementation as stated in the Scope of Work in accordance with the acceptance process AND

2) The final service fully implemented without any open items. AND

3) STATE has sixty (60) calendar days thereafter in which to accept or reject it in writing. If STATE rejects it, STATE shall specify in writing its grounds for rejection and CONTRACTOR shall use its best efforts to make the product conform to the requirements of this Contract as soon as possible and at no additional cost to STATE. CONTRACTOR shall continue to use its best efforts to make the product conform to the requirements of this Contract until STATE accepts the product or terminates this Contract upon written notice to CONTRACTOR.

25. DATA SECURITY

Remote access to Data from outside the continental United States, including remote access to Data by authorized SaaS support staff in identified support centers, is prohibited unless approved in advance by Chief Information Officer of the State.

26. DATA PROCESSING AND LOCATION:

a) CONTRACTOR shall transmit, process, and store STATE Data within the continental United States.

b) different hosting facility. STATE reserves the right to terminate the Contract without penalty if STATE does not approve of the new hosting facility.

27. NOTICE

All notices or other communications required under this Contract must be given by email, registered or certified mail and are complete on the date postmarked when addressed to the Parties at the following addresses:

STATE CONTRACTOR

Name: Hannah Wolf Name: Richard Chaifetz Title: HR Operations and Digital Manager Title: CEO Address: 600 East Boulevard Avenue Address: 455 N Cityfront Plaza Dr.

City, State, Zip: Bismarck ND 58505 City, State, Zip: Chicago, Illinois, 60611 Email: hkwolf@nd.gov Email: legal@compsych.com

Notice provided under this provision does not meet the notice requirements for monetary claims against STATE found at N.D.C.C § 32-12.2-04.

28. CONFIDENTIALITY

CONTRACTOR shall not use or disclose any information it receives from STATE under this Contract that STATE has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Contract or as authorized in advance by STATE. STATE shall not disclose any information it receives from CONTRACTOR that CONTRACTOR has previously identified as confidential and that STATE 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 STATE and CONTRACTOR to maintain confidentiality of information under this section continues beyond the Term of this Contract.

29. COMPLIANCE WITH PUBLIC RECORDS LAWS

Under the North Dakota public records law and subject to the Confidentiality clause of this Contract, certain records may be open to the public upon request.

Public records may include: (a) records STATE receives from CONTRACTOR under this Contract,

(b) records obtained by either Party under this Contract, and (c) records generated by either Party under this Contract.

CONTRACTOR agrees to contact STATE immediately upon receiving a request for information request.

30. INDEPENDENT ENTITY

CONTRACTOR is an independent entity under this Contract and is not a STATE employee for any purpose, including the application of the Social Security Act, the Fair Labor Standards Act, the Federal Insurance Contribution Act, the North Dakota Unemployment Compensation Law and the North Dakota Workforce Safety and Insurance Act. CONTRACTOR retains sole and absolute under this Contract, except to the extent specified in this Contract.

31. ASSIGNMENT AND SUBCONTRACTS

CONTRACTOR may not assign or otherwise transfer or delegate a s express written consent, provided, however, that CONTRACTOR may assign its rights and obligations under this Contract in the event of a change of control or sale of all or substantially all of its assets related to this Contract, whether by merger, reorganization, operation of law, or otherwise.

Should Assignee be a business or entity with whom STATE is prohibited from conducting business, STATE shall have the right to terminate in accordance with the Termination for Cause section of this Contract.

CONTRACTOR will not enter subcontracts without prior approval of STATE and subject to successful completion of background checks that substantially comply with Section 22(f). CONTRACTOR acknowledges that any subcontract must acknowledge the binding nature of this Contract and must incorporate this Contract, including any attachments. CONTRACTOR is solely responsible for the performance of any subcontractor with whom CONTRACTOR contracts. CONTRACTOR does not have authority to contract for or incur obligations on behalf of STATE.

32. SPOLIATION NOTICE OF POTENTIAL CLAIMS

CONTRACTOR shall promptly notify STATE of all potential claims that arise or result from this Contract. CONTRACTOR 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 STATE the opportunity to review and inspect such evidence, including the scene of an accident.

33. MERGER AND MODIFICATION, CONFLICT IN DOCUMENTS

This Contract, including the following documents, constitutes the entire agreement between the Parties. There are no understandings, agreements, or representations, oral or written, not specified within this Contract. This Contract may not be modified, supplemented, or amended, in any manner, except by written agreement signed by both Parties.

Notwithstanding anything herein to the contrary, in the event of any inconsistency or conflict among the documents making up this Contract, the documents must control in this order of precedence:

a. The terms of this Contract as may be amended;

b. -22- 088, dated February 24, 2023;

c. 110.7-22-088 dated December 1, 2022;

d. 110.7-22-088, dated November 15, 2022;

e. December 13, 2022 in response to RFP number 110.7-22- 088.

All automated end-user agreements (e.g., click-through, shrink-wrap, or browse-wrap) are specifically excluded and null and void. Clicking shall not represent acknowledgement or agreement to any terms and conditions contained in those agreements.

34. UNANTICIPATED AMENDMENTS

If additional work is required within the scope of this Contract due to a legitimate unforeseen circumstance, STATE shall provide CONTRACTOR a written description of the additional work and request CONTRACTOR to submit a proposal for accomplishing the scope of work. CONTRACTOR will not commence additional work until all Parties agree in writing.

35. SEVERABILITY

If any term of this Contract is declared to be illegal or unenforceable by a court having competent jurisdiction, the validity of the remaining terms is unaffected and, if possible, the rights and obligations of the Parties are to be construed and enforced as if this Contract did not contain that term.

36. APPLICABLE LAW AND VENUE

This Contract is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Contract 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.

37. ALTERNATIVE DISPUTE RESOLUTION JURY TRIAL

By entering this Contract, STATE 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. STATE does not waive any right to a jury trial.

38. ATTORNEY FEES AND COSTS

In the event a lawsuit is instituted by STATE to obtain performance under this Contract, and STATE is the prevailing Party, CONTRACTOR shall, except when prohibited by N.D.C.C. § 28-26-04, pay costs in connection with the lawsuit.

39. NONDISCRIMINATION - COMPLIANCE WITH LAWS

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 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 full-time employees.

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 all licenses and permits required by law.

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

40. STATE AUDIT

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 Contract are subject to examination by

, if required.

CONTRACTOR shall maintain these records for at least three (3) years following completion of this Contract and be able to provide them upon reasonable notice designee shall provide reasonable notice to CONTRACTOR prior to conducting examination.

41. RIGHT TO INSPECT PLACE OF BUSINESS

At reasonabl relate to the performance of this Contract. If STATE makes an inspection, CONTRACTOR must provide reasonable assistance.

42. COUNTERPARTS

This Contract may be executed in multiple, identical counterparts, each of which is be deemed an original, and all of which taken together shall constitute one and the same Contract.

43. ELIGIBILITY FILES:

STATE shall use its best efforts to provide CONTRACTOR with complete and accurate employee eligibility files on a monthly basis. STATE understands and agrees that CONTRACTOR shall not be liable for any claims or losses resulting from or related to STATE STATE n of incomplete or inaccurate eligibility files.

44. AUTHENTICATION AND AUTHORIZATION

STATE and CONTRACTOR will work together on Identity for authenticating and Authorizing into the solution. CONTRACTOR will support single sign on via Security Assertion Markup Language (SAML) 2.0. STATE shall apply changes needed to implement the Identity Provider (IdP).

CONTRACTOR shall apply changes needed to implement the Service Provider (SP).

45. EMPLOYMENT DECISIONS:

CONTRACTOR must not provide legal advice or consultation and must not act as legal counsel in any capacity, matter, action, or proceeding.

STATE understands that decisions made by CONTRACTOR regarding FMLA eligibility shall not be deemed by STATE to be a recommendation, suggestion or determination to take any employment action against an employee. STATE agrees that it shall provide CONTRACTOR with at least three (3 TATE intends to terminate an employee as a result of or in reliance upon a leave decision made by CONTRACTOR.

46. EFFECTIVENESS OF CONTRACT

This Contract is not effective until fully executed by both Parties. If no start date is specified in the Term of Contract, the most recent date of the signatures of the Parties shall be the Effective Date.

CONTRACTOR STATE OF NORTH DAKOTA

FMLA Source, Inc. Acting through its Office Management & Budget, Human Resource Management Services

BY: BY:

Printed Name: Adam Gotskind Printed Name: Susan Sisk

Title: General Counsel Title: Director of OMB

Date: Date:

11/27/2023 https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAA8pW-QaNz3u6vnQ3l8ip2-BUVp7G3ic_v

EXHIBIT A Scope of Work

CONTRACTOR shall not be held responsible for any delays caused in whole or in part by the STATE and STATE shall not be held responsible for any delays caused in whole or in part by the CONTRACTOR while Parties are completing these Deliverables.

1. DELIVERABLE 1: PROJECT KICKOFF MEETING

a. Description:

CONTRACTOR shall coordinate with STATE to schedule a Kickoff Meeting virtually via Teams, with

Kickoff Meeting must facilitate the introduction of CONTRACTOR and STATE core project team members, and level-set understanding and awareness of project objectives, scope, governance, schedule, and project risks and issues.

b. Expectations of CONTRACTOR:

1) CONTRACTOR shall collaborate with STATE and provide a detailed agenda to attendees in advance of the meeting.

2) CONTRACTOR and STATE shall facilitate the meeting, and discuss and further define, at a minimum, the following:

(a) Effective project communication

(b) Project vision, background, purpose, and objectives

(c) Project governance structure, and project roles and responsibilities

(d) Approach to creating the Project Management Plan

(e) Initial risk assessment

c. Expectations of STATE:

1) STATE shall finalize agenda and send agenda to invitees.

2) STATE shall coordinate the logistics and co-facilitate the Kickoff Meeting.

3) the Kickoff Meeting.

d. Completion Date:

CONTRACTOR shall start work with STATE within five (5) working days after the signing of this Contract to schedule the Kickoff Meeting.

e. Acceptance Criteria:

For the acceptance of this deliverable to occur, the Kickoff Meeting results in:

1) Facilitation of Kickoff Meeting using a clearly defined agenda

2) An introduction of CONTRACTOR and STATE resources assigned to the project

3) Review of project purpose, business objectives, project governance structure, roles and responsibilities, and scope

4) Discussion of communications approach and structure

5) Discussion of known project risks and issues

2. DELIVERABLE 2: PROJECT PLAN

a. Description:

CONTRACTOR shall contribute and collaborate with STATE to create and baseline a Project Plan.

The Project Plan will include the project schedule. The STATE and CONTRACTOR will work together toward an Implementation that takes approximately 120 days.

b. Expectations of CONTRACTOR:

1) CONTRACTOR shall lead the project planning effort.

2) CONTRACTOR shall be responsible for the final product.

3) CONTRACTOR shall contribute, and collaborate with STATE to create a Project Plan that includes, at a minimum, the following:

(a) Management plans to control cost, schedule, scope, and quality

(b) Communication management

(c) Organizational change

(d) Risk management

(e) Issue management

(f) Implementation and transition plan

4) CONTRACTOR shall develop, contribute, and collaborate with STATE on a detailed project schedule. The project schedule format will be mutually agreed-upon, and the project schedule will follow STATE best practices, including:

(a) Project has appropriate start date

(b) Project has appropriate Work Breakdown Structure

(c) Both STATE and CONTRACTOR tasks are included

(d) Project tasks are broken down into timeframes that can be reasonably managed STATE encourages a maximum task length of approximately 80 hours/two (2) weeks

(e) Project tasks have appropriate resources assigned with appropriate and reasonable allocation

(f) Schedule has appropriate working times and incorporates STATE and CONTRACTOR holidays and nonworking times

c. Expectations of STATE:

1) STATE shall develop, contribute and collaborate with CONTRACTOR on the Project Plan.

2) STATE is responsible for managing the project costs.

3) STATE shall provide information and timelines on STATE tasks.

d. Completion Date:

CONTRACTOR shall start work with STATE within ten (10) working days after the signing of this Contract to create the Project Plan.

e. Acceptance Criteria:

For the acceptance of this deliverable to occur, CONTRACTOR shall provide a Project Plan which adheres to the principles of the STATE best practices and includes the following:

1) A mutually agreed-upon detailed baseline scope and schedule for the project

2) Management plans to control scope, schedule, cost and quality

3) Communication management

4) Organizational change

5) Risk management

6) Issue management

7) Implementation and transition plan

3. DELIVERABLE 3: SYSTEM CONFIGURATION

a. Description:

CONTRACTOR shall configure the application according to the requirements established during the Analysis phase, and decisions made throughout the configuration effort.

b. Expectations of CONTRACTOR:

1) CONTRACTOR shall lead the configuration effort.

2) CONTRACTOR shall confirm and reach configuration decisions in collaboration with STATE.

3) CONTRACTOR shall configure components in alignment with requirements and decisions mutually confirmed by both Parties, and demonstrate completed configurations and reporting capabilities to STATE.

4) CONTRACTOR shall support the configuration of the application throughout Implementation.

c. Expectations of STATE:

1) STATE shall make necessary configuration decisions.

2) STATE shall provide requested information and documentation as needed to configure the application.

d. Acceptance Criteria:

For the acceptance of this deliverable to occur, the follow criteria must be met:

1) Application configured according to the specifications and requirements documented, and according to the decisions made throughout the configuration effort.

2) Successful demonstration of the configuration and reporting capabilities

4. DELIVERABLE 4: REPORTS

a. Description:

1) CONTRACTOR shall generate the standard reports to the designated STATE recipients.

2) CONTRACTOR shall generate reasonably requested on-demand reports to the designated STATE recipients.

b. Expectations of CONTRACTOR:

1) CONTRACTOR shall review the automated reports that will be sent to the STATE staff.

2) CONTRACTOR shall work with the STATE to select schedule options for the automated and on-demand reports.

3) CONTRACTOR shall work with the STATE to identify designated recipients.

c. Expectations of STATE:

1) STATE shall actively participate in all the reporting sessions.

2) STATE shall provide support and make any necessary decisions.

3) STATE shall review and provide feedback to CONTRACTOR.

d. Acceptance Criteria:

For the acceptance of this deliverable to occur, the follow criteria must be met:

1) Successful demonstration of reporting capabilities.

2) Successful generation of reports to the designated STATE recipients.

5. DELIVERABLE 5: INTERFACES

a. Description:

1) changes needed to implement as the Service Provider (SP).

PeopleSoft application, per the requirements defined during analysis and the Interface Design deliverable.

b. Expectations of CONTRACTOR:

1) CONTRACTOR shall lead the interface design effort.

2) CONTRACTOR shall develop a high-level conceptual design for the interface.

3) CONTRACTOR shall collaborate with STATE to finalize design.

4) CONTRACTOR shall complete development of the interface.

5) CONTRACTOR shall conduct thorough technical testing of the interface.

6) CONTRACTOR shall resolve issues identified with the interface.

7) CONTRACTOR shall install and validate the interface in preparation for user acceptance testing.

c. Expectations of STATE:

1) STATE shall review conceptual designs and provide feedback and clarification as requested.

2) STATE shall provide technical resources and subject matter experts who will assist and collaborate with CONTRACTOR during the design process.

3) STATE shall provide technical resources and an environment for testing of the interface.

4) STATE shall collaborate with CONTRACTOR to validate CONTRACTOR installed interface correctly.

5) STATE shall validate interface is ready for user acceptance testing.

6) STATE shall conduct thorough technical testing of the interface.

7) STATE must ensure that eligibility file format is finalized by January 1, 2024 and sample eligibility file sent to FMLASource by January 8, 2024 in order to ensure a March 1, 2024 delivery.

d. Acceptance Criteria:

For the acceptance of this deliverable to occur, Interfaces must include:

1) Design documentation for the interface

2) Document detailing any customizations to support the integration between the systems

3 testing effort and remediation of any testing failures

6. DELIVERABLE 6: ORIENTATION TRAINING (CONTRACTOR TO PROVIDE ORIENTATION &

RESOURCES TO END USERS)

a. Description:

CONTRACTOR to conduct end user and administrator system orientation.

b. Expectations of CONTRACTOR:

1) CONTRACTOR shall provide up-to-date and accurate user orientation materials that can be given to training participants and future STATE staff.

2) CONTRACTOR shall provide qualified instructors.

3) CONTRACTOR shall conduct training sessions at a location and time mutually agreed-upon with STATE.

4) CONTRACTOR shall make any recorded training sessions and videos immediately available to

STATE.

c. Expectations of STATE:

1) STATE shall make assigned trainees available for the scheduled training sessions.

2) STATE shall provide training facilities and equipment.

3) STATE shall develop and conduct survey of training participants to verify training was effective.

d. Acceptance Criteria:

For the acceptance of this deliverable to occur, the following criteria must be met:

1) Delivery of user orientation materials

2) Delivery of training

3) Recorded sessions available to STATE

4) STATE survey concludes that CONTRACTOR training was effective and included the appropriate topics

7. DELIVERABLE 7: IMPLEMENTATION

a. Description:

1) CONTRACTOR shall…