State+of+North+Dakota-TOA-2023-11-15+-+signed.pdf

CONTRACT

1. PARTIES

The parties to this contract (Contract) are the State of North Dakota, acting through its Office of Management and Budget (STATE), and Moody’s Analytics, Inc. having its principal place of business at 211 South Gulph Road, King of Prussia, PA 19406 (CONTRACTOR).

2. SCOPE OF WORK

CONTRACTOR, in exchange for the compensation paid by STATE under this Contract, in accordance with the CONTRACTOR’s proposal dated October 6, 2023 and further documented in the CONTRACTOR’s Order Form, shall provide:

a. U.S. Forecast Database with alternative scenarios

b. State Forecast Database with alternative scenarios

c. Metro Forecast Database with alternative scenarios

d. County Forecast Database

e. Precis State

f. Precis Metro

g. Tax Revenue Forecast

h. Speaking engagement

3. COMPENSATION-PAYMENTS

a. Contractual Amount

STATE shall pay for the accepted services provided by CONTRACTOR under this Contract an amount not to exceed $610,544.00 (Contractual Amount) to be paid according to the payment schedule in Exhibit 1.

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 incurred by CONTRACTOR, except as provided by an amendment to this Contract.

b. Payment

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

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

3) Payment of an invoice by STATE will not prejudice STATE’s right to object to or question that or 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, on the basis of audits conducted in accordance with the terms of this Contract, not to constitute allowable costs. At STATE’s sole discretion, all payments shall be subject to reduction for amounts equal to prior overpayments to CONTRACTOR.

4) 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.

c. Travel

STATE shall reimburse CONTRACTOR for expenses related to travel at amounts not to exceed those outlined below:

1) Lodging: Reimbursement shall not exceed the then current, published GSA rate for the travel location. Copies of receipts are required for lodging reimbursement. STATE shall not reimburse for incidental and miscellaneous expenses charged to the room, including:

alcohol, telephone charges, or entertainment (e.g., movies).

2) Transportation. Air travel shall be reimbursed by STATE at the actual cost of air fare for coach class travel only. CONTRACTOR shall make air travel arrangements at least fourteen

(14) days in advance whenever possible. Reimbursement for rented, chartered, or contracted vehicle transportation shall be limited to reasonable rates as determined by

STATE

3) Meals: Meals shall be paid on a per diem basis for each day of travel at then current, published GSA per diem rate for the travel location. Per diem for the first and last day of travel shall be paid at seventy five percent (75%) of the GSA per diem rate. Requests for per diem payments must include the start and end dates of travel, the location where the services are performed, and the allowable per diem amount for each trip on the billing/invoice.

Payment for any travel expenses that exceed the travel budget as agreed upon by the Parties must be approved by STATE.

d. 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 the

CONTRACTOR.

e. Taxpayer ID

CONTRACTOR’S federal employer ID number is: 13-3851829.

f. Purchasing Card

STATE may make payment using a government credit card. CONTRACTOR will accept a government credit card without passing the processing fees for the government credit card back to STATE.

4. TERM OF CONTRACT

This Contract term (Term or Initial Term) begins on November 15, 2023 or its Effective Date, and ends on November 14, 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 two (2) options to renew this Contract under the same terms and conditions for a period of 24 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.

5. 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 goods 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.

Contractor by written notice to STATE, may terminate the whole or any part of this Contract in accordance with Section 9 of the “Terms of Agreement“(Exhibit 2)

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.

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.

6. 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 reasonable diligence by the affected Party, the event is beyond the Party’s reasonable control, and 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.

7. INDEMNIFICATION

The State and Contractor each agrees to assume its own liability for any and all claims of any nature including all costs, expenses and attorneys' fees which may in any manner result from or arise out of this agreement.

8. INSURANCE

Contractor shall secure and keep in force during the term of this agreement, from insurance companies, government self-insurance pools or government self-retention funds, authorized to do business in North Dakota, the following insurance coverages:

1) 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) Professional errors and omissions with minimum limits of $1,000,000 per claim and in the aggregate, Contractor shall continuously maintain such coverage during the contact period and for three years thereafter. In the event of a change or cancellation of coverage, Contractor shall purchase an extended reporting period to meet the time periods required in this section.

3) Workers compensation coverage meeting all statutory requirements.

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

1) This insurance may be in policy or policies of insurance, primary and excess, including the so-called umbrella or catastrophe form and must be placed with insurers rated “A-” or better by A.M.

Best Company, Inc., provided any excess policy follows form for coverage. Less than an “A-” rating must be approved by the State. The policies shall be in form and terms approved by the State.

2) The Contractor shall furnish a certificate of insurance to the undersigned State representative prior to commencement of this agreement.

3) Failure to provide insurance as required in this agreement is a material breach of contract entitling State to terminate this agreement immediately.

4) Contractor shall provide at least 30-day notice of any cancellation or material change to the policies or endorsements. An updated, current certificate of insurance shall be provided in the event of any change to a policy.

9. It Is clarified that scope of this Agreement Is exclusively limited to provision of licensing of data to State and accordingly all intellectual property in such Contractor data/products shall be owned by and vest exclusively in the Contractor

10. 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

Susan Sisk Moody’s Analytics, Inc

Director of OMB

4th Floor Capitol Tower

600 E Boulevard Ave

Bismarck, ND 58505 ssisk@nd.gov

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

11. 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.

12. 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 under the public records law and to comply with STATE’s instructions on how to respond to such request.

13. 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 discretion in the manner and means of carrying out CONTRACTOR’s activities and responsibilities under this Contract, except to the extent specified in this Contract.

Relationship Manager

7 World Trade Center 250 Greenwich St.

New York, NY 10007 david.doyle@moodys.com http://www.legis.nd.gov/cencode/t44.html http://www.legis.nd.gov/cencode/t44.html

14. ASSIGNMENT AND SUBCONTRACTS

CONTRACTOR may not assign or otherwise transfer or delegate any right or duty without STATE’s express written consent, provided, however, that CONTRACTOR may assign its rights and obligations hereunder 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 may enter subcontracts provided that any subcontract acknowledges the binding nature of this Contract and incorporates 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.

15. SPOLIATION – PRESERVATION OF EVIDENCE

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.

16. 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. STATE’s Solicitation Amendment #1 to Request for Proposal (“RFP”) number 110.7-23-076 dated September 15, 2023;

c. STATE’s Request for Proposal (“RFP”) number 110.7-23-076, dated September 15, 2023;

d. CONTRACTOR’s proposal dated October 6, 2023 in response to RFP number 110.7-23-076.

e. Exhibit 2 – Order Form dated effective November 15, 2023, Moody’s Agreement No.

00003729.9 (the , “Order Form”) and Terms of Agreement dated effective November 15, 2023 , Moody’s Agreement No. 00304377.0 (“Terms of Agreement) .

f. All terms and conditions contained in any automated end-user agreements (e.g., click-throughs, shrink wrap, or browse wrap) are specifically excluded and null and void, and shall not alter the terms of this Contract.

17. 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.

18. 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.

19. 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.

20. ATTORNEY FEES

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

21. NONDISCRIMINATION AND 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 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.

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’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.

22. 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 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 Contract and be able to provide them upon reasonable notice. STATE, State Auditor, or Auditor’s designee shall provide reasonable notice to CONTRACTOR prior to conducting examination.

23. 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.

24. 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 deemed the Effective Date.

CONTRACTOR STATE OF NORTH DAKOTA

Moody’s Analytics, Inc Acting through its ND Office of Management and Budget

BY:

BY:

Susan Sisk

Director of OMB

Date:

Date:

Jordan Hoffa (Nov 14, 2023 11:38 EST) Jordan Hoffa

Jordan Hoffa

Director

Nov 14, 2023 Nov 14, 2023 https://moodys.na1.adobesign.com/verifier?tx=CBJCHBCAABAASRaKQVgQHdfpAPii6CjbvJ2v9xj6s5BN

Select One

One-Time

Cost

Ongoing Cost

Quantity

Unit of

Measure/Term

(time)

Price per Unit Extension

24 months

US Forecast Database w/ Alternative Scenarios Ongoing Cost 2 12 14,454.00$ 28,908.00$

State Forecast Database w/ Alternative Scenarios -

Single State - North Dakota Ongoing Cost

2 12 9,569.00$ 19,138.00$ Metro Forecast Database w/ Alternative Scenarios - Ongoing Cost 2 12 6,511.00$ 13,022.00$

County Forecast Database - North Dakota Ongoing Cost 2 12 6,511.00$ 13,022.00$

Precis State & Metro (14 reports) Ongoing Cost 2 12 5,890.00$ 11,780.00$

Tax Revenue Forecast Ongoing Cost 2 12 39,590.00$ 79,180.00$

Speaking Engagement Ongoing Cost 2 12 10,417.00$ 20,834.00$

1st 24-month Renewal - Years 3 & 4 24 months - 202,990.00$

2nd 24-month Renewal - Years 5 & 6 24 months - 221,670.00$

610,544.00$

Precis State & Metro (for each additional metro area/state needed outside offering discussed in 2 12 1,505.00$ 3,010.00$

Total Cost (all three 24-month terms) Value Added Features (Add costs for any value-added /

EXHIBIT 1

COMPENSATION - PAYMENT SCHEDULE

Description (with possible sub-categories) of Product or Service

(Provide cost information for each referenced area of the

RFP, if any. If no cost is associated, indicate such with a 0 in Column F.

Deliverables based upon the proposed Scope of Work

(The specific items below must be priced for an initial

24 month period, please add all deliverables pertaining

Cost for 1st 24-month term 185,884.00$

Renewals two (2) at 24 month each

Cost for 2 term renewals 424,660.00$

Exhibit 2

CONTRACTOR’S ORDER FORM AND TERMS OF AGREEMENT

Moody’s Agreement No. 00003729.9

ORDER FORM

The undersigned client ("Client") hereby requests Moody's Analytics, Inc. (“Moody’s”) to furnish to Client, the publications, services, data, software and other products as indicated below and, in consideration thereof, agrees to pay to Moody’s the corresponding fees set forth below. The term “Client” used in this Order Form shall be interchangeable with and have the same meaning ascribed to the defined term “Subscriber” if that term is used in the Terms of Agreement.

Products and Services Ordered License

Parameters Delivery Year 1 Year 2

Custom Series Access – Access to Forecast Database: Metropolitan Area + Alternative Scenarios and Forecast Database: County for North Dakota

5 Users WEB $13,022.00 $13,022.00

Data: Custom Delivery – Moody's will provide forecasts of the state’s tax base series and energy forecasts four (4) times a biennium. Tax revenue forecasts will be delivered for the following sectors.

• Sales and use

• Wholesale liquor and beer

• Personal and corporate income

• Motor vehicle sales

• Other series

▪ Oil price based on West Texas Intermediate

In addition to the baseline, each forecast will include stress test analyses for up to two (2) of Moody's standard alternative economic scenarios as requested by the client.

For each forecast, Moody's will provide a Forecast Report that summarizes the:

• Forecast assumptions

• Tax revenue forecast

• Energy forecast

• Major economic indicators

• Crop and livestock price and production forecasts

Client will provide Moody’s with historical data for:

• Sales and use tax revenue

• Wholesale liquor and beer tax revenue

• Personal and corporate income tax revenue

• Motor vehicle sales tax revenue

Deliveries will be completed as per the schedule outlined below. Delivery dates are contingent upon timely receipt of Client data:

• March 15, 2024

• August 15, 2024

• October 15, 2024

• March 15, 2025

5 Users WEB $39,590.00 $39,590.00

Forecast Database: U.S. Macro/Financial 5 Users WEB $14,454.00 $14,454.00

Forecast Database: Single State + Alt Scenarios 5 Users WEB $9,569.00 $9,569.00

Precis State + Metro: Individual Reports – Fourteen (14) Reports 5 Users WEB $5,890.00 $5,890.00

Speaking Fee – Moody’s will make a presentation to the North Dakota Legislature in Bismarck, ND twice a biennium. Client will pay reasonable expenses incurred by the speaker, as evidenced by receipts, including mileage, airfare, parking, car rental, fuel, cab fare and hotel accommodations. Moody’s shall make reasonable efforts to confer with the Client in advance with respect to such expenses. Client shall pay all amounts within thirty (30) days of receipt of an invoice.

5 Users Consultant $10,417.00 $10,417.00

License includes access for the specified number of users (“Users”), noted above next to each product and/or service at the department and premises specified below.

Each User is assigned a specific password to access and use the products and/or services described above (the "Information", as further defined in the Terms of Agreement). The Information and associated password(s) may only be used on behalf of the Client.

Initial Term: 2 years Effective Date: November 15, 2023 End Date: November 14, 2025

TOTAL FEES (YEAR 1): November 15, 2023 – November 14, 2024 TOTAL FEES (YEAR 2): November 15, 2024 – November 14, 2025

TOTAL FEES (OPTION YEAR 3): November 15, 2025 – November 14, 2026 TOTAL FEES (OPTION YEAR 4): November 15, 2026 – November 14, 2027 TOTAL FEES (OPTION YEAR 5): November 15, 2027 – November 14, 2028 TOTAL FEES (OPTION YEAR 6): November 15, 2028 – November 14, 2029

$92,942.00 $92,942.00

$101,495.00 $101,495.00 $110,835.00 $110,835.00

Additional Terms and Conditions:

1. Prior Order Form(s). The above listed products shall replace the products licensed under the Order Form, dated November 15, 2017, Moody’s Agreement No. 00003729.4 (the “Prior Order Form”). Accordingly, as of the Order Form Effective Date, this Prior Order Form is terminated and this Order Form shall supersede and replace the Prior Order Form.

2. Notwithstanding Section 9 of the Terms of Agreement, this Order Form shall not renew automatically, but may be renewed upon written agreement by the parties.

3. Additional Term. At the expiration of the Initial Term ending November 14, 2025, Client shall have the option to renew this Order Form for four (4) additional annual terms (each, a “Renewal Term”), by providing Moody’s with written notice of its intent to exercise such option at least thirty (30) days prior to the expiration of their prior term. If such option is exercised, the annual fee for each optional Renewal Term shall be as set forth above.

4. Client shall not supply, or make available (whether directly or indirectly), any of the products or services: (i) to any natural person or entity located, organized, established, headquartered, or ordinarily resident in Russia, or, (ii) if the products or services consist of “Credit Rating Services” as defined in Article 5j(1) of Council Regulation (EU) No 833/2014 as amended by

Council Regulation (EU) 2022/428 (including but not limited to any web services or data feeds that include credit rating agency research or credit ratings data) to any natural person who is a national of Russia unless such natural person has a temporary or permanent residence permit in a member state of the European Union.

By executing this Order Form, Client and Moody’s each agree to, and confirm their intent to be bound by, all the terms hereof, including the Terms of Agreement entered into between Moody's Analytics, Inc. and State of North Dakota dated effective November 15, 2023 (Moody’s Agreement No. 00304377.0) which shall be incorporated herein and shall govern the provision of all Information hereunder.

Each party agrees that facsimile, digitally scanned or other electronic copies of signatures shall be valid and binding as originals.

SIGNED BY: ACCEPTED BY:

State of North Dakota Moody's Analytics, Inc.

Department: Office of Management and Budget 600 E Boulevard Ave State Capitol - 4th Floor Bismarck ND 58505 United States

Signature:

{{_es_:Signer2:signature }}

{{_es_:Signer1:signature }}

Print Name: {{*name_es_:signer2 }}

Print Name: {{*name_es_:signer1 }}

Title: {{*title_es_:signer2 }}

Title: {{*title_es_:signer1 }}

Date: {{_es_:signer2:date }}

Date: {{_es_:signer1:date }}

***Please review the billing/notices information below and update or correct if necessary.***

I CONFIRM THE DETAILS BELOW ARE COMPLETE AND ACCURATE. {{_es_:Signer2:signature }}

Signature

Purchase Order Number Required on Invoices?

Yes {{*POReq_es_:signer2:radio(Yes)}} No {{*POReq_es_:signer2:radio(No)}}

Purchase Order Number:

(If Required on Invoice)

{{PO_es_:signer2 }}

Invoice Delivered to a Portal?

Yes {{*Portal_es_:signer2:radio(Yes)}} No {{*Portal_es_:signer2:radio(No)}}

Client Contact for Portal Assistance/Support:

Name: {{PortalContactName_es_:signer2 }} Email: {{PortalContactEmail_es_:signer2 }}

Tax Exempt?

Yes {{*TaxEx_es_:signer2:radio(Yes)}} No {{*TaxEx_es_:signer2:radio(No)}}

NOTE: Moody’s can only issue invoices exempt of tax if the required documentation has been provided and is still valid. To ensure your invoice reflects tax correctly, please provide the relevant certificate/documentation to your sales representative along with your executed agreement.

Billing Cycle: Annual Payment Terms: Net 45

Current Billing/Notices Information Update Billing/Notices Information (if needed)

Bill-to Company: State of North Dakota Bill-to Company: {{Company_es_:signer2 }}

Bill-to Address:

600 E Boulevard Ave State Capitol - 4th Floor Bismarck ND 58505 United States

Bill-to Address:

{{largeField1_es_:signer2:multiline(4) }}

Bill-to Contact:

Name: Susan Sisk Email: ssisk@nd.gov

Bill-to Contact:

Name: {{BillTo_es_:signer2 }} Email: {{BillingEmail_es_:signer2 }}

Ship-to Company: State of North Dakota Ship-to Company: {{ShipTo_es_:signer2 }}

VAT/Tax ID:

(If Applicable) VAT/Tax ID:

(If Applicable) {{VATID_es_:signer2 }}

Jordan Hoffa

Director

Nov 14, 2023

Susan Sisk

Director

Nov 14, 2023

Susan Sisk susan.sisk@youryearofmiracles.com https://moodys.na1.adobesign.com/verifier?tx=CBJCHBCAABAASRaKQVgQHdfpAPii6CjbvJ2v9xj6s5BN

Moody’s Agreement No. 00304377.0

Agreement Effective Date: November 15, 2023

TERMS OF AGREEMENT:

1 THIS AGREEMENT PERTAINS TO CERTAIN “INFORMATION”,

WHICH INCLUDES ALL PRODUCTS, SERVICES, SOFTWARE, PUBLICATIONS,

REPORTS, DOCUMENTATION, WHITE PAPERS, AND ALL RESEARCH,

ANALYSIS, FORECASTS, RATINGS, OPINIONS, MODELS, SECURITY

IDENTIFIERS, METHODOLOGIES AND DATA THEREIN, FURNISHED BY THE

UNDERSIGNED MOODY'S ENTITY ("MOODY'S") OR ITS AFFILIATES

PURSUANT TO THESE TERMS OF AGREEMENT (“AGREEMENT”).

“INFORMATION” ALSO INCLUDES THE CONTENT OF ALL COMMUNICATIONS

FROM MOODY’S OR ITS AFFILIATES’ PERSONNEL (INCLUDING BUT NOT

LIMITED TO ANALYST PERSONNEL FROM MOODY’S INVESTORS SERVICE,

INC. OR ITS OTHER RATING AGENCY AFFILIATES (COLLECTIVELY, “MIS”))

REGARDING THE INFORMATION. THE INFORMATION, AND THE

STRUCTURE, ORGANIZATION AND THE SEARCH AND EXTRACTION

MECHANISMS OF THE INFORMATION, ARE PROPRIETARY TO MOODY'S

AND/OR THIRD PARTIES FROM WHOM MOODY’S LICENSES DATA THAT IS

INCORPORATED INTO THE INFORMATION (“LICENSORS”). THE

INFORMATION MAY BE PROTECTED UNDER COPYRIGHT, PATENT,

TRADEMARK, TRADE SECRET, DATABASE AND OTHER INTELLECTUAL

PROPERTY LAWS, AND ARE FURNISHED SOLELY FOR CLIENT'S OWN

INTERNAL USE. EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREIN

OR IN WRITING BY MOODY’S, NO PORTION OF THE INFORMATION MAY BE

COPIED, REPRODUCED, REPACKAGED, RETRANSMITTED, SOLD,

TRANSFERRED, REDISTRIBUTED, LEASED, RENTED, SUBLICENSED,

MODIFIED, ADAPTED, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH

PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY

MEANS WHATSOEVER, BY CLIENT OR ANY OTHER PERSON OR ENTITY.

CLIENT SHALL TAKE ALL REASONABLE STEPS TO PREVENT

UNAUTHORIZED USE, ACCESS, COPYING OR DISCLOSURE OF THE

INFORMATION.

2 Subject to the terms and conditions of this Agreement, Moody’s hereby grants Client a non-exclusive and non-transferable license to use the Information described in one or more Subscription Order Forms or other ordering documents entered into by the parties and referencing this Agreement (each, an “Order Form”) for Client’s internal business purposes and not for the use or benefit of any third party except as set forth on the applicable Order Form, and only within and subject to the applicable License Parameter. As used herein, “License Parameter” means the definition and limitation of the Client’s license or permitted scope of use for the relevant product or service, as set forth on the applicable Order Form. A License Parameter may consist of Client’s total assets, the size of a relevant loan portfolio, specified assets under management, number of obligors, number of individual Client users (“Users”), business unit or division, department, business location / premises, or any other applicable use limitation and/or measurement specified in the Order Form. Use of the Information by Client that exceeds the License Parameter is strictly prohibited and Moody’s reserves the right to suspend access to the Information or charge additional fees for such unlicensed usage. Client agrees to be responsible and liable for the compliance of its Users and each licensed Client Affiliate with the terms and conditions of this Agreement and any breach hereof by a User or Client Affiliate, and each licensed Client Affiliate shall be considered within the definition of “Client” for all relevant purposes of this Agreement. Moody’s may also provide Client with custom deliverables, training and/or other related services as part of the Information, which shall be described on the relevant Order Form, along with any fees or special terms applying to such deliverables and services. Any Moody’s Affiliate may elect to provide, and any Client Affiliate may elect to receive a license to, Information under this Agreement by executing an Order Form hereunder. Upon signature of an Order Form by the duly authorized signatories of Moody’s (or the relevant Moody’s Affiliate) and the Client (or the relevant Client Affiliate), a new agreement shall be formed between the signing parties whereby: (i) the terms of this Agreement shall be incorporated into the Order Form as if written out in full therein;

(ii) any reference in this Agreement to “Moody’s” for purposes of such Order Form shall be deemed to refer to the relevant contracting Moody’s entity; and (iii) any reference in this Agreement to “Client” for purposes of such Order Form shall be deemed to refer to the relevant contracting Client or Client Affiliate. As used herein, an “Affiliate” of a party means any legal entity which, directly or indirectly, either controls, is controlled by, or is under common control with such party, and where “control” is defined by the direct or indirect ownership of stock or other interests entitled to elect a majority of the board of directors or other governing body of an entity, or the direct or indirect ownership of more than fifty (50) percent of the equity or profits interest in such entity.

3 Client agrees, on behalf of itself and each User that it permits to use any of the Information, that: (i) the ratings, estimates, forecasts, and/or other opinions contained in the Information are, and will be construed solely as, statements of opinion and not statements of fact, investment advice or recommendations to purchase, hold or sell any securities; (ii) each rating, estimate, forecast, or other opinion will be weighed solely as one factor in any investment decision; and (iii) it will accordingly, with due care, make its own evaluation of each security, and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling. Client agrees, on behalf of itself and each User, that: (i) nothing contained in the Information shall create any duty of care on the part of Moody’s or any Moody’s Affiliate to Client; (ii) neither Moody’s nor any

Moody’s Affiliate is acting as a financial adviser to Client; (iii) no Information (whether in oral or written form) or statements or other communications supplied by Moody’s or any of its employees, representatives or agents shall constitute a representation or a warranty, or the provision of investment advice; and (iv) it will not use the name of Moody’s or any of its Affiliates or products to state or imply any endorsement or recommendation on the part of Moody’s or its Affiliates of any investment, security, loan or other instrument, or of any activities carried out or undertaken by Client using Moody’s products or services. EXCEPT FOR FRAUD OR WILLFUL

MISCONDUCT, NEITHER MOODY’S NOR ANY MOODY’S AFFILIATE SHALL

HAVE ANY LIABILITY TO CLIENT BASED ON OR RELATING TO AN

ALLEGATION THAT MOODY’S OR ANY MOODY’S AFFILIATE OWES A DUTY OF

CARE TO CLIENT. Moody’s products are aimed at sophisticated institutional investors and it would be reckless for retail investors to base any investment decision on the Information. If in doubt Client should contact its financial or other professional adviser.

4 THE INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF

ANY KIND, AND MOODY’S AND ITS LICENSORS EXPRESSLY DISCLAIM ALL

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE

INFORMATION, EXPRESS OR IMPLIED, AND WHETHER ORAL OR WRITTEN,

INCLUDING WITHOUT LIMITATION: (I) ANY WARRANTY AS TO THE

ACCURACY, TIMELINESS, COMPLETENESS, OR THE RESULTS TO BE

OBTAINED FROM USE OF THE INFORMATION; (II) THE IMPLIED WARRANTIES

OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE, EVEN IF MOODY’S HAS BEEN INFORMED OF SUCH

PURPOSE; AND (III) ANY WARRANTIES ARISING BY IMPLICATION OR FROM

COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

Under no circumstance shall Moody’s, its Licensors, suppliers, or any of Moody’s Affiliates, directors, officers, employees, representatives or agents (each a “Moody’s Party” and, collectively, the “Moody’s Parties”) have any liability to Client, User, or any other person or entity for any loss, damage or other injury in whole or in part caused by, resulting from or relating to, any error (negligent or otherwise), or any other circumstance or contingency within or outside the control of Moody’s or any of the Moody’s Parties or Licensors, in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any of the Information, even if a Moody’s Party shall have been advised in advance of the possibility of such damages. Notwithstanding the foregoing, Client expressly agrees that the following limitation of remedies is an essential part of the consideration bargained for under this Agreement. The entire liability of the Moody’s Parties, and Client's exclusive remedy, for any errors or omissions in the Information is for Moody’s to provide Client, if possible using commercially reasonable efforts, with corrected Information.

5 NONE OF THE MOODY’S PARTIES OR CLIENT SHALL BE LIABLE

FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL

DAMAGES WHATSOEVER, OR FOR ANY LOSS OF DATA OR USE, ARISING

OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE INFORMATION,

EVEN IF ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL THE

AGGREGATE LIABILITY OF THE MOODY’S PARTIES OR THE AGGREGATE

LIABILITY OF CLIENT ARISING FROM THIS AGREEMENT OR RELATED TO THE

INFORMATION EXCEED TWICE THE AGGREGATE FEES AND CHARGES PAID

OR PAYABLE BY CLIENT TO MOODY’S UNDER THE RELEVANT ORDER FORM

DURING THE PRECEDING TWELVE MONTH PERIOD. THE FOREGOING

EXCLUSIONS AND LIMITATIONS SHALL APPLY REGARDLESS OF HOW SUCH

DAMAGES OR LOSSES ARISE, WHETHER IN AN ACTION OF CONTRACT,

NEGLIGENCE, TORT OR OTHERWISE, REGARDLESS OF THE CAUSE OF THE

LOSS OR INJURY AND REGARDLESS OF THE LEGAL RIGHT CLAIMED TO

HAVE BEEN VIOLATED. NOTWITHSTANDING THE FOREGOING, NOTHING IN

THIS SECTION 5 SHALL LIMIT OR EXCLUDE: (I) CLIENT’S OBLIGATIONS TO

PAY ANY FEES DUE TO ANY MOODY’S PARTY HEREUNDER; (II) CLIENT’S

LIABILITY FOR DAMAGES RESULTING FROM THE BREACH OF ANY LICENSE

GRANTED IN THIS AGREEMENT OR THE APPLICABLE ORDER FORM, OR FOR

ANY OTHER VIOLATION OF A MOODY’S PARTY’S INTELLECTUAL PROPERTY

RIGHTS; (III) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS

AGREEMENT (INCLUDING ANY SUCH OBLIGATION UNDER AN ORDER

FORM); OR (IV) A PARTY’S LIABILITY WHICH ARISES OUT OF SUCH PARTY’S

FRAUD OR WILFUL MISCONDUCT OR WHICH CANNOT OTHERWISE BE

LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

6 Client shall pay to Moody’s the fees as are set forth on the Order Form, which fees shall be invoiced by Moody’s and payable by Client annually in advance or upon such other payment schedule specified in the Order Form, provided that Moody’s may increase the fees for any subscription service commencing on the next Renewal Term (as defined in Section 9) by providing written notice to Client at least sixty (60) days prior to the commencement of such Renewal Term. Moody’s may suspend all services hereunder in the event of any non-payment of fees. All fees are exclusive of taxes, if any. Client shall be responsible for any federal, state, local, value-added, service, withholding or similar taxes, if applicable, that are or may be imposed on any transaction hereunder (excluding any taxes based on Moody’s net income), unless Client (i) represents and warrants to Moody’s in each applicable Order Form that it is exempt by law from payment or collection of any applicable taxes, and (ii) provides Moody's with tax exemption certificates as evidence of such exemption(s).

7 Client agrees that the Information may contain third party materials provided by Licensors, and in this respect Moody’s relies upon the Licensors in providing such Information to Client. Accordingly, Moody’s duty to deliver such Information is subject in all respects to the timely supply of the relevant materials by such Licensors. Client agrees that availability of such third party materials shall cease automatically, without liability on the part of Moody’s or the Licensors, upon termination of Moody’s access to the materials for any reason. Client further agrees to comply with any additional terms or restrictions regarding use of the third party materials which the relevant Licensor and/or Moody’s may otherwise specify by notice to Client from time to time, including by way of a notification posted within the relevant service. Moody’s may from time to time and in its sole discretion add to, replace or terminate any of its Licensors or any part of the Information or its functionality, or replace the Information with successor products in the ordinary course of its business. If any such additional terms or restrictions, or any such addition, replacement or termination of a Licensor or Information would materially affect the functionality or operation of the Information in Client’s reasonable judgment, Client may terminate the license to the affected Information upon notice to Moody’s and shall be entitled to a refund of any fees prepaid to Moody’s for the affected Information in respect of the period after termination. Client agrees that the third party materials: (i) shall only be used for Client’s internal use in connection with its use of the Information; and (ii) shall not be used to create a data file, or develop, verify, correct or complete any other database (including, without limitation, a security master database).

In the event Client has an appropriate agreement with a Licensor covering Client’s use of the materials supplied by such Licensor (the “Separate Agreement”), Client’s use of such materials shall be governed by the terms of the Separate Agreement for as long as it remains in effect, and nothing in this Agreement shall limit or affect Client’s rights under the Separate Agreement.

To the extent the Information provided to Client contains CUSIP security identifier data, the following standard required CUSIP terms shall apply: The CUSIP Database and the information contained therein is (collectively, “CGS Data”) and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services ("CGS") and the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to Client in such materials or in any of the information contained therein. Client shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Any use by Client outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Client agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Client agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled. Client further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS. NEITHER CGS, ABA NOR ANY

OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS

TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE

INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS

ARE PROVIDED TO CLIENT ON AN "AS IS" BASIS, WITHOUT ANY

WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE

OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR

THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR

ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY

DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL,

EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF

THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN

CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY CLIENT FOR

ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF

ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA

SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES

DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL. Client’s use of and access to the CGS Data is expressly conditioned on Moody’s Corporation maintaining a distribution agreement with CGS. In the event Moody’s Corporation’s distribution agreement is terminated, Client’s right to access and use CGS Data via Moody’s Corporation and/or its Affiliates services shall automatically terminate.

Client agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

8 If applicable, Client may receive the Information through a Moody’s authorized third party distributor (“Third Party Distributor”). If Client receives the Information through a Third Party Distributor, the receipt and use of the Information shall be governed by the terms and conditions of this Agreement and any additional terms set forth on the Order Form. Client’s right to continue to receive the Information provided by Moody’s through such Third Party Distributor shall be terminated by Moody’s in the event that, for any reason, Client terminates its agreement with such Third Party Distributor or such Third Party Distributor ceases the distribution of the Information. In such case, Moody’s will continue to offer Client access to the Information during the term of the applicable subscription through its direct distribution methods. Moody’s assumes no responsibility, and shall not have any liability, for communication delays or interruptions in the delivery of the Information via a Third Party Distributor’s service.

9 The term of this Agreement shall begin on the Effective Date shown above. The term of each Order Form commences as of the effective date set forth in the Order Form and shall continue for an initial term of one year or such other term as specified in the Order Form (“Initial Term”). Unless otherwise stated on the Order Form, each Order Form shall automatically renew for successive terms of one

(1) year each (each, a “Renewal Term”) unless either party has notified the other in writing at least thirty (30) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable, that the Order Form shall not be renewed. Either party may terminate this Agreement upon written notice: (i) if no Order Forms are then outstanding and in effect hereunder; or (ii) if the other party: (a) breaches any material term or condition of this Agreement or Order Form and, except in the case of a breach of Section 13 or a material breach constituting a violation of the intellectual property rights of any Moody’s Party, fails to remedy the breach within thirty (30) days after being given written notice thereof; (b) ceases to function as a going concern or to conduct operations in the normal course of business; or (c) has a petition or similar action filed by or against it under any applicable bankruptcy or insolvency laws which petition or action has not been dismissed or set aside within sixty (60) days of filing. Moody’s may terminate this Agreement and/or any Order Forms hereunder in the event of any legal or regulatory change that, in Moody’s judgment, imposes new and additional cost or liability risk upon Moody’s and/or Moody’s Affiliates. In the case of a termination by Moody’s pursuant to the preceding sentence, or a termination by Client for Moody’s uncured material breach under this Section 9, Client shall be entitled to a refund of any fees prepaid to Moody’s for the affected Information in respect of the period after termination.