243410-Maximus.pdf

1.

2.

3.

4.

CONTRACT BETWEEN

WYOMING DEPARTMENT OF HEALTH, PUBLIC HEALTH DIVISION

AND

MAXIMUS US SERVICES, INC.

Parties. The parties to this Contract are Wyoming Department of Health, Public Health Division (Agency), whose address is: 122 West 25th Street, 3rd Floor West, Cheyenne, Wyoming 82002 and Maximus US Services, Inc. (Contractor), whose address is: 1600 Tysons Boulevard, Floor 14, Mclean, Virginia 22102. This contract concerns the Wyoming Women, Infants & Children (WIC) Program.

Purpose of Contract. The purpose of this Contract is to set forth the tenns and conditions by which the Contractor shall provide dedicated Product Management Services in support of the Mountain Plains User Group (MPUG) in the Maintenance and Enhancement (M&E) of the Mountain Plains States Consortium (MPSC) Management Information System

(MIS).

Term of Contract. This Contract is effective when all parties have executed it (Effective Date). The term of the Contract is from October 1, 2024~ or Effective Date, whichever is later through September 30, 2030. All services shall be completed during this term. This Contract may be extended with two (2) optional, two (2)-year extensions, for a total Contract term of ten (10) years, by agreement of both parties in writing and subject to the required approvals. There is no right or expectation of extension and any extension will be determined at the discretion of the Agency.

Payment.

A.

B.

The Agency agrees to pay the Contractor for the services described in Attachment A, Statement of Work, which is attached to and incorporated into this Contract by this reference. Total payment under this Contract shall not exceed three million, three hundred seventy-nine thousand, nine hundred forty-four dollars and eight cents. ($3,379,944.08). Payment shall be made in accordance with Attachment B, Payment Schedule which is attached to and incorporated herein by this reference.

Payment shall be made within forty-five ( 45) days after submission of invoice pursuant to Wyo. Stat. § 16-6-602. Contractor shall submit invoices in sufficient detail to ensure that payments may be made in conformance with this Contract. The maximum amount of federal funds to be provided under ALN#l 0.557 shall not exceed three million, three hundred seventy-nine thousand, nine hundred forty-four dollars and eight cents ($3,379,944.08).

No payment shall be made for work performed before the Effective Date of this Contract. Should the Contractor fail to perform in a manner consistent with the terms and conditions set forth in this Contract, payment under this Contract may be withheld until such time as the Contractor performs its duties and responsibilities to the satisfaction of Agency.

Contract between Wyoming Department of Health, Public Health Division and Maximus US Services, Inc.

5.

6.

7.

C. Except as otherwise provided in this Contract, the Contractor shall pay all costs and expenses, including travel, incurred by Contractor or on (ts behalf in connection with Contractor's performance and compliance with all of Contractor's obligations under this Contract.

Responsibilities of Contractor. The Contractor agrees to:

A. Provide the services described in Attachment A, Statement of Work.

Responsibilities of Agency. The Agency agrees to:

A. Pay Contractor in accordance with Section 4 above.

B. Pay in accordance with Attachment B, Payment Schedule.

Special Provisions.

A. Assumption of Risk. The Contractor shall assume the risk of any loss of state or federal funding, either administrative or program dollars, due to the Contractor's failure to comply with state or federal requirements. The Agency shall notify the Contractor of any state or federal determination of noncompliance.

B. Environmental Policy Acts. Contractor agrees all activities under this Contract will comply with the Clean Air Act, the Clean Water Act, the National Environmental Policy Act, and other related provisions of federal environmental protection laws, rules or regulations.

C. Human Trafficking. As required by 22 U.S.C. § 7104(g) and 2 CFR Part 175, this Contract may be terminated without penalty if a private entity that receives funds under this Contract:

(i) Engages in severe forms of trafficking in persons during the period of time that the award is in effect;

(ii) Procures a commercial sex act during the period of time that the award is in effect; or

(iii) Uses forced labor in the performance of the award or subawards under the award.

D. Kickbacks. Contractor certifies and warrants that no gratuities, kickbacks, or contingency fees were paid in connection with this Contract, nor were any fees, commissions, gifts, or other considerations made contingent upon the award of this Contract. If Contractor breaches or violates this warranty, Agency may, at its discretion, terminate this Contract without liability to Agency, or deduct from the agreed upon price or consideration, or otherwise recover, the full amount of any commission, percentage, brokerage, or contingency fee.

Contract between Wyoming Department of Health, Public Health Division

E. Limitations on Lobbying Activities. By signing this Contract, Contractor certifies and agrees that, in accordance with P.L. 101-121, payments made from a federal grant shall not be utilized by Contractor or its subcontractors in connection with lobbying memb~r(s) of Congress, or any federal agency in connection with the award of a federal grant, contract, cooperative agreement, or loan. This Act prohibits the recipients of Federal contracts, grants, and loans from using appropriated funds for lobbying the Executive or Legislative branches of the Federal government in connection with a specific contract, grant, or loan. As required by Section 1352, Title 31 of the U.S. Code and implemented at 2 CFR 200, Subpart F, Appendix II, for persons entering into a grant or cooperative agreement over $100,000, as defined at 31 U.S.C. 1352.

F. Monitoring Activities. Agency shall have the right to monitor all activities related to this Contract that are performed by Contractor or its subcontractors. This shall include, but not be limited to, the right to make site inspections at any time and with reasonable notice; to bring experts and consultants on site to examine or evaluate completed work or work in progress; to examine the books, ledgers, documents, papers, and records pertinent to this Contract; and to observe personnel in every phase of performance of Contract related work.

G. Nondiscrimination. The Contractor shall comply with the Civil Rights Act of 1964, the Wyoming Fair Employment Practices Act (Wyo. Stat. § 27-9-105, et seq.), the Americans with Disabilities Act (ADA), 42 U.S.C. § 12101, et seq., and the Age Discrimination Act of 1975 and any properly promulgated rules and regulations thereto. and shall not discriminate against any individual on the grounds of age, sex, color, race, religion, national origin, or disability in connection with the performance under this Contract. The Americans with Disabilities Act (28 CFR Part 35, Title II, Subtitle A) prohibits discrimination on the basis of disability in all services, programs, and activities provided to the public and State and local governments, except rublic transportation services.

H. No Finder's Fees: No finder's fee, employment agency fee, or other such fee related to the procurement of this Contract, shall be paid by either party.

I. Publicity. Any publicity given to the projects, programs, or services provided herein, including, but not limited to, notices, information, pamphlets, press releases, research, reports, signs, and similar public notices in whatever form, prepared by or for the Contractor and related to the services and work to be performed under this Contract, shall identify the Agency as the sponsoring agency and shall not be released without prior written approval of Agency.

J. Suspension and Debarment. By signing this Contract, Contractor certifies that neither it nor its principals/agents are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction or from receiving federal financial or nonfinancial assistance, nor are any of the participants involved in the execution of this Contract suspended, Contract between Wyoming Department of Health, Public Health Division debarred, or voluntarily excluded by any federal department or agency in accordance with Executive Order 12549 (Debarment and Suspension), or 2 CFR Part 180, or are on the debarred, or otherwise ineligible, vendors lists maintained by the federal government. Further, Contractor agrees to notify Agency by certified mail should it or any of its principals/agents become ineligible for payment, debarred, suspended, or voluntarily excluded from receiving federal funds during the term of this Contract.

K. Administration of Federal Funds. Contractor agrees its use of the funds awarded herein is subject to the Uniform Administrative Requirements of2 C.F.R. Part 200, et seq.; any additional requirements set forth by the federal funding agency; all applicable regulations published in the Code of Federal Regulations; and other prngram guidance as provided to it by Agency.

L. Copyright License and Patent Rights. Contractor acknowledges that federal grantor, the State of Wyoming, and Agency reserve a royalty-free, nonexclusive, unlimited, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for federal and state government purposes: (1) the copyright in any work developed under this Contract; (2) any rights of copyright to which Contractor purchases ownership using funds awarded under this Contract; and (3) must comply with 2 CFR 200.315 Intangible property. (a) Title to intangible property (see §200.59 Intangible property) acquired under a Federal award vests upon acquisition in the non-Federal entity. The non-Federal entity must use that property for the originally authorized purpose, and must not encumber the property without approval of the Federal awarding agency. When no longer needed for the originally authorized purpose, disposition of the intangible property must occur in accordance with the provisions in §200.313 Equipment paragraph. Contractor must consult with Agency regarding any patent rights that arise from or are purchased with, funds awarded under this Contract.

(1) Data Rights for Contractor's Proprietary Data The Agency shall own all technical data and other work product first produced as a deliverable pursuant to this Contract ("Work Product") upon payment in full of all applicable fees. to Contactor. In no event shall Work Product be considered a "work for hire" as that term is defined in the Uniform Commercial Code.

Notwithstanding anything to the contrary contained herein or in any Statement of Work or other attachment hereto, any and all intellectual property or other proprietary data owned by Contractor prior to the effective date of this Contract or developed by Contractor outside of the scope of this Contract or in the course of perfonnance of this Contract but not as a deliverable ("Contractor Information") shall remain the exclusive property of Contractor even if such Contractor Information is embedded or otherwise incorporated into the Work Product or used to develop the Work Product. The Agency's rights under this section shall not apply to any Contractor Information or any component thereof regardless of form or media. Contractor hereby grants the Agency a royalty-free, nontransferable license to use the Contractor Information solely to the extent necessary to operate the Work Product.

Contract between Wyoming Department of Health, Public Health· Division uocuscgn t:nverope 1u: ;lA14Avll1-::>IA..!-4l:lrA-Atfl r-ul:ltMt-vt:'lt-::>tlA

M. Federal Audit Requirements. Contractor agrees that if it expends an aggregate amount in excess of the amount set forth in 2 CFR Part 200, Subpart F in federal awards during its fiscal year, it must undergo an organization-wide financial and compliance single audit. Contractor agrees to comply with the audit requirements of the U.S. General Accounting Office Government Auditing Standards and Audit Requirements of 2 C.F.R. Part 200, Subpart F. If findings are made which cover any part of this Contract, Contractor shall provide one (1) copy of the audit report to Agency and require the release of the audit report by its auditor be held until adjusting entries are disclosed and made to Agency's records.

N. Non-Supplanting Certification. Contractor hereby affirms that federal grant funds shall be used to supplement existing funds, and shall not replace (supplant) funds that have been appropriated for the same purpose. Contractor should be able to document that any reduction in non-federal resources occurred for reasons other than the receipt or expected receipt of federal funds under this Contract.

0. Program Income. Contractor shall not deposit grant funds in an interest bearing account without prior approval of Agency. Any income attributable to the grant funds distributed under this Contract must be used to increase the scope of the program or returned to Agency.

P. Applicability of Appendix II to 2 CFR Part 200. This Contract has been funded, in whole or in part, with an Award of Federal funds and is bound by the federal contract provisions required by the Uniform Guidance Appendix II of 2 CFR Part 200 (the Federal Contract Provisions), incorporated herein by this reference. In the event of a conflict between the Special Provisions section of this Contract, or any attachments or exhibits incorporated herein, and the Federal Contract Provisions, the Federal Contract Provisions shall control. Failure to comply with the Federal Contract Provisions shall constitute an event of default under this Contract. If such a default remains uncured five (5) calendar days following the termination of a thirty (30) day prior written notice period, the Agency may terminate this Contract.

This remedy will be in addition to any other remedy available to the State of Wyoming and the Agency under this Contract, at law, or in equity.

Q. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of federally assisted construction contract in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-l .4(b ), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp.,

p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity,'' and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." (2 CFR 200, Subpart F, Appendix II).

R. Assurance of Civil Rights Compliance. The Stat~ Agency hereby agrees that it

Contract between Wyoming Department of Health, Public Health Division

Page 5 ofl5 will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.), Title IX of the Education Amendments of 1972 (20 U.S,C. 1681 et seq.), Section 504 of the Rehabilitation Act of 1973 (29 U .S.C. 794), Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.); Title II and Title III of the Americans with Disabilities Act (ADA) of 1990 as amended by the ADA Amendment Act of2008 (42 U.S.C. 12131-12189) as implemented by Department of Justice regulations at (28 CFR Parts 3 5 and 36); Executive Order 13166, 11 Improving Access to Services for Persons with Limited English Proficiency. 11 (August 11, 2000), all provisions required by the implementing regulations of the U.S. Department of Agriculture (7 CFR Part 15 et seq); and FNS directives and guidelines to the effect that no person shall, on the ground of race, color, national origin, age, sex (including gender identity and sexual orientation), or disability, or reprisal or retaliation for prior civil rights activity be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity for which the Agency receives Federal financial assistance from FNS; and hereby gives assurance that it will immediately take measures necessary to effectuate this agreement.

By providing this assurance, the State Agency agrees to compile data, maintain records and submit records and reports as required to permit effective enforcement of the nondiscrimination laws, and to permit Department personnel during normal working hours to review and copy such records, books and accounts, access such facilities, and interview such personnel as needed to ascertain compliance with the non-discrimination laws. If there are any violations of this assurance, the Department of Agriculture shall have the right to seek judicial enforcement of this assurance.

This assurance is given in consideration of and for the purpose of obtaining any and all Federal financial assistance, grants, and loans of Federal funds, reimbursable expenditures, grant, or donation of Federal property and interest in property, the detail of Federal personnel, the sale and lease of, and the pennission to use Federal property or interest in such property or the furnishing of services without consideration or at a nominal consideration, or at a consideration that is reduced for the purpose of assisting the recipient, or in recognition of the public interest to be served by such sale, lease, or furnishing of services to the recipient, or any improvements made with Federal financial assistance extended to the Program applicant by USDA. This includes any Federal agreement, arrangement, or other contract that has as one of its purposes the provision of cash assistance for the purchase of food, and cash assistance for purchase or rental of food service equipment or any other financial assistance extended in reliance on the representations and agreements made in this assurance.

This assurance is binding on the State Agency, its successors, transferees, and assignees as long as it receives assistance or retains possession of any assistance from the Department. The person or persons whose signatures appear below are authorized to sign this assurance on the behalf of the State.

Contract between Wyoming Department of Health, Public Health Division

S. Drug-Free Workplace. The Federal government implemented 41 U.S. Code § 8103, Drug-free workplace requirements for Federal grant recipients in an attempt to address the problems of drug abuse on the job. It is a fact that employees who use drugs have less productivity, a lower quality of work, and a higher absenteeism, and are more likely to misappropriate funds or services. From this perspective, the drug abuser may e11danger other employees, the public at large, or themselves.

Damage to property, whether owned by this entity or not, could result from drug abuse on the job. All these actions might undermine public confidence in the services this entity provides. Therefore, in order to remain a responsible source for government contracts, the following guidelines have been adopted: a. The unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the workplace. b. Violators may be terminated or requested to seek counseling from an approved rehabilitation service. c. Employees must notify their employer of any conviction of a criminal drug statute no later than five days after such conviction. d. Contractors of federal agencies are required to certify that they will provide drug-free workplaces for their employees. Transactions subject to the suspension/debarment rules (covered transactions) include grants, subgrants, cooperative agreements, and prime contracts under such awards. Subcontracts are not included. Also, the dollar threshold for covered procurement contracts is $25,000. Contracts for Federally required audit services are covered regardless of dollar amount,

8. General Provisions.

A. Amendments. Any changes, modifications, revisions, or amendments to this Contract which are mutually agreed upon by the parties to this Contract shall be incorporated by written instrum~nt, executed by all parties to this Contract.

B. Applicable Law, Rules of Construction, and Venue. The construction, interpretation, and enforcement of this Contract shall be governed by the laws of the State of Wyoming, without regard to conflicts of law principles. The terms "hereof," "hereunder," "herein," and words of similar import, are intended to refer to this Contract as a whole and not to any particular provision or part. The Courts of the State of Wyoming shall have jurisdiction over this Contract and the parties.

The venue shall be the First Judicial District, Laramie County, Wyoming.

C. Assignment Prohibited and Contract Shall Not be Used as Collateral. Neither party shall assign or otherwise transfer any of the rights or delegate any of the duties set out in this Contract without the prior written consent of the other party. The Contractor shall not use this Contract, or any portion thereof, for collateral for any financial obligation without the prior written permission of the Agency.

D. Audit and Access to Records. The Agency and its representatives shall have access to any books, documents, papers, electronic data, and records of the Contractor which are pertinent to this Contract.

Contract between Wyoming Department of Health, Public Health Division

E. Availability of Funds. Each payment obligation of the Agency is conditioned upon the availability of government funds which are appropriated or allocated for the payment of this obligation and which may be limited for any reason including, but not limited to, congressional, legislative, gubernatorial, or administrative action. If funds are not allocated and available for continued performance of the Contract, the Contract may be terminated by the Agency at the end of the period for which the funds are available. The Agency shall notify the Contractor at the earliest possible time of the services which will or may be affected by a shortage of funds. No penalty shall accrue to the Agency in the event this provision is exercised, and the Agency shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section.

F. • Award of Related Contracts. The Agency may award supplemental or successor contracts for work related to this Contract or may award contracts to other contractors for work related to this Contract. The Contractor shall cooperate fully with other contractors and the Agency in all such cases.

G. Compliance with Laws. The Contractor shall keep informed of and comply with all applicable federal, state, and local laws and regulations, and all federal grant requirements and executive orders in the performance of this Contract.

H. Confidentiality of Information. All documents, data compilations, reports, computer programs, photographs, data, and other work provided to or produced by the Contractor in the performance of this Contract shall be kept confidential by the Contractor unless written permission is granted by the Agency for its release. If and when Contractor receives a request for information subject to this Contract, Contractor shall notify Agency within ten (10) days of such request and shall not release such information to a third party unless directed to do so by Agency.

I. Entirety of Contract. This Contract, consisting of fifteen ( 15) pages; Attachment A, Statement of Work, consisting of four ( 4) pages; Attachment B, Pay Schedule, consisting of three (3) pages; and the Federal Contract Provisions, represent the entire and integrated Contract between the parties and supersede all prior negotiations, representations, and agreements, whether written or oral. In the event of a conflict or inconsistency between the language of this Contract and the language of any attachment or document incorporated by reference, the language ,of this Contract shall control.

J. Ethics. Contractor shall keep informed of and comply with the Wyoming Ethics and Disclosure Act (Wyo. Stat.§ 9-13-101, et seq.) and any and all ethical standards governing Contractor's profession.

K. Extensions. Nothing in this Contract shall be interpreted or deemed to create an expectation that this Contract will be extended beyond the term described herein.

Any extension of this Contract shall be initiated by the Agency and shall be accomplished through a written amendment between the parties entered into before the expiration of the original Contract or any valid amendment thereto, and shall be

Contract between Wyoming Department of Health, Public Health Division effective only after it is reduced to writing and executed by all parties to the Contract.

L. Force Majeurc. Neither party shall be liable for failure to perform under this Contract if such failure to perform arises out of causes beyond the control and without the fault or negligence of the nonperforming party. Such causes may include, but are not limited to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather. This provision shall become effective only if the party failing to perform immediately notifies the other party of the extent and nature of the problem, limits delay in performance to that required by the event, and takes all reasonable steps to minimize delays.

M. Indemnification and Limitation of Liability. The Contractor shall release, indemnify, and hold harmless the State, the Agency, and their officers, agents, and employees from any and all claims, suits, liabilities, court awards, damages, costs, attorneys' fees, and expenses arising out of Contractor's failure to perform any of Contractor's duties and obligations hereunder or in connection with the negligent performance of Contractor's duties or obligations, including, but not limited to, any claims, suits, liabilities, court awards, damages, costs, attorneys' fees, and expenses arising out of Contractor's negligence or other tortious conduct.

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

N. Independent Contractor. The Contractor shall function as an independent contractor for the purposes of this Contract and shall not be considered an employee of the State of Wyoming for any purpose. Consistent with the express terms of this Contract, the Contractor shall be free from control or direction over the details of the performance of services under this Contract. The Contractor shall assume sole responsibility for any debts or liabilities that may be incurred by the Contractor in fulfilling the terms of this Contract and shall be solely responsible for the payment of all federal, state, and local taxes which may accrue because of this Contract.

Nothing in this Contract shall be interpreted as authorizing the Contractor or its agents or employees to act as an agent or representative for or on behalf of the State of Wyoming or the Agency or to incur any obligation of any kind on behalf of the

Contract between Wyoming Department of Health, Public Health Division uocus1gn tnverope 1u: ;jJ\l'IAl,;ll:MllAL-4~rA·Atil 1-u~ts;:ii-1.,;t:4t-otsA

State of Wyoming or the Agency. The Contractor agrees that no health or hospitalization benefits, workers' compensation, unemployment insurance, or similar benefits available to State of Wyoming employees will inure to the benefit of the Contractor or the Contractor's agents or employees as a result of this Contract.

0. Notices. All notices arising out of, or from, the provisions of this Contract shall be in writing either by regular mail or delivery in person at the addresses provided under this Contract.

P. Notice of Sale or Transfer. The Contractor shall provide the Agency with notice of any sale, transfer, merger, or consolidation of the assets of the Contractor. Such notice shall be provided in accordance with the notices provision of this Contract and, when possible and lawful, in advance of the transaction. If the Agency detennines that the sale, transfer, merger, or consolidation is not consistent with the continued satisfactory performance of the Contractor's obligations under this Contract, then the Agency may, at its discretion, terminate or renegotiate the Contract.

Q. Ownership and Return of Documents and Information. Agency is the official custodian and owns all documents, data compilations, reports, computer programs, photographs, data, and other work provided to or produced by the Contractor in the performance of this Contract. Upon termination of services, for any reason, Contractor agrees to return all such original and derivative infonnation and documents to the Agency in a useable format. In the case of electronic transmission, such transmission shall be secured. The return of information by any other means shall be by a parcel service that utilizes tracking numbers. Upon Agency's verified receipt of such information, Contractor agrees to physically and electronically destroy any residual Agency-owned data, regardless of format, and any other storage media or areas containing such information. Contractor agrees to provide written notice to Agency confirming the destruction of any such residual Agency-owned data.

R. Patent or Copyright Protection. The Contractor recognizes that certain proprietary matters or techniques may be subject to patent, trademark, copyright, license, or other similar restrictions, and warrants that no work performed by the Contractor or its subcontractors will violate any such restriction. The Contractor shall defend and indemnify the Agency for any infringement or alleged infringement of such patent, trademark, copyright, license, or other restrictions.

S. Prior Approval. This Contract shall not be binding upon either party, no services shall be performed, and the Wyoming State Auditor shall not draw warrants for payment, until this Contract has been fully executed, approved as to form by the Office of the Attorney General, filed with and approved by A&I Procurement, and approved by the Governor of the State of Wyoming, or his designee, if required by Wyo. Stat. § 9-2-3204(b)(iv).

Contract between Wyoming Department of Health, Public Health Division

T. Insurance Requirements.

(i) During the term of this Contract, the Contractor shall obtain, maintain, and require that each subcontractor obtains and maintains, each type of insurance policy and limits specified below.

(ii) All policies shall be primary over any insurance or self-insurance program carried by the Contractor or the State of Wyoming. All policies, except for the crime and insurance policy, shall include clauses stating that each insurance carrier shall waive all rights of recovery under subrogation or otherwise against Contractor or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers.

(iii) The Contractor shall provide Certificates of Insurance to the Agency verifying each type of coverage required herein. If the policy is a "claims made" policy instead of an "occurrence" policy, the retroactive date shall pre-date the start of this contract and the policy continuously maintained throughout the term of this contract and any extended period of the contract.

If the claims-made insurance policy is canceled and not renewed or replaced with another policy with the same retroactive date, an extended reporting period (tail coverage) shall be purchased.

(iv) All required endorsements shall be provided with the Certificate of Insurance. Contractor's insurers shall provide at least thirty (30) days prior written notice of cancellation or non-renewal and ten ( l 0) days prior written notice for non-payment of premium to the certificate holder on file with msurers.

(v) In case of a breach of any provision relating to Insurance Requirements or Insurance Coverage, the Agency may, at the Agency's option, obtain and maintain, at the expense of the Contractor, such insurance in the name of the Contractor, or subcontractor, as the Agency may deem proper and may deduct the cost of obtaining and maintaining such insurance from any sums which may be due or become due to the Contractor under this Contract.

(vi) AII policies required by this Contract shall be issued by an insurance company with an A.M. Best rating of A- VIII or better.

(vii) The Agency reserves the right to reject any policy issued by an insurance company that does not meet these requirements.

U. Insurance Coverage. The Contractor shall obtain and maintain the following insurance policies in accordance with the Insurance Requirelllents set forth above and below:

(i) Commercial General Liability Insurance. Commercial general liability

Contract between Wyoming Department of Health, Public Health Division uocus1gn 1:.nve1ope 1u: <lA 1"1Avll:l-::>I.A~-4l:lt"A-Aol r-Ul:lll;11"1.;t:41"ollA

(ii) insurance (COL) coverage, occurrence form, covering liability claims for bodily injury and property damage arising out of Contractor's premises, operations, products and completed operations, and personal and advertising injury liability, with minimum limits as follows:

(a) $1,000,000.00 each occurrence;

(b) $1,000;000.00 personal and advertising injury;

(c) $2,000,000.00 general aggregate; and

(d) $2,000,000.00 products and completed operations.

Workers' Compensation and Employer's Liability Insurance. Employees hired in Wyoming to perform work under this Contract shall be covered by workers' compensation coverage obtained through the Wyoming Department of Workforce Services' workers' compensation program, if statutorily required. Employees brought into Wyoming from Contractor's home state to perform work under this Contract shall be covered by workers' compensation coverage obtained through the Wyoming Department of Workforce Services' workers' compensation program or other state or private workers' compensation insurance approved by the Wyoming Department of Workforce Services, if statutorily required.

The Contractor shall provide the Agency with a Certificate of Good Standing or other proof of workers' compensation coverage for all of its employees who are to perfonn work under this Contract, if such coverage is required by law. If workers' compensation coverage is obtained by Contractor through the Wyoming Department of Workforce Services' workers' compensation program, Contractor shall also obtain Employer's Liability "Stop Gap,, coverage through an endorsement to the CGL policy required by this Contract, with minimum limits as follows:

(a) Bodily Injury by Accident: $1,000,000.00 each accident;

(b) Bodily Injury by Disease: $1,000,000.00 each employee; and

(c) Bodily Injury by Disease: $1,000,000.00 policy limit.

(iii) Unemployment Insurance. The Contractor shall be duly registered with the Department of Workforce Services and obtain such unemployment insurance coverage as required. The Contractor shall supply Agency with a Certificate of Good Standing or other proof of unemployment insurance coverage.

(iv) Automobile Liability Insurance. Automobile liability insurance covering any auto (including owned, hired, and non-owned used by the Contractor) with minimum limits of $1,000,000.00 each accident combined single limit.

(v) Professional Liability or Errors and Omissions Liability Insurance.

Professional liability insurance or errors and omissions liability insurance

Contract between Wyoming Department of Health, Public Health Division protecting against any and all covered claims arising from the Contractor's alleged or real professional wrongful acts, errors or omissions, or mistakes in the perfonnance of its professional services under this Contract, with minimum limits as follows:

(a) $1,000,000.00 each occurrence; and

(b) $1,000,000.00 general aggregate.

The policy be continuously renewed or shall have an extended reporting period of two (2) years.

(vi) Commercial Crime Insurance. Commercial crime insurance including employee dishonesty coverage with minimum limits of$1,000,000.00 each loss.

(vii) Cyber Liability Insurance. Cyber liability insurance which shall be for wrongful -acts, errors or omissions committed by the Contractor in performing its professional services including claims involving media content liability for infringement of copyright, trademark, trade dress, invasion of privacy violations, physical theft of hardware on which data is stored; costs incurred to restore, recollect or recreate Electronic Data, including the costs incurred in determining whether it is possible to do so;

release of PII, PHI or confidential information, cyber extortion, and network security, with minimum limits as follows:

(a) $2,000,000.00 each claim; and

(b) $2,000,000.00 general·aggregate.

Coverage shall .include breach response costs, regulatory fines and penalties, and credit monitoring, expenses, with limits sufficient to respond to these obligations.

V. Severability. Should any portion of this Contract be judicially determined to be illegal or unenforceable, the remainder of the Contract shall continue in full force and effect, and the parties may renegotiate the terms affected by the severance.

W. Sovereign Immunity and Limitations. Pursuant to Wyo. Stat.§ 1-39-104(a), the State of Wyoming and Agency expressly reserve sovereign immunity by entering into this Contract and specifically retain all immunities and defenses available to them as sovereigns. The parties acknowledge that the State of Wyoming has sovereign immunity and only the Wyoming Legislature has the power to waive sovereign immuni~y. Designations of venue, choice of law, enforcement actions, and similar provisions shall not be construed as a waiver of sovereign immunity.

The parties agree that any ambiguity in this Contract shall not be strictly construed, either against or for either party, except that any ambiguity as to sovereign immunity shall be construed in favor of sovereign immunity.

Contract between Wyoming Department of Health, Public Health Division

X. Taxes. The Contractor shall pay all taxes and other such amounts required by federal, state, and local law, including, but not limited to, federal and social security taxes, workers' compensation, unemployment insurance,.and sales taxes.

Y. Termination of Contract. This Contract may be terminated, without cause, by the Agency upon thirty (30) days written notice. This Contract may be terminated by the Agency for cause if th~ Contractor fails to perform in accordance with the terms of this Contract, the Agency shall send a notice to the Contractor citing the details of the default and giving notice to the Contractor of its intent to terminate.

Contractor may cure the default within thirty (30) days of the notice. If the default is not cured within the thirty (30) days, the Agency may terminate the Contract.

Z. Third-Party Beneficiary Rights. The parties do not intend to create in any other individual or entity the status of third-party beneficiary, and this Contract shall not be construed so as to create such status. The rights, duties, and obligations contained in this Contract shall operate only between the parties to this Contract and shall inure solely to the benefit of the parties to this Contract. The provisions of this Contract are intended only to assist the parties in determining and performing~ their obligations under this Contract.

Z. Time is of the Essence. Time is of the essence in all provisions of this Contract.

AA. Titles Not Controlling. Titles of sections and subsections are for reference only and shall not be used to construe the language in this Contract.

BB. Waiver. The waiver of any breach of any term or condition in this Contract shall not be deemed a waiver of any prior or subsequent breach. Failure to object to a breach shall not constitute a waiver.

CC. Counterparts. This Contract may be executed in counterparts. Each counterpart, when executed and delivered, shall be deemed an original and all counterparts together shall constitute one and the same Contract. Delivery by the Contractor of an originally signed counterpart of this Contract by facsimile or PDF shall be followed up immediately by delivery of the originally signed counterpart to the Agency.

THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.

Contract between Wyoming Department of Health, Public Health Division

9. Signatures. The parties to this Contract, either personally or through their duly authorized representatives, have executed this Contract on the dates set out below, and certify that they have read, understood, and agreed to the terms and conditions of this Contract.

The Effective Date of this Contract is the date of the signature last affixed to this page.

AGENCY:

Wyoming Department of Health, Public Health Division

Stefan Johansson, Director Wyoming Department of He tepanieSandoval, MHSA, MBA Senior Administrator, Public Health Division

CONTRACTOR:

Maximus US Services, Inc.

Date

9/17/2024

Jennifer Galletta, Counsel-Contracts

ATTORNEY GENERAL'S OFFICE: APPROVAL AS TO FORM

andler Pauling, Assistant Attorney General

Contract between Wyoming Department of Health, Public Health Division and Maximus US Services, Inc.

Date

Date

1.1.

1.2.

1.3.

1.4.

1.5.

1.6.

1.7.

1.8.

1.9.

2.1.

2.2.

2.3.

2.4.

2.5.

3.1.

3.2.

3.3.

[4

Attachment A, Statement of Work-Contractor

Provide project management and oversight of the Mountain Plains User Group (MPUG) Maintenance and Enhancement (M&E) Management Information System MIS roduct as roduct mana er for the MPUG.

General maintenance and execution of the MPUG Charter, Change Control Process (CCP), and Communications and Collaboration Management Plan (CCMP) is the responsibility of the Contractor with guidance and direction from the Executive Steering Committee (ESC).

Act as a liaison between the MPUG, Food and Nutrition Service (FNS) (as appropriate), the M&E Contractor, and any Independent Verification and Validation IV & Contractor under contract with the MPU G.

Provide direction and facilitation ofMPUG activities with consideration for business demands across the MPUG.

Schedule and facilitate all MPUG meetings (including bimonthly M&E contractor calls .

Identify meeting goals and create agendas, minutes, and any other required documentation for all MPUG meetin s.

Identify members and assemble and facilitate task forces, committees, and work rou s documentin ou uts as a ro riate and directed b the MPUG.

Maintain and manage a central MPUG collaboration site/document repository. All documentation shall be secure and accessible to relevant staff and stakeholders of the

MPUG.

Support the business hours of 8:00 a.m. through 5:00 p.m., Monday through Friday, in the Mountain Time zone and be available via teleconferencing, phone calls, email or an other methods deemed suitable to accom lish the necessa tasks of the ro • ect.

Manage MPUG's contribution to the State Agency Model (SAM)Transfer process including for MPUG member and non-member State Agencies (SAs) regarding all ongoing implementation, maintenance and enhancements of Mountain Plains States Consortium (MPSC S stem.

Identify and provide documents and/or code for the MPSC System as requested, includin technical resources, lessons learned, etc.

Create and deliver presentations about the MPUG, as requested by the Executive Steerin Committee (ESC).

Provide a budget for subsequent Federal Fiscal Years (FFY), with the data and uidance from the MPUG and in ut from the M&E Contractor.

Develop and maintain cost-sharing tables used by member states for system maintenance and enhancements.

Facilitate the ESC with determining funding sources including spend-forward dollars, bud et lannin /forecastin , and Advance Plannin Documents APD) submissions.

Attachment A to the Contract Between Wyoming Department of Health, Public Health Division, and Maximus US Services, Inc.

4.1.

4.2.

4.3.

4.4.

4.5.

4.6.

5.1.

5.2.

5.3.

5.4.

5.5.

5.5.1.

5.5.2.

5.5.3.

5.5.4.

6.1.

7.1.

8.2.

.. 9.1.

9.2.

Attachment A, Statement of Work-Contractor

Identify, record, and report all MPUG M&E product/project risks monthly or as needed. • Create and manage a tool to identify all risks related to quality, user satisfaction, schedule, technolo , and other critical issues.

Conduct assessments and u date when re uested b the MPUG.

Facilitate risk mitigation discussions and strategy creation with the ESC during scheduled and as-needed ESC calls.

Document strate ies and action lans develo ed in con·unction with the ESC.

Track progress, update documents and action plans, and provide monthly updates to the ESC.

Conduct preliminary cost assessment for the Annual Meeting and incorporate it into the annual APD budget request. Applicable every other year when the MPUG meetin is in erson.

If face-to-face is chosen, identi the host state.

Ca ture attendee evaluations/assessments.

Develop, present, and distribute a "State of the MPUG M&E Project" report at the MPUG Annual Meetin to include:

Feedback from the MPUG as to the general level of satisfaction with the M&E rocesses and services.

Identification of problems and areas for improvement and associated risks to the ro·ect.

Recommendations to remediate identified roblems and deficiencies: and Recommendations for future enhancements to the MIS system with suggested rioritizations and ossible schedulin of im lementation.

rs~tcflli~~tt:~'1Hiitt!~ ~- ·==,;;;. """~-,;,= ~===========i1 Facilitate and documentthe annual ~nd ongoing review and update of the MPUG Strate ic Plan at the annual MPUG meetin .

Coordinate and obtain approval of Contractor travel through the MPUG in advance of any travel.

Pr9vide a "Project Work Plan" detailing the contractor's plan to execute the tasks, become familiar with MPSC system, and undertake responsibilities and perform duties ursuant to mana in the M&E roduct.

Include any recommendations for the MPUG with regards to improving or addressing concerns about procedures, communications, or other areas, and possible steps to miti ate these concerns .

Maintain a visual tool on the Contractor collaboration site to track key performance and risk indicators for the M&E Contractor and MPUG activities including the documentation of o ortunities and challen es.

Attachment A to the Contract Between Wyoming Department of Health, Public Health Division, and Maximui; US Services, Inc.

10.1.

10.2.

10.3.

10.4.

10.5.

10.6.

10.7.

10.8.

11.1.

11.2.

11.3.

11.3.1.

11.3.2.

11.3.3.

11.3.4.

11.4.

Attachment A, Statement of Work-Contractor

Communicate results to the MPUG and stakeholders as applicable, document actions, and track ro ress.

Facilitate the MPUG and M&E Contractor in balancing the need to maintain existing levels of MPSC common functionality, and prioritize the use of available resources (staff, money, and time) for system defect repair and technical and functional enhancements.

Provide management, oversight, coordination, facilitation, issue resolution, and documentation of the Change Control functions critical to the MPUG.

Review and evaluate the current MPUG CCP and provide ongoing recommendations for documentation of rocess u dates.

Manage and facilitate the Change Management processes, User Acceptance Testing UAT rocesses and releases.

Track due dates and ensure timeliness ofM&E contract deliverables.

Receive, distribute, and seek MPUG acce tance of all deliverables.

Monitor, provide oversight, and coordinate the Change Control activities of the M&E Contractor, the Change Control Board (CCB), the ESC, and task force groups in s stem desi n, defect resolution, and im lementation activities.

Facilitate the CCB as the change governing body of the MPUG in executing the CCP, submission, scoring, vetting of all proposed change ideas and system defects, and provide recommendations to the ESC.

Facilitate and collect data to support development ofMPUG APD approved by the ESC for submission by the Agency to FNS in compliance with the FNS Handbook 901 -Advance Planning Documents I Food and Nutrition Service a copy of which can be obtained at https://www.fns.usda.gov/sso/fns-handbook-901-v2-advance-planning documents.

Im lement and execute all APD rocesses for the MPUG.

The Contractor shall provide the following support for facilitating an Acquisition Work Grou AWG as needed or as re uested:

Keep an ongoing record/log of and incorporation of lessons learned from previous ac uisition work;

Assist the MPUG with compiling any Statement Of Work (SOW), including but not limited to Service Level Re uirements, for Contracts related to M&E activities.

Coordinate with FNS and the MPUG to finalize annual APD submissions, and Advanced Plannin Documents U dates APDUs as needed.

~i~'!II.,~ W.&I?DJ~'cesJE~iM~&~:Afheed~ll/r:e"'iie~~~~,t1:/klf.'.iti~:ff:~Hft!i~l.~ 12.1.

12.2.

Provide IV&V Request for Proposal (RFP) SOW for development and im lementation su ort.

Provide support for facilitating an A WG whose purpose is to determine the tasks, res onsibilities, and re uirements of the IV & V Contractor.

Attachment A to the Contract Between Wyoming Department of Health, Public Health Division, and Maximus US Services, Inc.

uocusIgn t:nve1ope 1u: ;SA14A1.,;rn-01.,;4;i:-4~1-A-Atil t-U~tl;:st-t;t:4t-otlA

12.4.

12.5.

12.6.

12.7.

12.8.

12.9.

12.10.

14.1.

Attachment A, Statement…