2023+SHIP+Entity+Contract+Draft.pdf

2023 SHIP SPONSOR CONTRACT #23-000

The parties to this contract (“Contract”) are the State of North Dakota, acting through its North Dakota Insurance Department (“STATE”), and the ______________________________ (“CONTRACTOR”);

1. SCOPE OF WORK

CONTRACTOR, in exchange for the compensation paid by STATE under this Contract, shall provide the following services:

a. Individual counseling services to Medicare beneficiaries during the Medicare Part D Open Enrollment time period of October 15th, 2023, through December 7th, 2023, by either phone or virtual face to face appointments as well as other reliable means as determined by the

STATE.

If events are held, the city and specified date of the event needs to be provided to the STATE. **No more than six (6) events will be supported by STATE.

(1) City Date

(2) City Date

(3) City Date

(4) City Date

(5) City Date

(6) City Date

b. At each appointment, CONTRACTOR will provide individual counseling services to assist attendees by answering questions, run comparisons of drug plans on the Medicare.gov website, provide documents about State Health Insurance Counseling (“SHIC”), and make referrals to SHIC. The STATE may assign additional individual counseling services at no additional cost to STATE.

c. CONTRACTOR’s services that are being provided must be open to the community at large. CONTRACTOR shall advertise its services through newspaper, flyers, mailings, radio, or electronic notification as open to the community at large. CONTRACTOR must provide services to any individuals who seek its services. If CONTRACTOR chooses to hold an in-person face to face appointment, the appointment must be held at a location accessible to persons with disabilities.

d. CONTRACTOR must use personnel trained by the SHIC program to assist attendees in comparing Medicare Part D prescription drug plans and to enroll attendees in prescription drug plans under Medicare Part D. Personnel assisting attendees may not in any case recommend or choose any particular prescription drug plan or company.

Personnel may not comment on the quality of any particular prescription drug plan or company.

e. At each appointment, CONTRACTOR must prominently display, disburse, or share information on the SHIC program, the Prescription Connection (“PC”) of the North Dakota Insurance Department, and Medicare. If CONTRACTOR holds a public event, it must prominently display a sign indicating co-sponsorship of the event by the North Dakota Insurance Department. The information on SHIC, PC, Medicare, and the sign will be provided by STATE.

f. CONTRACTOR will obtain and document ALL required data information into the ACL

STARS system for each appointment and attendee. CONTRACTOR will have all the required data information entered in the ACL STARS system within 14 days from the time Open Enrollment ends on December 7th, 2023. CONTRACTOR will submit all required documentation for each appointment. If CONTRACTOR holds an event open to the public, it shall provide the STATE a list of attendees and a written summary of the event, to the STATE within 14 days from when the Open Enrollment period ends on December 7th, 2023. CONTRACTOR agrees to collect any and all additional data it obtains and provide that data to the STATE if requested.

g. CONTRACTOR will provide the physical space, telecommunication and computer equipment, office supplies and personnel for each event.

STATE, in exchange for the services provided by CONTRACTOR, will make SHIC staff available by telephone or email to give assistance to CONTRACTOR’S personnel during the Medicare Open Enrollment timeframe to provide follow up assistance to attendees as indicated by CONTRACTOR.

2. COMPENSATION

a. Contractual Amount

STATE will pay for the services provided by CONTRACTOR under this Contract an amount not to exceed $3,000, to be paid within 30 days of receipt of the list of individuals counseled and verification of required documentation completed in the ACL STARS system. An invoice should be submitted for the amount.

The Contractual Amount is firm for the duration of the Contract and constitutes the entire compensation due to CONTRACTOR for performance of its obligations under this Contract, unless amended, 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

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

d. Prepayment

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

e. 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.

f. Taxpayer ID

CONTRACTOR’S federal employer ID number is: ____________.

g. Purchasing Card

STATE may make a 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.

3. TERM OF CONTRACT

Appointments must be held between October 15th, 2023, and December 7th, 2023. STATE will not compensate CONRACTOR for any work done after December 7th, 2023. Unless extended in writing by the STATE, this Contract expires on December 7th, 2023.

a. Contract Renewal

This Contract will not automatically renew. STATE may renew this Contract for five successive terms by providing written notice to Contractor at least 1 month prior to October 15th of each year. Any renewal will be according to the same terms and conditions of this Agreement, unless otherwise determined by State.

b. Extension Option

STATE reserves the right to extend the Contract for an additional period of time, not to exceed 3 months, beyond the current termination date of the Contract. Any extension will be according to the same terms and conditions of this Agreement, unless otherwise determined by State.

4. CONTRACT CHANGES – UNANTICIPATED AMENDMENTS

During the course of the contract entered as a result of this solicitation, the contractor may be required to perform additional work due to a legitimate unforeseen circumstance. That work will be within the general scope of the initial contract. When additional work is required, the STATE shall provide contractor a written description of the additional work and request contractor to submit proposal for accomplishing the scope of work. CONTRACTOR will not commence additional work until all parties agree in writing.

5. TERMINATION

a. Termination

This Contract may be terminated by the STATE upon 30 days written notice to the

CONTRACTOR.

b. Early Termination in the Public Interest

STATE is entering into this Contract for the purpose of carrying out the public policy of the State of the North Dakota, as determined by its Governor, Legislative Assembly 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 the 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 and continued at levels sufficient to allow for purchase of the services or supplies in the indicated quantities or term.

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

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

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

d. Termination for Cause

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

1) If CONTRACTOR fails to provide services required by this Contract within the time specified or any extension agreed to 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 upon 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

a. 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, operations, contractual, products and completed operations coverages (if applicable), with minimum liability limits of $2,000,000 per aggregate.

2) Workers compensation coverage meeting all statutory requirements.

b. 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 provide STATE at least 30-day notice of any cancellation or material change to the policies or endorsements. For the purposes of this paragraph, a material change is a change that causes the coverage to no longer meet the requirements of the Contract.

3) The CONTRACTOR shall furnish a certificate of insurance to the undersigned State representative. The certificate of insurance is needed by October 1st of each year.

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

9. WORKS FOR HIRE

CONTRACTOR acknowledges that all work(s) under this Contract is "work(s) for hire" within the meaning of the United States Copyright Act (Title 17 United States Code) and hereby assigns to STATE all rights and interests CONTRACTOR may have in the work(s) it prepares under this Contract, including any right to derivative use of the work(s). All software and related materials developed by CONTRACTOR in performance of this Contract for STATE shall be the sole property of STATE, and CONTRACTOR hereby assigns and transfers all its right, title, and interest therein to STATE.

CONTRACTOR shall execute all necessary documents to enable STATE to protect STATE’s intellectual property rights under this section.

10. WORK PRODUCT

All work product, equipment or materials created for STATE or purchased by STATE under this Contract belong to STATE and must be immediately delivered to STATE at STATE'S request upon termination of this Contract.

11. NOTICE

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

STATE CONTRACTOR

Tyler N.E. Erickson

North Dakota Insurance Department

Legal Counsel

600 East Boulevard Avenue, Dept. 401

Bismarck, North Dakota 58505

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.

12. 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.

13. COMPLIANCE WITH PUBLIC RECORDS LAWS

CONTRACTOR understands that the STATE must disclose to the public upon request any records it receives from CONTRACTOR. CONTRACTOR further understands that any records obtained or generated by CONTRACTOR under this Contract, except for records that are confidential under this Contract, may, under certain circumstances, be open to the public upon request under the North Dakota public records law. 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 the request.

14. 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.

http://www.legis.nd.gov/cencode/t44c04.pdf

15. ASSIGNMENT AND SUBCONTRACTS

CONTRACTOR may not assign or otherwise transfer or delegate any right or duty without STATE’S express written consent. Should an Asignee be a business or entity with whom STATE is prohibited from conducting business, STATE shall have the right to terminate without cause. However, CONTRACTOR may enter into 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.

16. 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 the evidence, including the scene of an accident.

17. MERGER AND MODIFICATION, CONFLICT IN DOCUMENTS

This Contract 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.

18. SEVERABILITY

If any term of this Contract is declared by a court having jurisdiction to be illegal or unenforceable, 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 the Contract did not contain that term.

19. 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.

20. ALTERNATIVE DISPUTE RESOLUTION – JURY TRIAL

STATE does not agree to any form of binding arbitration, mediation, or other forms of mandatory alternative dispute resolution. The parties have the right to enforce their rights and remedies in judicial proceedings. STATE does not waive any right to a jury trial.

21. 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.

22. NONDISCRIMINATION AND COMPLIANCE WITH LAWS

CONTRACTOR agrees to comply with all 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 at all times during the term of this Contract all licenses and permits required by law.

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.

23. STATE AUDIT

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 all of these records for at least three (3) years following completion of this Contract and be able to provide them at any reasonable time. STATE, State Auditor, or Auditor’s designee shall provide reasonable notice to CONTRACTOR prior to conducting examination.

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

Organization: Acting through its North Dakota Insurance

Department Signature:

Signature:

Print Name:

Print Name:

Title:

Title:

Date:

Date: