Attachment+2+Draft+Contract.docx

ATTACHMENT 2 – DRAFT CONTRACT

ND GAME AND FISH DEPARTMENT

SERVICE CONTRACT

JANITORIAL SERVICES

The parties to this contract (Contract) are the state of North Dakota, acting through its Game and Fish Department (STATE), and CONTRACTOR, having its principal place of business at __________________________________ (CONTRACTOR);

SCOPE OF WORK

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

Conduct daily janitorial services for the Bismarck main office building, and weekly janitorial services at the shop building and lab building.

Contractor should be aware that the person/persons selected to clean the lab will need to pass a Criminal History Background Check. Documentation of an acceptable background check must be provided to Department before Contractor employee can access the lab building.

Disqualifiers Include:

Any convictions where the possession of firearms is currently prohibited

Drug Use Any illegal use of the highly addictive drugs or excessive use to include but not limited to:

Deliverables:

The CONTRACTOR will be required to provide the following to achieve the objective of this project:

1. Cleaning based on the Work Schedule detailed in the RFP.

2. A written schedule of when semi-annual and annual cleaning activities will be scheduled.

3.An invoice on a monthly basis.

State-Furnished Property/Services State shall provide the following:

1. Restroom supplies (paper towels, hand soap, toilet paper).

2. Garbage Can Liners

3. Colored Cleaning Rags. Cleaning of the rags will be the responsibility of the CONTRACTOR.

4. Mops & Buckets Contractor-Furnished Property CONTRACTOR shall be required to provide:

1. Cleaning chemicals (e.g. disinfectant, glass cleaner, floor wax, etc.) will be provided by the Contractor in accordance with specifications listed and all state and federal laws regarding the use of such chemicals. No additional charge will be made for such items.

2. Cleaning supplies and equipment, tools, etc. (e.g. vacuums, brooms, mop heads, extension cords). Vacuums must be commercial grade equipment. Vacuums must be an upright design with an agitator bar.

3. Preferred Chemical Specifications:

· All Purpose Cleaner May be used on any hard surface which will not be damaged by water. Fresh fragrance, non-ammoniated, biodegradable, phosphate-free, PH of 12.5 to 13.5. Non-butyl, soap free, non-abrasive. Must remove common soils found on hard surfaces (wall, woodwork, counter tops, etc.) USDA approved.

· Glass Cleaner Non-ammoniated, streak-free and must remove grease, oil and lipstick from glass and mirrors without causing buildup.

· Floor Finish High gloss metal interlock durable, scuff, scratch and black heel mark resistance. Must not discolor with age of after recoating. Must be classified by Underwriter’s Laboratories, Inc. as slip resistant. Must be easily removed by conventional strippers. Solid content must be 20% minimum.

· Floor Stripper Non-ammoniated, biodegradable, phosphate-free, must remove waxed, polymers and metal interlock floor finish. Must be low order, non-abrasive, non-flammable, and PH of concentrate 12.0 to 13.5.

· Floor Cleaner Non-ammoniated neutral PH of 9.0 to 10.0. Must remove soil without damage to floor finish. Must be biodegradable, phosphate-free and have a pleasant odor.

· Furniture Cleaner Self-cleaning, non-oily and leave shine without causing build up.

· Disinfectant Cleaner Must be of hospital grade. Must be effective in hard water up to 400 PPM in the presence of 55 serum. Must be effective against a broad spectrum of germs. Must be quaternary-based germicide with a minimum of 10% active quat.

· Restroom Cleaner Must be safe on ceramic, stainless steel chrome, porcelain and vitreous china. Must remove hard water deposits, soap scum, rust and oil deposits from surfaces listed above. Non-ammoniated, non-abrasive, biodegradable and contains non-hydrochloric acid. Fresh scent and non-irritating fumes with 55 minimum phosphoric acid base and contains detergents. Free rinsing.

DESCRIPTION OF SPECIFIC, RESULTS-ORIENTED TASKS

1. Hours

a. Bismarck Main Office Building The Contractor will be held to a minimum of 5 hours per night of cleaning under this contract. Past experience has shown that in order to get the job done according to the detailed Work Schedule specified below, a minimum of 5 hours per night is needed. The number of hours per night may be greater than 5 hours if that’s what it takes to get the job done.

Preference will be given to vendors that provide the same staff on a regular basis in order to decrease the amount of required training and questions.

b. Shop & Lab Buildings The amount of cleaning per month will be based on cleaning one day a week. Janitorial work shall begin any time after 5:00 p.m. on the same day each week. Past experience has shown that in order to get the job done according to the detailed Work Schedule specified below, a minimum of 3 hours per week is needed. The number of hours per week may be greater than 3 hours if that’s what it takes to get the job done. A fixed schedule should be followed so we know when to expect the contracted vendor on a regular basis. It is preferred that the Shop and Lab are cleaned on the same day each week.

2. Holidays and Vacations Janitorial Services will not be required on holidays recognized and observed by the State. (New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Veteran’s Day, Thanksgiving Day, Christmas Eve, Christmas Day).

The Janitorial Contract does not provide for any vacation-time off. The vendor must provide and pay for back-up janitorial services in their absence. The Department shall be notified in advance when the contracted vendor will be absent and the name and phone number of the back-up janitor. Background check requirements also apply to back-up janitor.

3. Keys and Keycards The Contractor shall be responsible for any lost keys, keycards, and any inherent damages (i.e., re-keying of whole facility). This cost shall be withheld from payment(s). The decision to re-key the whole facility is solely that of the State Contract Administrator. Adequate keys and keycards will be issued to the Contractor. All issued keys and keycards must be returned to the State Contract Administrator at the conclusion of this contract.

4. Work Schedule

a. Bismarck Main Office Building

i. Daily General Work Duties

1. Empty and wipe all waste receptacles. Place trash for disposal in designated areas, including recyclable materials in the appropriate containers for the facility.

2. Place clean plastic bag liner inside of designated waste receptacles.

3. Dust mop all resilient tile floor areas with chemically treated equipment (e.g. mop sprayed with Endust).

4. Damp mop breakroom.

5. Damp mop all spills and trackage on resilient tile floor areas.

6. Damp mop entire front entrance (ceramic tile).

7. Wash all north and south entrance way glass and doors.

8. Vacuum all carpeted areas in south entrance, including the stairway. Vacuum mailroom, all open landing areas, all hallways and entrances to division pods. (Vacuum carpet edging along base boards with attachments twice a week in these areas if regular vacuuming doesn’t pick it up.)

9. Spot clean (vacuum) carpet areas in entire building.

10. Breakroom – remove papers on tables and place in recycle bins; gather and wash coffee pots; wash dishes in sink; clean countertops, microwave, walls near appliances and behind sink, areas next to garbage cans, and tables.

11. Drinking fountains - clean entire top and exterior of drinking fountains; clean around bubbler leaving no residue around fixture (twice a week).

ii. Daily Restroom Duties

1. Clean and sanitize all bathroom fixtures, door handles, containers, and dispensers (including sinks and countertops). Chrome fixtures and sink basins should shine.

2. Clean mirrors to a clean, unstreaked condition.

3. Replenish paper towel, toilet paper, and hand soap supply.

4. Remove all marks, clean and disinfect all lavatories, toilet bowls, seats, urinal and flush valves with cleaners not harmful to the finish and wipe dry. Leave no residue around or on fixtures; fixtures should shine.

5. Remove all marks, soils, stains, water stains, organic matter and dust from bathroom partitions and ledges, etc. Wipe down walls next to urinals to prevent build up.

6. Rags used around toilets/urinals shall not be used to clean other parts of the building.

7. Wet mop and sanitize floors, and vacuum carpet and edging.

8. Empty trash cans (and small disposal containers in woman's stalls).

iii. Daily Other Duties

1. Before exiting the building: a) ensure all lights are off; b) check and lock all doors as the last step prior to leaving the premise, c) check who is left in the building and only arm the security system if you are the last one out.

2. Keep janitorial rooms clean, organized and locked.

3. Notify the Building Maintenance Supervisor of restroom supply needs by agreed method that will facilitate adequate supply for replenishment requirements.

4. Be observant of the building and aware of any problems that arise (e.g. a window that is left open). Call the Building Maintenance Supervisor immediately with any concerns or issues.

5. Close and lock two gates in north fenced compound before departing the property.

iv. Weekly General Work Duties

1. Vacuum all carpet areas in entire building at least twice per week.

2. Dust desks, file cabinets, other furniture, and window ledges that are not covered with other material.

3. Clean showers in restrooms. If the shower hasn’t been used that week, operate it to fill the drain trap.

4. Spot clean glass, door frames, door knobs, light switches, baseboards, kick plates, bathroom areas, walls, etc. to remove all hand marks, and soiled spots.

v. Periodically or As Needed:

1. Auditorium – the entire auditorium is cleaned, on average, at least twice a week throughout the year. The vendor will be provided a calendar of upcoming scheduled usage. Based on use, it may need to be cleaned as little as once a week and as often as four times a week. Cleaning would include coffee pots. This room needs to be checked daily.

2. Wipe down countertops (mailroom, licensing, etc.), kitchen cabinets, lobby glass area, aquarium glass and other high traffic exposed surfaces. Note that fingerprints and smears to glass areas should be cleaned daily.

3. Sweep and mop back garage floor. Scrub garage mat. Empty 3 garbages. Wipe off tables.

4. Empty mailroom, coffee room, auditorium, and lower level hall recycle bins/cans to appropriate bins in garage.

5. Take empty boxes from designated areas to garage.

6. Vacant office cleaning. In the event an office is vacated due to staff changes, etc, vendor must do a thorough cleaning of vacant office before occupied by new staff.

vi. Semi-Annual:

1. Deep cleaning of luxury vinyl tile flooring in Breakroom.

2. Notify Building Maintenance Supervisor in advance of the dates chosen for the following cleaning to be done twice a year:

a. Wash all inside windows. Leave clear and unstreaked.

b. Clean window blinds and window ledges. Advance notice must be given to staff prior to cleaning their area.

vii. Annually:

1. Scrub and wax resilient tile floors.

2. Pull out refrigerator - vacuum and clean behind it. Janitor must ensure there are no leaks and that coiled fill hose is not kinked when sliding back in place. Coordinate with Building Maintenance Supervisor when doing this task.

3. Pull out mailroom copier – vacuum and clean behind it.

4. Clean other hard to reach dirty areas as needed and at least once per year (e.g. the counter top behind the fax machine in the mailroom.)

b. Shop Building

i. Main Floor & Upper Level (Weekly Duties):

1. Empty and wipe all waste receptacles. Place trash for disposal in designated areas.

2. Vacuum all carpeted areas, including offices.

3. Dust horizontal surfaces such as copier/fax, file cabinets, and other areas that are not being done a bi-monthly basis.

4. Staircase – sweep/vacuum and wipe handrails.

5. Monthly: Dust shelves, desk tops, window sills, and light fixtures.

ii. Restrooms-Office & Shop (Weekly Duties):

1. Clean and sanitize bathroom fixtures, containers, and dispensers (including sinks and countertops.)

2. Clean and disinfect all lavatories, toilet bowls, seats, urinal and flush valves with cleaners not harmful to the finish and wipe dry. Leave no residue around or on fixtures.

3. Rags used around toilets/urinals shall not be used to clean other parts of the building.

4. Clean mirrors to a clear and clean condition.

5. Replenish paper towel, toilet paper, and hand soap supply.

6. Remove all marks, soils, stains, water stains, organic matter and dust from bathroom partitions, ledges, walls, etc.

7. Sweep, wet mop and sanitize floors.

8. Empty garbage receptacles.

9. Clean shower in shop area during summer months (May-Sept.).

iii. Breakroom (Weekly Duties):

1. Vacuum carpet.

2. Clean the sink.

3. Wipe down countertops, kitchen cabinets, and table tops.

4. Monthly: Wipe down appliances and vacuum cloth chairs.

iv. Entryway (Weekly Duties)

1. Vacuum the area.

2. Clean glass, door frames, and door knobs.

3. Wipe walls as needed.

4. Wipe electric heater grill as needed.

v. Shop (Weekly Duties)

1. Clean/sanitize the emergency eye wash station – on west wall of first shop stall. Janitor should also depress the lever during each cleaning to keep the valves lubricated.

vi. General Work Duties (Monthly):

1. Dust computer screens, other furniture, shelves, window ledges and light fixtures.

2. Clean all walls, light switch plates, baseboards, kick plates, doors, etc. to remove all marks, and soiled spots.

3. Sweep storage rooms (1 main floor & 2 upstairs).

4. Vacuum or wash rugs in entryway from shop into building.

5. Mop staircase and wipe staircase walls.

vii. Other:

1. Lock doors prior to leaving the premises, check who is left in the building and if they are the last one out.

2. Keep janitorial rooms clean and organized.

3. Notify the Contract Administrator of restroom supply needs by agreed method that will facilitate adequate supply for replenishment requirements.

4. Be observant of the building and aware of any problems that arise (e.g. a window that is left open). Call the Building Maintenance Supervisor immediately with any concerns.

viii. Semi-Annual:

1. Wash all inside windows. Leave clear and dry. Coordinate dates with staff.

2. Clean window blinds and window ledges. Advance notice must be given to staff prior to cleaning their area.

3. Remove submerged mat and clean both mat and opening that it fits in.

4. Vacuum office chairs.

c. Lab Building

i. General Work Duties (Weekly Duties):

1. Clean 4 offices, conference area, and bathroom weekly per applicable specs in 3.2. D 4 b. (Shop Building) above. (Duties identified in 3.2. D 4 b. as monthly shall be done monthly.)

ii. Additional Duties at Lab (Weekly)

1. Dust desk tops and baseboard heaters.

2. Clean microwave inside and out.

3. Sweep and mop electrical room.

4. Wipe and disinfect water dispenser on outside of refrigerator.

5. If things are moved to clean/dust/wipe/vacuum, put them back afterward.

6. Lab work area will not be cleaned and will remain locked.

5. Rags and Mops

STATE will provide colored cleaning rags for use. Rags will be color coded and only used in locations specified. For example, red rags will only be used in around lavatories, while green rags may be used for general purpose cleaning. CONTRACTOR shall be responsible for washing and drying rags as needed. There will also be specific mops and mop buckets that shall only be used in the restrooms. Strict adherence to the use of correctly colored rags and mops shall be required.

Quality Assurance The State shall periodically communicate with the contractor via email, telephone, or on-site to address questions, concerns, or progress. If CONTRACTOR does not complete duties or doesn’t complete them to STATE’s satisfaction, STATE, after providing reasonable notice to CONTRACTOR, may reduce payment to CONTRACTOR.

COMPENSATION

Contractual Amount STATE shall pay for the accepted services provided by CONTRACTOR under this Contract as follows:

$________ per month for Bismarck Main Office Building $________ per month for Shop and Lab Buildings.

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.

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.

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

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

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.

Taxpayer ID CONTRACTOR’S federal employer ID number is: ___________.

TERM OF CONTRACT

This Contract begins on January 3, 2022 or its effective date, and ends on December 31, 2022.

1. No Automatic Renewal This Contract will not automatically renew.

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

State reserves the right to renew all or parts of the contract after the initial contract term. State will either renew all, none, just the Bismarck Main Office Building, or just the Shop & Lab Buildings. If State decides to renew the contract for only one building, future payments shall be adjusted according to the payment rates noted in Section 2a of this agreement.

Extension Option STATE reserves the right to extend this Contract for an additional period of time, not to exceed 6 months, beyond the current termination date of this Contract.

TIME IS OF THE ESSENCE

CONTRACTOR hereby acknowledges that time is of the essence for performance under this Contract unless otherwise agreed to in writing by the parties.

TERMINATION

1. Termination by Mutual Agreement This Contract may be terminated by mutual consent of both parties executed in writing.

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 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 CONTRACTOR, may terminate this Contract in whole or in part.

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:

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

Termination for Cause.

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

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.

FORCE MAJEURE

Neither party shall be held responsible for delay or default caused by fire, riot, terrorism, acts of God or war if 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.

INDEMNITY

See Attachment 1

INSURANCE

See Attachment 1

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.

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.

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:

Brandon Diehl

Building Maintenance Supervisor

100 N Bismarck Expressway

Bismarck, ND 58501-5095

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.

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.

COMPLIANCE WITH PUBLIC RECORDS LAWS

CONTRACTOR understands that, in accordance with this Contract’s Confidentiality clause, 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 promptly 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.

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.

ASSIGNMENT AND SUBCONTRACTS

CONTRACTOR may not assign or otherwise transfer or delegate any right or duty without STATE’S express written consent. CONTRACTOR does not have authority to contract for or incur obligations on behalf of STATE.

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.

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:

c. State’s Request for Proposal dated January 7, 2026;

d. Contractor’s Proposal dated ________;

e. 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.

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.

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.

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.

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.

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 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.

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.

Debarred vendors CONTRACTOR certifies by signing this agreement that neither the CONTRACTOR, nor their principals, are presently debarred, declared ineligible or voluntarily excluded from participation in transactions with the State or Federal Government by any Department or Agency of the Federal Government.

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 North Dakota Game and Fish Department

ATTACHMENT 1

Limited Vicarious Liability with Additional Insured Endorsement – Non-Professional Services (Endorsement To Policy Is Necessary) Indemnification Contractor agrees to defend, indemnify, and hold harmless the state of North Dakota, its agencies, officers and employees (State), from and against claims based on the vicarious liability of the State or its agents, but not against claims based on the State’s contributory negligence, comparative and/or contributory negligence or fault, sole negligence, or intentional misconduct. This obligation to defend, indemnify, and hold harmless does not extend to professional liability claims arising from professional errors and omissions. The legal defense provided by Contractor to the State under this provision must be free of any conflicts of interest, even if retention of separate legal counsel for the State is necessary. Any attorney appointed to represent the State must first qualify as and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under N.D.C.C. § 54-12-08. Contractor also agrees to reimburse the State for all costs, expenses and attorneys' fees incurred if the State prevails in an action against Contractor in establishing and litigating the indemnification coverage provided herein. This obligation shall continue after the termination of this agreement.

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

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) Automobile liability, including Owned (if any), Hired, and Non-Owned automobiles, with minimum liability limits of $500,000 per person and $2,000,000 per occurrence.

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

4) Employer’s liability or “stop gap” insurance of not less than $2,000,000 as an endorsement on the workers compensation or commercial general liability insurance.

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

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

2) 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.

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

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

5) A “Waiver of Subrogation” waiving any right to recovery the insurance company may have against the State.

6) The Contractor shall furnish a certificate of insurance to the undersigned State representative prior to commencement of this agreement. All endorsements shall be provided as soon as practicable.

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

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