Contract_FINAL+-+Segal+SIGNED.pdf

TECHNOLOGY PENSION CONSULTANT #110.7-20-033

CONTRACT

TECHNOLOGY PENSION CONSULTANT

1. PARTIES

The parties to this contract (Contract) are the state of North Dakota, acting through its North Dakota Retirement and Investment Office (STATE), and The Segal Company (Midwest), Inc. on behalf of itself and its affiliates collectively doing business as Segal having its principal place of business at 333 W. 34th Street, New York, NY 10001 (CONTRACTOR).

2. SCOPE OF WORK

CONTRACTOR, in exchange for the compensation paid by STATE under this Contract, shall provide review of the business processes for the replacement of RIO’s TFFR Pension Administration System (PAS) system and assist with the scope of work development of the TFFR PAS replacement system RFP as outlined in Exhibit A “Scope of Work”.

a. Stage 1 – Business process re-engineering study.

b. Stage 2 – Assistance with the Procurement

c. Stage 3 – Assistance with Implementation of the awarded system. (optional)

3. COMPENSATION

Contractual Amount STATE shall pay for the accepted services provided by CONTRACTOR under this Contract at hourly rates with the total amount not to exceed $463,075 (Contractual Amount). The Contractual Amount shall be paid according to the Compensation Details document attached as Exhibit B.

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

Retainage All deliverable payments shall be subject to 10 (ten) % retainage. Retained amounts due to CONTRACTOR shall be paid upon Final Acceptance of each Stage.

Invoicing The final cost set forth on each invoice shall be in accordance with Exhibit B.

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

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

Payment 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 not to constitute allowable costs, on the basis of audits conducted in accordance with the terms of this Contract. At STATE’s sole discretion, all payments shall be subject to reduction for amounts equal to prior overpayments to CONTRACTOR.

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

Travel

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

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

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

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

STATE

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

Payment for any travel expenses that exceed the travel budget as agreed upon by the parties must be approved by STATE’s project manager.

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

CONTRACTOR.

Taxpayer ID CONTRACTOR’s federal employer ID number is: 13-1975125.

4. EQUIPMENT, MATERIALS, AND WORKSPACE – RESOURCES PROVIDED BY PARTIES

For periods during which the parties mutually agree that CONTRACTOR’s assigned staff is on site:

a. On site means at the STATE, 3442 East Century Ave., Bismarck, ND 58503

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

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

CONTRACTOR.

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

5. TERM OF CONTRACT

This Contract term (TERM) begins on signature Effective Date and ends on September 1, 2021.

a. No Automatic Renewal

This Contract will not automatically renew.

b. Extension Option

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

c. Renewal Option STATE may renew this Contract upon satisfactory completion of the initial Contract term.

STATE reserves the right to execute up to 3 (three) options to renew this Contract under the same terms and conditions for a period of 12 months each.

6. TERMINATION

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, Agencies, and Courts. If this Contract ceases to further the public policy of the State of North Dakota, STATE, in its sole discretion, by written notice to CONTRACTOR, may terminate this Contract in whole or in part.

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:

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.

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.

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.

Termination for Cause.

STATE may terminate this Contract by providing not less than thirty (30) days’ prior written notice to CONTRACTOR (the “Notice Period”):

If CONTRACTOR fails to provide services required by this Contract within the time specified or any extension agreed to by STATE, except for delays caused by (i) the STATE, its officials, employees and agents, (ii) third parties, or (iii) acts of force majeure; or

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.

Termination for cause will only take effect if CONTRACTOR has not begun to cure the failure prior to expiration of the Notice Period. 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.

7. SUSPENSION FOR CONVENIENCE

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

8. FORCE MAJEURE

Neither party shall be held responsible for delay or default caused by fire, riot, terrorism, pandemic, 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.

9. INTENTIONALLY LEFT BLANK.

10. INJUNCTIVE RELIEF

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

11. RIGHT OF SETOFF DAMAGES

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

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

If CONTRACTOR fails to deliver Deliverables or to provide Services which satisfy CONTRACTOR’s obligations under this Contract, (provided that such satisfaction will not be unreasonably withheld conditioned or delayed), STATE shall have the right to withhold any and all payments due under this Contract. STATE may withhold any and all such payments due under this Contract to CONTRACTOR without penalty or work stoppage by CONTRACTOR, until such failure to perform is cured.

13. RIGHT TO REMEDIES AND CUMULATION OF RIGHTS

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

14. NON-WAIVER

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

15. INDEMNIFICATION

CONTRACTOR agrees to defend, indemnify, and hold harmless the state of North Dakota, its agencies, officers and employees (State), from and against claims and damages incurred by the STATE to the extent determined to result from the CONTRACTOR’s negligence or willful misconduct based on the vicarious liability of the State or its agents, but not against claims or damages that result from 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.

16. REPRESENTATIONS AND WARRANTIES

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

17. 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 coverages:

a. Commercial general liability, including premises or operations, contractual, and products or completed operations coverages (if applicable), with minimum liability limits of $1,000,000 per occurrence.

b. Automobile liability, including Owned (if any), Hired, and Non-Owned automobiles, with minimum liability limits of $250,000 per person and $1,000,000 per occurrence.

c. 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.

d. Employer’s liability or “stop gap” insurance of not less than $1,000,000 as an endorsement on the workers compensation or commercial general liability insurance.

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

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

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

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

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

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

f .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.

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

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

18. OWNERSHIP OF DELIVERABLE

Except to the extent that they are or incorporate Contractor’s Proprietary Information, all documents, data, and other tangible materials authored or prepared and delivered by CONTRACTOR to STATE under the terms of this agreement (collectively the “Deliverables”) are the sole and exclusive property of STATE, once paid for by STATE. To the extent that Contractor’s Proprietary Information is incorporated into such Deliverables, STATE will have a perpetual fully paid, non-exclusive, non-transferable and non-sublicensable right to use, copy, and modify Contractor’s Proprietary Information as part of the Deliverables internally and for their intended purpose. CONTRACTOR will not have any responsibility or liability for use of any Deliverable in any manner other than for the intended purpose.

19. TECHNOLOGY STANDARDS

CONTRACTOR shall comply with applicable STATE enterprise architecture technology standards.

These standards can be found on STATE’s website at http://www.nd.gov/itd/standards.

20. PERSONNEL

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

Contract. If, during the course of this Contract, it becomes necessary for STATE to change the person assigned as STATE’s Project Manager, STATE will notify CONTRACTOR in writing, pursuant to Notice section of this Contract.

b. Unless STATE otherwise notifies CONTRACTOR, STATE’s Project Manager shall carry out STATE’s administrative and management functions under this Contract, shall be responsible for acceptance of the Contract deliverables, and shall provide support and overall direction to

CONTRACTOR.

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

d. CONTRACTOR agrees and understands that STATE’s execution of this Contract is predicated, in part and among other considerations, on the utilization of the specific individuals and personnel qualifications as identified; primary being Will Morrow (Project Director), Leon Wechsler (Quality Assurance), Chris Fikes (Project Manager/Senior Consultant), Jay Preall (Senior Consultant), and Miriann Yoo (Senior Consultant).. Therefore, CONTRACTOR agrees that:

Prior to assignment of personnel, CONTRACTOR shall obtain written approval from STATE for all personnel to be assigned to this project http://www.nd.gov/itd/standards

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

CONTRACTOR shall warrant that all personnel assigned to perform tasks in response to this Contract will remain assigned for the agreed-upon length of time.

No replacement, reassignment or substitution of any assigned individuals and personnel qualifications shall be made without the prior written approval of STATE and that such replacement, reassignment, or substitution shall be made at no additional cost to STATE.

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

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

e. STATE's working hours are Monday through Friday from 8:00 AM until 5:00 PM (CST or CDT) with one hour for lunch. STATE Project Manager may approve alternate work schedules.

f. According to STATE policy, STATE personnel are only obligated to work a forty-hour workweek, Monday through Friday, and are allowed reasonable vacation, sick and educational absences.

g. CONTRACTOR’s personnel are not expected to work on State holidays or other mandatory leave days.

h. CONTRACTOR agrees that STATE may require any personnel CONTRACTOR assigns to perform work under this Contract, including employees, contracted staff, subcontractors, or other individuals, to submit to a criminal history record check in accordance with N.D.C.C. §12- 60-24, through the authority granted to the chief information officer of the STATE pursuant to N.D.C.C. § 54-59-20. STATE shall have the right to reject any individual CONTRACTOR assigns to perform work under this Contract if, in STATE’s sole discretion, it determines that the results of the criminal history record check make the individual unacceptable. CONTRACTOR agrees to be responsible for all costs associated with criminal history record checks carried out pursuant to this paragraph.

21. PROJECT MANAGEMENT

Reporting CONTRACTOR’s Project Manager shall deliver to STATE’s Project Manager, at a minimum of every other week reports of CONTRACTOR’s progress on the project and meeting the objective/deliverables as stated in the Scope of Work. Each report must contain a description of the current status of the project, the tasks on which time was spent, the estimated progress to be made in the next reporting period, and the problems encountered the proposed solutions to them and their effect, if any, on the project budget/schedule.

Project Variance Reporting – CONTRACTOR must provide data to allow STATE’s project manager to calculate cost and schedule variance in accordance with N.D.C.C. § 54-59-23 as determined by STATE. If STATE’s analysis shows a negative cost or schedule variance exceeding 20%, a subsequent report must also provide proposed corrective measures to address the issues.

http://www.legis.nd.gov/cencode/t54c59.pdf http://www.legis.nd.gov/cencode/t12c60.pdf http://www.legis.nd.gov/cencode/t12c60.pdf http://www.legis.nd.gov/cencode/t54c59.pdf http://www.legis.nd.gov/cencode/t54c59.pdf

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

A change request must be in writing to document the potential change. The write-up for the proposed change must be submitted to CONTRACTOR and STATE’s project managers who will in turn provide it to relevant parties for assessment.

All change requests will be logged and tracked. STATE’s project manager will record the request in the project repository and will update the repository throughout the process.

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

CONTRACTOR will continue performing the services in accordance with the original Contract unless otherwise agreed upon by STATE’s project manager. Work shall not commence on any new activities related to the change request until all parties agree in writing.

CONTRACTOR’s project manager and STATE’s project manager will adapt the Project Management Plan to incorporate approved changes.

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

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

Deliverable Acceptance Upon completion of a deliverable, CONTRACTOR will furnish STATE with the deliverable and associated documentation, the expected performance, and agreed upon Acceptance Criteria.

After receipt of items in Paragraph 21(c)(1), STATE will have five (5) working days or a different period of time as is agreed to by the parties, in which to accept or reject each item in writing. STATE will accept by signature. If STATE rejects it, STATE will specify in writing its grounds for rejection and CONTRACTOR shall use its best efforts to revise any issues for the deliverables to be acceptable to STATE within the following five (5) working days. If STATE rejects it a second time, STATE will have the option of repeating the procedure as described in this acceptance statement above, escalating the issue to the Executive Steering Committee, or terminating this Contract upon written notice to

CONTRACTOR.

Final Acceptance The successful completion of all deliverables as stated in each stage in the Scope of

Work in accordance with the deliverable acceptance process AND The final delivered product fully implemented in STATE’s live production environment

AND

STATE has sixty (60) calendar days thereafter in which to accept or reject it in writing.

STATE’s acceptance will not be unreasonably withheld. If STATE rejects it, STATE shall specify in writing its grounds for rejection and CONTRACTOR shall use its best efforts to make the product conform to the requirements of this Contract as soon as possible and at no additional cost to STATE. CONTRACTOR shall continue to use its best efforts to make the product conform to the requirements of this Contract until STATE accepts the product or terminates this Contract upon written notice to CONTRACTOR.

22. PRODUCT CONFORMITY

STATE has twelve (12) months following Final Acceptance of the product(s) delivered by CONTRACTOR pursuant to this Contract to verify that the product(s) conform to the requirements of this Contract and perform according to CONTRACTOR system design specifications. Upon recognition of an error, deficiency, or defect, by STATE, CONTRACTOR shall be notified by STATE citing any specific deficiency (deficiency being defined as CONTRACTOR having performed incorrectly with the information provided by STATE, not CONTRACTOR having to modify a previous action due to additional and/or corrected information from STATE). CONTRACTOR, at no additional charge to STATE, shall provide a correction or provide a mutually acceptable plan for correction within thirty (30) calendar days following the receipt of STATE’s notice to CONTRACTOR. If CONTRACTOR’s correction is inadequate to correct the deficiency, or defect, or the error recurs, STATE may, at its option, act to correct the problem. CONTRACTOR shall be required to reimburse STATE for any such costs incurred or STATE may consider this to be cause for breach of contract.

23. NOTICE

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

STATE CONTRACTOR

Janilyn Murtha Jeffrey Mills Deputy Executive Director / Chief Retirement Officer

Vice President, Senior Consultant

3442 East Century Avenue 333 W. 34th Street, New York, NY 10001

Bismarck, ND 58507-7100 Notice provided under this provision does not meet the notice requirements for monetary claims against STATE found at N.D.C.C § 32-12.2-04.

24. 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.

http://www.legis.nd.gov/cencode/t32c12-2.pdf http://www.legis.nd.gov/cencode/t44c04.pdf

25. COMPLIANCE WITH PUBLIC RECORDS LAWS

CONTRACTOR understands that, in accordance with this Contract’s Confidentiality section of this Contract, 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 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.

26. 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.

27. ASSIGNMENT AND SUBCONTRACTS

CONTRACTOR may not assign or otherwise transfer or delegate any right or duty without STATE’s express written consent, provided, however, that CONTRACTOR may assign its rights and obligations hereunder in the event of a change of control or sale of all or substantially all of its assets related to this Contract, whether by merger, reorganization, operation of law, or otherwise. Should Assignee be a business or entity with whom STATE is prohibited from conducting business, STATE shall have the right to terminate without cause.

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.

28. SPOLIATION – NOTICE OF POTENTIAL CLAIMS

CONTRACTOR shall promptly notify STATE of all potential claims that arise or result from this Contract. CONTRACTOR shall also take all reasonable steps to preserve all physical evidence and information that may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and grants to STATE the opportunity to review and inspect such evidence, including the scene of an accident.

29. MERGER AND MODIFICATION, CONFLICT IN DOCUMENTS

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

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

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

b. STATE’s Solicitation Amendment(s) to Request for Proposal (“RFP”) number 110.7-20-033 dated June 2, 2020;

c. STATE’s Request for Proposal (“RFP”) number 110.7-20-033, dated June 2, 2020;

d. CONTRACTOR’s proposal dated 6/30/2020 in response to RFP number 110.7-20-033.

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

30. UNANTICIPATED AMENDMENTS

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

31. SEVERABILITY

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

32. 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.

33. ALTERNATIVE DISPUTE RESOLUTION – JURY TRIAL

By entering into this Contract, STATE does not agree to binding arbitration, mediation, or any other form of mandatory Alternative Dispute Resolution. The parties may enforce the rights and remedies in judicial proceedings. STATE does not waive any right to a jury trial.

34. NONDISCRIMINATION - COMPLIANCE WITH LAWS

CONTRACTOR agrees to comply with all applicable federal and state laws, rules, and policies, including those relating to nondiscrimination, accessibility, and civil rights. (See N.D.C.C. Title 34 – Labor and Employment, specifically N.D.C.C. ch. 34-06.1 Equal Pay for Men and Women.)

CONTRACTOR 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.

35. 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 http://www.legis.nd.gov/cencode/t34c01.pdf http://www.legis.nd.gov/cencode/t34c01.pdf http://www.legis.nd.gov/cencode/t34c06-1.pdf provide them upon reasonable notice. STATE, State Auditor, or Auditor’s designee shall provide reasonable notice to CONTRACTOR prior to conducting examination.

36. RIGHT TO INSPECT PLACE OF BUSINESS

At reasonable times, STATE may inspect those areas of CONTRACTOR’S place of business that relate to the performance of this Contract. If STATE makes an inspection, CONTRACTOR must provide reasonable assistance.

37. F.O.B. POINT AND FREIGHT

All commodities purchased through this Contract shall be Free on Board (“F.O.B.”) final destination, freight prepaid. Unless specifically stated otherwise, all prices offered must include the delivery costs to any location within the state of North Dakota. Title shall pass to STATE at destination, and the vendor shall be responsible for any freight claims.

38. EFFECTIVENESS OF CONTRACT

This Contract is not effective until fully executed by all 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

The Segal Company (Midwest), Inc.

BY:

Jeffrey Mills

Vice President and Senior Consultant

Date:

Acting through its: North Dakota Retirement and Investment Office BY: /s/Janilyn K. Murtha

Janilyn Murtha Deputy Executive Director / Chief Retirement Officer Date: 10/1/2020

STATE OF NORTH DAKOTA

Acting through its: Information Technology Department

BY:

Shawn Riley

Title: Chief Information Officer

Date:

9/29/2020

Shawn Riley (Oct 5, 2020 10:21 CDT) Shawn Riley https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAA2XQyVP0-WgWEHZxqbmRWtJc12C-Gf9Uf

EXHIBIT A – Scope of Work

North Dakota Teachers Fund for Retirement (TFFR) published Technology Pension Consultant RFP Number: 110.7-20-033 on June 2, 2020.

Segal provided a proposal on June 30, 2020 that addressed a three-stage approach to achieve the objectives. The proposal details the steps in the process and the approach. This Statement of Work does not replace the scope, nor the approach in the document but does provide the key deliverables and how they achieve the above objectives. The table below maps the RFP Objectives to the stage, and activity in the project where it will occur as well as the deliverable that is defined in this Statement of Work.

Objective from RFP Stage, Task, Step, and Deliverable in SOW Conduct TFFR business process re-engineering study; document business processes; analyze deficiencies and efficiencies in current PAS and business processes; provide recommendations to improve and streamline processes; and advise on timing of initiating new business processes.

Stage 1, Tasks 2 and 3; Deliverables 1.3 & 1.4.

Provide subject matter expertise in governmental PAS technology solutions and business processes.

All

Develop PAS needs analysis, Stage 1, Task 2, Steps 2-7; Deliverable 1.3

Define vendor requirements, and identify the technology solution.

Stage 2, Tasks 2, Steps 2-5; Deliverable 2.6

Participate in development of the PAS solution RFP, evaluation of proposals, and assistance in the procurement of the PAS solution.

Stage 2, All Tasks and Steps; Deliverables 2.5- 2.8

Oversee implementation of the replacement PAS solution.

Stage 3 (Optional – Not written into a SOW task)

Participate in project planning, project management, quality assurance, data cleansing and oversight support.

Stage 3 (Optional – Not written into a SOW task)

Define a return on investment for project objectives and measurements to monitor performance of PAS solutions.

Stage 1, Task 2, Step 2, Deliverable 1.4

In addition, Segal proposed to perform two value added tasks; Ten Key’s of Communication Assessment and Cyber Security Risk Assessment. Each of the value-added tasks are incorporated into this SOW. Both will occur in Stage 1, as Tasks 4 and 5.

For each stage of the project, this SOW lists the tasks and steps in each stage and is followed by a definition of each deliverable, the expectations, and the acceptance criteria.

A. Stage 1 – Business Process Reengineering Study (and project setup) Task 1: Plan the Project

• Step 1: Review Existing Documentation

• Step 2: Launch and Plan Project (Deliverables: 1.1 Project Kickoff and 1.2 Project Plan)

• Step 3: Prepare Deliverable Outlines

Task 2: Evaluate Current Business Model

• Step 1: Schedule Interviews

• Step 2: Conduct Business Process Interviews

• Step 3: Conduct Technology Interviews

• Step 4: Document Current Environment

• Step 5: Recommend Improvements

• Step 6: Prioritize Recommendations

• Step 7: Prepare TFFR Current Business Model Report (Deliverable: 1.3. Current Business

Model Report) Task 3: Document New Business Model

• Step 1: Commercial Pension Solution Demonstrations

• Step 2: Create Future Business Process Models

• Step 3: Conduct New Business Model Workshops (Deliverable 1.4. New Business Model

Report)

Task 4: Ten Key’s of Communication Assessment

• Step 1: Request and Review Communication Artifacts

• Step 2: Interview Communication Staff

• Step 3: Prepare 10 Key Assessment Report (Deliverable 1.5 10 Key Report)

Task 5: Cyber Security Assessment

• Step 1: Request and Review Security Artifacts

• Step 2: Interview IT and Appropriate Staff

• Step 3: Prepare Cyber Assessment Report (Deliverable 1.6 Cyber Assessment)

1. Deliverable 1.1: Project Kickoff Meeting

Description:

Segal will prepare and provide a presentation to TFFR project participants orienting them with the project and what to expect.

Expectations of Segal:

Segal shall provide content to TFFR for a detailed agenda in advance of the meeting.

Segal and TFFR shall facilitate the meeting to discuss and further define, at a minimum, the following:

(i) Effective project communication

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

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

(iv) Approach to creating the Project Management Plan

(v) Initial risk assessment

Expectations of TFFR:

Finalize agenda and send agenda to invitees Coordinate the logistics and co-facilitate the Kickoff Meeting Project Sponsor and project team members shall participate in the Kickoff Meeting

Completion Date:

Within the first two weeks of contract signing or as mutually agreed.

Acceptance Criteria:

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

Facilitation of Kickoff Meeting using a clearly defined agenda An introduction of critical Segal and TFFR resources assigned to the project Discussion of communications approach and structure Discussion of known project risks and issues

2. Deliverable 1.2: Project Management Plan

Description:

Segal will assist TFFR in establishing project governance, project reporting, project planning, and a project organization chart that defines the project roles and responsibilities for all project participants. We will work with TFFR in defining which project groups are responsible for decision-making, at what levels, and how often they meet.

Next, Segal facilitates discussions with TFFR on project staffing plans, project team space, project document repositories, TFFR holidays, and other logistical issues. Segal defines and provides project management templates where needed.

Expectations of Segal:

Collaborate with TFFR to plan the project by developing or updating existing charters or management plans to include the following components:

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

(b) Governance structure for the project

(c) Roles and responsibilities of the project team

Develop a Project Plan in Microsoft Project or other agreed upon tool:

(a) Project has appropriate start date

(b) Project has appropriate Work Breakdown Structure

(c) All project tasks have appropriate predecessors and successors, with the exception of summary tasks

(d) All project tasks are auto scheduled using predecessors to drive the task dates

(dates are not manually entered)

(e) Minimal use of constraints

(f) Both TFFR and Segal tasks are included

(g) Project tasks are broken down into timeframes that can be reasonably managed

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

(i) Schedule has appropriate working times and incorporates TFFR and Segal holidays and non-working times Segal shall provide written confirmation from an authorized individual confirming contents of the Project Management Plan.

Expectations of TFFR:

TFFR shall review and collaborate on the completion of each plan.

2) TFFR’S Project Manager shall be responsible for ensuring TFFR can comply with the plan and assign the appropriate resources.

3) TFFR shall obtain written confirmation from an authorized individual at CONTRACTOR for the contents of the Project Management Plan.

Completion Date:

Within 45 days of the contract start date.

Acceptance Criteria:

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

1) Segal shall provide content to TFFR for the Project Management Plan regarding all services, tasks, and products delivered by Segal, that meet the Expectations of Segal as defined in Deliverable 2: Expectations of Segal.

2) The Project Management Plan shall adhere to the Project Management Body of Knowledge.

3) For the acceptance of this deliverable to occur, approval must be obtained from the STATE’S Executive Steering Committee (ESC).

3. Deliverable 1.3: Current Environment Report

Description:

Segal will work with the Project Manager to schedule meetings with the appropriate operations and technical staff to gain an understanding of their current environment. Segal will then document the environment and identify recommendations for a future state. The recommendations will be prioritized based upon those that can be done in the short term (without major technology change) and long term (those that should be addressed with future technology improvement). The end result will be a Current Environment report that provides:

1) Current Technology Descriptions

2) Current Business Process Descriptions

3) Prioritized Recommendations for Improvement

Expectations of Segal:

Prepare a data request for TFFR

Review existing documentation ahead of meetings with TFFR

Develop interview schedule

Develop meeting agendas (2 days ahead of meetings)

Facilitate information gathering sessions

Draft technology descriptions

Draft business process descriptions

Make recommendations

Facilitate sessions with TFFR to review priority of recommendations

Deliver Current Environment Report Expectations of TFFR:

Provide Segal with all existing documentation

Schedule meetings business and technical staff

Engage and share current information in sessions

Provide feedback on draft documentation

Review and signoff on Current Environment Report Completion Date:

As mutually agreed in project planning phase.

Acceptance Criteria:

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

An accurate description has been captured of each technology in use An accurate description has been captured of each major business process

4. Deliverable 1.4: New Business Model Report

Description:

This effort will commence by first reviewing demonstrations from 2-3 Pension Administration Vendors. This will allow TFFR to understand how new technology might further enable their business and engage their stakeholders. Segal will debrief with TFFR and reflect on how these new technologies might be leveraged to address the recommendations discussed in the Current Environment Report.

Segal will then take what they learned from the current environment meetings and draft business models for the 8-10 key processes (as first agreed with TFFR).

Segal will facilitate and conduct 8-10 days of New Business Model workshops with TFFR staff. Each workshop focuses on one major business process (e.g., Enrolling Members) and lasts 3-4 hours. Segal generally will do one workshop each day (and update the documentation as soon as possible after the workshop).

Workshops follow this basic format:

Orientation on how the workshop works, objectives, and scope Presentation of 3-5 “Big Ideas” for improving that business process Small group discussion and report out of each Big Idea Presentation of Peer Practices Small group discussion and report out of Peer Practices Presentation of the Segal strawman future process flow Discuss and finalize the future process flow Small group discussion and report out of any remaining ideas TFFR staff has to improve the process

Segal will share the collective work done in the workshop with participants and then work to finalize all that material in a New Business Model document.

Segal creates future process descriptions as narratives that describe what the future process will be like from the perspective of the customer, i.e., member, employer, staff member. These process descriptions will communicate clearly to TFFR managers, staff, and business partners how TFFR intends to conceptually conduct business in the future and will be included in the RFP. Each process will be delivered in draft, reviewed, revised, and finalized.

Expectations of Segal:

Schedule vendor demos Prepare agenda for vendor demos Lead debrief session with TFFR following demos Prepare draft business process model Facilitate workshops to improve business process model Deliver draft report Deliver final report with TFFR feedback

Expectations of TFFR:

Schedule staff to participate in demos and…