_Contract+089-01+Microsoft+Partner_SIGNED+.pdf

MICROSOFT CHANNEL PARTNER

SERVICE CONTRACT #089-01

The parties to this contract (Contract) are the state of North Dakota, acting through its Office of Management and Budget, State Procurement Office (STATE), and Softchoice Corporation having its principal place of business at 314 West Superior Avenue, Suite 400, Chicago, IL 60654

(CONTRACTOR).

1. COOPERATIVE PURCHASING STATE TERM CONTRACT

Cooperative Purchasing State Term Contract. This Contract is a cooperative purchasing Contract established pursuant to North Dakota Century Code (NDCC) sections 54-44.4-13. This Contract is made available to state entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C chapter 39-04.2, and the International Peace Garden. Participation in this open-ended contract is not mandated;

therefore, the estimated volume of this contract is not known

2. SCOPE OF WORK

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

An authorized Microsoft Channel Partner to support and provide State agencies and institutions, political subs, K-12 and Higher Education with Microsoft license management services, and other additional items or services available under e.g., State and Local Microsoft Select Plus and Enterprise Agreements, Academic Select Plus, and Campus and School Agreements).

Other objective/goal(s) of this term contract are to ensure the STATE receive:

Properly licensed software.

Price savings by statewide consolidated purchasing of Microsoft software.

Streamline and expedite the software purchasing process.

Manage Microsoft software licenses purchased by the State and local government.

A

110.7-22-012.

3. REPORTS RECORDS OF SALES

The CONTRACTOR must maintain records of sales under the contract and furnish volume of sales information to the Procurement Officer in the ND State Procurement Office on August 15th of each year.

The CONTRACTOR must provide the following reports to assist the State of North Dakota in monitoring its Microsoft investments.

a.

preceding fiscal year (July 1 June 30) and upon each anniversary of the contract.

b. e license purchase history data at the expiration or earlier termination of the contract resulting from this solicitation in a format mutually acceptable between the STATE and the CONTRACTOR.

c. The CONTRACTOR may be requested to provide ad hoc reports to the STATE, Information Technology Department, North Dakota University System or a participating entity. The CONTRACTOR shall contact the STATE if such requests become excessive (e.g., monthly, or more frequently).

d. Reference Materials: The CONTRACTOR must furnish at no additional cost, online, all catalogs, price lists, and price schedules upon which the Contract is based to participating State agencies, institutions, and local government entities.

4. COMPENSATION

a. Contractual Amount

STATE shall pay for the accepted services provided by CONTRACTOR under this Contract an amount not to exceed agreed upon price in Exhibit A (Contractual Amount).

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

b. Payment

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

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

3) 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 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

13-3827773.

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.

5. TERM OF CONTRACT

This Contract term (Term) begins on its Effective Date and ends on August 30, 2024.

a. No Automatic Renewal

This Contract will not automatically renew.

b. Renewal Option

STATE may renew this Contract upon satisfactory completion of the initial Contract Term. STATE reserves the right to execute up to five (5) options to renew this Contract under the same terms and conditions for a period of 12 months each.

c. 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.

6. TERMINATION

a. Termination by Mutual Agreement

This Contract may be terminated by mutual consent of both parties executed in writing.

b. Early Termination in the Public Interest

STATE is entering 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.

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.

e. Survival of Termination

At the time of termination or expiration of a current multi-year enrollment or agreement between the CONTRACTOR and the STATE or State entities the price and conditions of along with the current Channel Partner will remain in effect and continue to exist under the terms and conditions of this Contract until the term expires as set forth in that multi-year agreement.

7. FORCE MAJEURE

either party shall be held responsible for delay or default caused by fire, riot, terrorism, acts of God or war if 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.

8. RESPONSE TIME

a. In respo normally make the initial response to a participating North Dakota purchasing agency by close of business on the next working day.

b. The CONTRACTOR must have adequate procedures for complaint resolution and the staff available to resolve service complaints, billing problems, etc. Any problems or complaints that cannot be resolved between the CONTRACTOR and the purchasing agency within a reasonable period must be referred to the State Procurement Office for resolution. Five working days is considered a reasonable period for problem resolution.

c. In the event the STATE receives complaints of slow response times from participating entities, notice of such complaints will be provided to the CONTRACTOR. The CONTRACTOR will be required to take corrective actions to ensure satisfactory delivery of customer service. Three working days is considered a reasonable period for problem resolution. Complaints will be filed in the Offerors Contract file for review before renewal.

d. Quote Response Time: Upon request of the STATE, the CONTRACTOR will provide accurate quotes and product information to the STATE no later than close of business on the next business day. In cases of very complex or very large requests, three business days is acceptable; however, the CONTRACTOR must advise the State requestor of the progress.

Quotes and product information will be thorough and complete to meet the requirements defined by the State requestor. Upon receipt, the CONTRACTOR will perform an initial review of the State quote and information requests to ensure that they have sufficient information to proceed.

The CONTRACTOR will notify the State requestor immediately if they determine that additional information or clarification is required.

e. Term Expirations The CONTRACTOR will provide written notice to the STATE for licenses, maintenance, and support renewals for all products and terms that were acquired by the STATE under the STATE Microsoft Programs. Notices should be sent no later than 2 months prior to the expiration date.

f. Continued slow response time could result in termination of the Contract and vendor disbarment.

9. INSURANCE

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

1) Commercial general liability, including premises or operations, contractual, and products or completed operations coverages (if applicable), with minimum liability limits of $2,000,000 per occurrence.

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

3) 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

4) 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- -by A.M. Best Company, Inc., provided any excess policy follows form for coverage. Less

2) The CONTRACTOR shall furnish a certificate of insurance to the undersigned STATE representative prior to commencement of this Contract.

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

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

10. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION

a. obligation shall not extend to a claim based on any alleged infringement arising from any: (a) additions, changes, or modifications to the services by or on behalf of STATE; (b) incorporation of the services or any component thereof into any other product or process; or (c) use of the services other than as permitted by this Contract.

b. As to any product which is subject to a claim of infringement or misappropriation, the STATE acknowledges that CONTRACTOR has no control over the technology of the products, and any remedies for a claim of infringement or misappropriation, are those that may be offered by the applicable manufacturer. If permitted by the manufacturer, CONTRACTOR may (a) obtain the right of continued use of the product for STATE or (b) replace or modify the product to avoid the claim. If neither alternative is available on commercially reasonable terms then, at the request of

CONTRACTOR, any applicable Software license and its charges will end, STATE will stop using the product, and will return the product to CONTRACTOR. Upon return of the product, and permission of the manufacturer, CONTRACTOR will give STATE a credit for the price paid to CONTRACTOR, less a reasonable offset for use and obsolescence.

11. 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.

12. CONTRACTOR STAFFING AND CONTACTS

The CONTRACTOR must provide a single point of contact and a dedicated service representative to provide support for this contract.

a. Contract Support Staff: CONTRACTOR shall provide a single point of contact ("SPOC") for assistance with procurement of service, billing, and reporting and dispute resolution for the participating agencies that will use this contract. Any notices regarding the contract will be sent to this point of contact. The CONTRACTOR agrees they will not change the SPOC identified, without prior notice to the State Procurement Office. If the CONTRACTOR changes SPOC within 120 days upon award of contract the STATE may award the contract to the next responsive proposal. The SPOC and State Procurement Office will routinely correspond on contract management issues as needed by telephone or via email. On occasion, the State may request to meet with the SPOC in Bismarck, ND.

b. Customer Service Support Staff: CONTRACTOR must provide one or more dedicated customer service representative(s) to service State and local government entities participating in this C CTOR shall assign a specific individual or individuals that are familiar with the terms and conditions of the State Microsoft Agreements and to respond to STATE entities participating under these Agreements. Such dedicated customer service representatives may service other clients of the CONTRACTOR.

The CONTRACTOR agrees they will not change the Customer Service Support Staff identified, without prior notice to the State Procurement Office. If the CONTRACTOR changes Customer Service Support Staff within 120 days upon award of contract the State may award the contract to the next responsive proposal.

c. The CONTRACTOR must notify the State Procurement Officer in writing by mail or e-mail prior to making changes to the dedicated customer service representative so this website can be kept current at all times.

13. CONTRACT SINGLE POINT OF CONTACT

CONTRACT - NAME OF SINGLE POINT OF

CONTACT (SPOC):

David Butkiewicz

ADDRESS OF SPOC: 314 West Superior Street, Suite 400

CITY & STATE & ZIP CODE Chicago, IL 60654

PHONE NUMBER: 312-655-9040

TOLL FREE NUMBER: 1-888-607-7638

E-MAIL ADDRESS: David.Butkiewicz@Softchoice.com

CUSTOMER SERVICE SUPPORT STAFF

STATE AGENCIES - NAME OF CUSTOMER

SERVICE REPRESENTATIVE:

Jaspreet Monga

ADDRESS OF SERVICE REP: 314 West Superior Street, Suite 400

CITY & STATE & ZIP CODE Chicago, IL 60654

PHONE NUMBER: 437-216-1820

TOLL FREE NUMBER: 918-221-7494

E-MAIL ADDRESS: Jaspreet.monga@softchoice.com

POLITICAL SUBS (COUNTIES, ETC) - NAME OF

CUSTOMER SERVICE REPRESENTATIVE:

Jaspreet Monga

ADDRESS OF SERVICE REP: 314 West Superior Street, Suite 400

CITY & STATE & ZIP CODE Chicago, IL 60654

PHONE NUMBER: 437-216-1820

TOLL FREE NUMBER: 918-221-7494

E-MAIL ADDRESS: Jaspreet.monga@softchoice.com

K 12 EDUCATION - NAME OF CUSTOMER

Marco Perruzza

ADDRESS OF SERVICE REP: 314 West Superior Street, Suite 400

CITY & STATE & ZIP CODE Chicago, IL 60654

PHONE NUMBER: 647-880-2542

TOLL FREE NUMBER: 918-376-5792

E-MAIL ADDRESS: Marco.perruzza@softchoice.com

HIGHER EDUCATION - NAME OF CUSTOMER

Marco Perruzza

ADDRESS OF SERVICE REP: 314 West Superior Street, Suite 400

CITY & STATE & ZIP CODE Chicago, IL 60654

PHONE NUMBER: 647-880-2542

TOLL FREE NUMBER: 918-376-5792

E-MAIL ADDRESS: Marco.perruzza@softchoice.com

14. 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

Angie Scherbenske Dave Tomke

IT Procurement Officer Director of Public Sector

600 E Boulevard Ave, 4th Floor 314 West Superior Street, Suite 400

Bismarck, ND 58505 Chicago, IL 60654

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.

15. 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.

16. COMPLIANCE WITH PUBLIC RECORDS LAWS

Under the North Dakota public records law and subject to the Confidentiality clause of this Contract, certain records may be open to the public upon request.

Public records may include: (a) records STATE receives from CONTRACTOR under this Contract, (b) records obtained by either Party under this Contract, and (c) records generated by either Party under this Contract.

CONTRACTOR agrees to contact STATE immediately upon receiving a request for information under structions on how to respond to such request.

17. 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 responsibilities under this Contract, except to the extent specified in this Contract.

18. ASSIGNMENT AND SUBCONTRACTS

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.

19. 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.

20. SPOLIATION PRESERVATION OF EVIDENCE

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

21. 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. -22-012 dated

May 31, 2022;

c. -22-012, dated May 31, 2022;

d. July 11,2022, in response to RFP number 110.7-22-012.

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.

22. 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.

23. 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.

24. 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.

25. 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,

26. 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 entitling STATE to terminate in accordance with the Termination for Cause section of this Contract.

27. LIMITATION OF LIABILITY

DAMAGE, COST OR EXPENSE, EXCEPT FOR DIRECT LOSS THAT CANNOT BE LIMITED UNDER

N.D.C.C. § 32-12.2-15, SUFFERED OR INCURRED BY THE STATE ARISING OUT OF OR IN

CONNECTION WITH ANY PRODUCT SOLD HEREUNDER IS HEREBY LIMITED TO TWICE THE

DOLLAR AMOUNT PAID BY THE STATE FOR THE PRODUCT GIVING RISE TO THE CLAIM. THE

CONTRACTOR DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES SUFFERED BY THE

STATE RELATING TO ANY CLAIMS BY ANY THIRD PARTY.

28. 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, records for at least three (3) years following completion of this Contract and be able to provide them upon reasonable notice. STATE, CONTRACTOR prior to conducting examination.

29. 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

Softchoice Corporation Acting through its Office of Management and

Budget, ND State Procurement Office

BY: BY:

Printed Name: Angie Scherbenske Title: IT Procurement Officer Date: Date:

Hamud Mbarak Legal Counsel Aug 16, 2022 8/16/2022

Exhibit A

Contractual Amount

ITEM

NO.

QTY UNIT DETAILED SPECIFICATIONS

PERCENTAGE

DISCOUNT

1. 1 Each Percent +/- cost of ERP Price: State Enterprise - Level D

(Contract #089-02: Master Enterprise State and Local)

.85%

2. 1 Each Percent +/- cost of ERP Price: State Select Plus - Level D

(Contract #089-03: Master Select Plus State and Local) .05%

3. 1 Each Percent +/- cost of ERP Price: K-12 State Academic Select Plus - Level A

(Contract #089-04: Master Select Plus Academic / Campus) .05%

4. 1 Each

Percent +/- cost of ERP Price: K-12 State Academic Enterprise, CASA Level B

(Contract #089-05: Master Enterprise Academic / Campus)

-1.15%

5. 1 Each

Percent +/- cost of ERP Price: College Campus and School Agreement (CASA) - Level B

(Contract #089-06: Master Campus and School Agreement)

-1.15%