Laventure+Signed+01-12-2021.pdf

STATE CONTRACT #268

The parties to this contract (Contract) are the state of North Dakota, acting through its Office of Management and Budget (STATE), and Leventure LLC having its principal place of business at 400 East Broadway Avenue, Bismarck, ND 58501 (CONTRACTOR);

1. SCOPE OF WORK

CONTRACTOR shall provide marketing communications services to assist state, local, and tribal governments with the administration and implementation of marketing services in accordance with the mutually agreed upon Task Order, attached to this Contract as Attachment A . Changes to the Scope of Work shall only be made by mutual agreement, executed in writing, using the Change Order Form, attached to this Contract as Attachment B.

2. COMPENSATION

a. Contractual Amount STATE shall pay for the accepted services provided by CONTRACTOR as agreed upon in the Task Order.

Task Orders will be developed based on the pricing provided by CONTRACTOR in response to RFP 110.7-20-082, Marketing Communications Services Pool as follows:

A. Account Director/Supervisor, Cost Per Hour: $115 B. Account Manager/Project Manager, Cost Per Hour: $115 C. Strategic Planning, Cost Per Hour: $105 D. Concept/Creative, Cost Per Hour: $90 E. Design/Layout/Website, Cost Per Hour: $90 F. Market Research, Cost Per Hour: $90 G. Admin Support/Clerical, Cost Per Hour: $40 H. Percent Commission for Media Buy: 10.5% I. Percent Markup for Other Direct Costs: 15% The Contractual Amount is firm for the duration of the Contract and constitutes the entire compensation due CONTRACTOR for performance of its obligations under this Contract, unless amended, regardless of the difficulty, materials or equipment required, including fees, licenses, overhead, profit and all other direct and indirect costs incurred by CONTRACTOR, except as provided by an amendment to this Contract.

b. Added Value Guarantee $250 discount for every $10,000 of media placement towards indirect costs.

c. 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.

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

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

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

f. 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.

g. Taxpayer ID CONTRACTOR’S federal employer ID number is: 20-5505610

h. Purchasing Card STATE may make a payment using a government credit card. CONTRACTOR will accept a government credit card without passing the processing fees for the government credit card back to STATE.

3. TERM OF CONTRACT

This Contract begins on its Effective Date and ends 09/30/2022.

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

b. Extension Option STATE reserves the right to extend the Contract for an additional period of time, not to exceed twelve (12) months, beyond the current termination date of the 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 three (3) options to renew this Contract under the same terms and conditions for a period of twenty-four (24) months each.

d. Renegotiation Option In view of the fact that it is unknown how long the products and services will be employed by STATE and that STATE will require ongoing maintenance and support of the products for as long as the system is operational, therefore after completion of the initial term of the Contract including any extensions and renewals, STATE and CONTRACTOR may renegotiate the Contract upon mutual agreement of the parties.

4. TERMINATION

a. 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 the North Dakota, as determined by its Governor, Legislative Assembly and Courts.

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

b. 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.

c. 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.

5. 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.

6. INDEMNIFICATION

STATE and CONTRACTOR each agrees to assume its own liability for any and all claims of any nature including all costs, expenses and attorneys' fees which may in any manner result from or arise out of this Contract.

7. INSURANCE

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 $1,000,000 per occurrence.

2) 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.

3) Workers compensation coverage meeting all statutory requirements.

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

1) This insurance may be in policy or policies of insurance, primary and excess, including the so-called umbrella or catastrophe form and must be placed with insurers rated “A-” or better by A.M. Best Company, Inc., provided any excess policy follows form for coverage. Less than an “A-” rating must be approved by STATE. The policies shall be in form and terms approved by

STATE.

2) 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 thirty (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.

8. 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.

9. 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.

10. NOTICE

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

STATE CONTRACTOR

Name: Gabriel Hoggarth Name:

Title: Procurement Officer II Title:

Address: 600 E Blvd Ave, Dept. 012 Address:

City, State, Zip: Bismarck, ND, 50505 City, State, Zip:

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.

11. 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.

12. COMPLIANCE WITH PUBLIC RECORDS LAWS

CONTRACTOR understands that, STATE must disclose to the public upon request any records it receives from CONTRACTOR. CONTRACTOR further understands that any records obtained or

ROBERT D LINDBERG

PRESIDENT

400 E BROADWAY AVE, SUITE 501

BISMARCK ND 58501

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

13. 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.

14. ASSIGNMENT AND SUBCONTRACTS

CONTRACTOR may not assign or otherwise transfer or delegate any right or duty without STATE’S express written consent. However, CONTRACTOR may enter into subcontracts provided that any subcontract acknowledges the binding nature of this Contract and incorporates this Contract, including any attachments. CONTRACTOR is solely responsible for the performance of any subcontractor with whom CONTRACTOR contracts. CONTRACTOR does not have authority to contract for or incur obligations on behalf of STATE.

15. 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.

16. 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, with its Attachments A and B, as may be amended;

b. STATE’s Solicitation Amendment #1 to Request for Proposal (“RFP”) number 110.7-20-082 dated 09/03/2020;

c. STATE’s Request for Proposal (“RFP”) number 110.7-20-082, dated 08/26/2020;

d. CONTRACTOR’s proposal dated 09/16/2020 in response to RFP number 110.7-20-082.

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.

17. 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.

18. 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.

19. 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.

20. 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.

21. NONDISCRIMINATION AND COMPLIANCE WITH LAWS

CONTRACTOR agrees to comply with all laws, rules, and policies, including those relating to nondiscrimination, accessibility and civil rights. 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.

22. 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.

23. 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

Acting through its Office of Management and

Budget

BY: BY:

Gabriel Hoggarth Procurement Officer II Date: Date:

06 JANUARY 2021

LAVENTURE LLC

ROBERT D LINDBERG

PRESIDENT

01/12/2021

ATTACHMENT A

STATE CONTRACT #268 TASK ORDER REQUEST

AGENCY NAME

TASK ORDER REQUEST

NUMBER

ISSUE DATE

AGENCY CONTACT

E-MAIL ADDRESS

TELEPHONE

FAX

ADDRESS

CITY

STATE

ZIP

In accordance with the terms and conditions of the State Term Contract #268 Marketing Communications Services Pool master agreement between State and Vendor, this Task Order Request authorizes delivery of the Deliverables described in accordance with the Scope of Work, Schedule, and Terms specified below.

1. Scope of Work (attach extra sheets if necessary)

a. Describe the services

b. Budget Available (if applicable)

2. Staffing Requirement

Job Class/Skill Set Number of Staff

3. Agreement Type Hourly Fixed Bid Project

4. Project Start Date

5. Project End Date

6. Schedule of Deliverables

Deliverable Start Date Completion Date a.

b.

c.

d.

e.

7. Location of Work

8. Agency Project Manager

9. Time and Status Reporting Systems to be utilized by the Vendor (Mark all that apply) Daily Accountability Weekly Status Reports Monthly Reports Other (Describe below)

10. Vendor Project Proposal Due Date

Vendor Project Proposal: Vendor shall attach its proposal to this Task Order Request when responding. The Vendor Project Proposal will include, at a minimum, the following items:

1. Vendor Project Proposal – Vendors must describe their strategy for accomplishing the work. Provide customer references for similar projects successfully completed, if available.

2. Qualifications and Availability of Vendor Staff –Provide the names and availability of staff who will work on the project. Provide the following documentation with the first task order for an agency. Provide updated documentation for subsequent task orders, if requested:

a. Resume(s) for Vendor staff

b. Reference checks for Vendor staff. Include the results of two reference checks that the Vendor has performed on the proposed individual, including the names and telephone numbers of the references.

At least one reference must be from a previous employer or from a customer for which the Vendor staff performed similar contract services.

c. Background checks for Vendor staff, if requested by issuing agency

3. Cost

a. Hourly – Propose a Service Rate per hour for each proposed Vendor staff. If the Project dates span more than one year of the Contract term, provide rates for each effective year. Service rates may not exceed the rates originally proposed in response to this RFP; however the rates may be less.

11. Evaluation Criteria (For Competitive Task Orders) The criteria below will be used to select the most advantageous proposal.

Points (100 total)

Vendor Project Proposal Solution 30

Qualifications and Availability of Vendor Staff 40

Cost 30

b. Fixed Bid Proposals - Provide a fixed price to accomplish the Statement of Work.

Execution: The parties through their authorized agents have executed this Task Order Request and attached Vendor Project Proposal under terms of the Grant Management Services Consultant Contract Pool master agreement, subject to amendments in this Task Order, for the project price and on the dates set out below.

The total dollar contractual amount specified below for this Task Order and attached Project Proposal shall not be exceeded unless a written Change Order is appended to this Task Order, duly executed by the authorized representative of both parties.

Total Dollar Contractual Amount

STATE OF NORTH DAKOTA VENDOR

If vendor is unable to bid this task order, please return the task order to requesting agency and provide the reason.

SIGNATURE

PRINTED NAME

TITLE

DATE

SIGNATURE

PRINTED NAME

TITLE

DATE

ATTACHMENT B

CHANGE ORDER FORM

STATE CONTRACT #268 MARKETING COMMUNICATIONS SERVICES POOL

Project Name: Date of Request:

Task Order Number: Change Order Number:

Requested By:

Request Description

Reasons/Goals for Change

Recommendations (Include recommendations by the party that is bringing the change request forward. There is a potential for multiple recommendations for solutions based on analysis.)

Impacts on Cost, Scope, Schedule, Quality (For each recommendation, a narrative of the impacts to CSSQ should be included.)

Solution (Define the most appropriate solution to attain the desired objective. This is determined by the approving authority.)

Approval Signature(s) and Date(s). The project manager will identify the appropriate approval body and forward for final approval.

Signature

Date