Interoffice+Signed+11-09-2020.pdf

State of North Dakota

INVITATION FOR BID (IFB) – MASTER TEMPLATE

OMB (1/2020)

PROCUREMENT OFFICER

The Procurement Officer is the point of contact for this IFB. Bidders shall direct all communications regarding this IFB to the Procurement Officer. Please do not add the Procurement Officer to any marketing distribution lists.

PURCHASING AGENCY: State Procurement Office PROCUREMENT OFFICER: Gabriel Hoggarth EMAIL: gjhoggarth@nd.gov

PHONE: 701-328-2740

TTY Users call: 7-1-1

Engaging in unauthorized communication or seeking to obtain information about an open solicitation with any state employee or official other than the responsible Procurement Officer or designee is sufficient grounds for suspension or debarment. [N.D.A.C. § 4-12-05-04(7)]

BID RESPONSE QUESTION DEADLINE

Bidders should carefully review the IFB including all attachments. Bidders may ask questions to obtain clarification and request additional information, or object to material in the IFB. Questions and objections must be submitted to the Procurement Officer in writing by the deadline identified in the IFB. If no deadline is specified, questions or objections must be received at least seven days prior to the Proposal Receipt Deadline. The Procurement Officer may elect to respond to questions received after the deadline.

Email is the preferred method of submission with the IFB number cited in the email subject line. Responses to questions will be distributed as a solicitation amendment, unless the question can be answered by referring the bidder to a specific section of the IFB.

STATE PROCUREMENT WEBSITE (SPO ONLINE)

This IFB and any related amendments and notices will be posted on the North Dakota Office of Management and Budget website using the State Procurement Online system (SPO Online). Bidders are responsible for checking this website to obtain all information and documents related to this RFP:

https://apps.nd.gov/csd/spo/services/bidder/main.htm.

Select Recent Solicitations, the Recent solicitations are listed by close date.

Bidders not having completed the Bidders List registration may request to receive notices related to this IFB by contacting the Procurement Officer in writing with the following information: IFB title, business name, contact person, mailing address, telephone number, and email address.

DATE ISSUED 09/14/2020 BID NUMBER 110.7-20-094

BID TITLE Furniture, Sit Stand CPU Desk

COMMODITY

CODE(S)

425-20, 21, 37, 48, 60, 64, 65, 83, 94

CONTRACT NUMBER 048 CONTRACT PERIOD 10/20/2020 – 10/19/2021

QUESTIONS DEADLINE 09/21/2020 @ 12:00 PM CT BID RESPONSE

CLOSING DEADLINE 09/30/2020 @ 12:00 PM CT

http://www.legis.nd.gov/information/acdata/pdf/4-12-05.pdf?20130319105642 https://apps.nd.gov/csd/spo/services/bidder/main.htm https://apps.nd.gov/csd/spo/services/bidder/main.htm

SECTION 1

BIDDERS INSTRUCTIONS

1. Bidder Checklist. Have you remembered to?

a. Ensure your bid response complies with all instructions, terms and conditions, delivery requirements, and specifications.

b. Prepare your price in the specified unit of measure, FOB: Destination to the shipping location.

c. Sign your bid response, and initial any changes or corrections

d. Ensure your Bid Response is received by the Purchasing Agency by the Bid Response Closing Deadline. Call to confirm receipt.

e. If using a delivery service, check tracking to ensure the Bid Response will be delivered on time. Contact the

Procurement Officer as soon as possible in the event of delays due to weather, etc.

f. Submit any required samples or documents.

2. Definitions.

a. Bidder: any person or firm submitting a competitive bid in response to a solicitation.

b. Bid Response: the executed document submitted by a Bidder in response to a solicitation.

c. Commodities: all property, including equipment, supplies, materials, printing, insurance, and the lease of equipment.

d. Contractor: any person or firm having a contract with a governmental body.

e. Procurement Officer: an individual duly authorized to enter into and administer purchasing contracts and make written determinations with respect thereto; also includes an authorized representative acting with the limits of designated purchasing authority.

f. Purchasing Agency: the entity on which the purchase is being made on behalf of.

g. Services: the furnishing of labor, time, or effort by a Contractor, not involving the delivery of a specific end product other than reports that are merely incidental to the required performance.

h. Solicitation: a document to notify prospective Bidders of a bidding opportunity.

i. N.D.A.C.: North Dakota Administrative Code; rules with the force and effect of law.

j. N.D.C.C.: North Dakota Century Code; state laws.

k. OMB: Office of Management and Budget (OMB); a North Dakota state agency.

l. SPO: State Procurement Office, a division of the Office of Management and Budget.

m. SPO Online: a procurement information website maintained by OMB State Procurement Office pursuant to

N.D.C.C. § 54-44.4-14.

3. Bidders List and Secretary of State Registration Requirements. Bidders must comply with requirements related for Office of Management and Budget (OMB) Bidders List application and Secretary of State registration [N.D.C.C.

§ 54-44.4-09]. Bidders Lists are used to notify vendors when solicitations are issued on the State Procurement Online system (SPO Online).

Bids will be accepted from bidders that are not on the Bidders List. The successful bidder must complete the Bidders List application process and comply with Secretary of State registration requirements within 10 calendar days from the date a notice of intent to award is issued. If the successful bidder does not register within this time, its bid may be rejected.

Vendor Registration Information Websites:

Secretary of State Registration. Complete the online Secretary of State registration process (fees apply):

https://firststop.sos.nd.gov/. Select “Start a Business.” You will need to create a username and password. Contact the Secretary of State, Business Services at 701-328-2904 or sosbir@nd.gov for assistance.

Bidders List Application Process. Complete the online Bidders List application process:

https://www.nd.gov/omb/vendor/bidders-list-application-and-maintenance. Contact the OMB State Procurement Office for assistance at 701-328-2773 or email infospo@nd.gov.

Bidders List Used for this Solicitation. Notices related to this RFP will be sent to the Bidders List for the needed commodity or service and other known potential offerors. The following commodity codes were used for the Bidders List for this solicitation: 425-20, 21, 37, 48, 60, 64, 65, 83, 94 http://www.legis.nd.gov/cencode/t54c44-4.pdf http://www.nd.gov/sos/businessserv/registrations/vendor.html https://firststop.sos.nd.gov/ https://firststop.sos.nd.gov/ mailto:sosbir@nd.gov mailto:sosbir@nd.gov https://www.nd.gov/omb/vendor/bidders-list-application-and-maintenance https://www.nd.gov/omb/vendor/bidders-list-application-and-maintenance mailto:infospo@nd.gov mailto:infospo@nd.gov

Vendor Payment Registration. The successful bidder may be required to register as a new supplier to receive payment from the State. See the Office of Management and Budget website for more information:

https://www.nd.gov/omb/vendor/vendor-payments

4. Submission Instructions. Please follow these instructions to submit your Bid Response. Bid Responses must be received by the Procurement Officer by the Bid Response closing deadline. Bidders assume the risk of the delivery method selected. Late Bid Responses will be rejected.

Emailed or Faxed Submission Uploaded response through the State Procurement Online System (SPO Online) are required, therefore, bids cannot be submitted by email or fax to the Procurement Officer.

Upload Response Through the State Procurement Online System (SPO Online):

Bidders must electronically submit Bid Responses through the State Procurement Online system (SPO Online) by the Bid Response Closing Deadline. If the signed bid response form is not submitted through the SPO system, the bid will be rejected.

1. This solicitation is posted on SPO Online at: https://www.nd.gov/omb/vendor

2. Click on “Bidding Opportunities.” Go to “Recent Solicitations” and find this solicitation.

3. Use “Upload Response” to upload a maximum of five (5), clearly labeled documents before the deadline for receipt of proposals in the Bid Response closing deadline.

4. The maximum file size allowed is 50mb per file.

5. All field entries must be alphanumeric. Dashes and underscores are allowed; however the system does not accept other special characters such as apostrophe, & symbol, quotation marks, etc.

6. Bidders will receive an email confirmation from infospo@nd.gov that the upload response was received including the “File Description” for the uploaded files. Review this email to ensure all files were successfully uploaded. If you do not receive an email confirmation, the upload was not successful, and you will need to upload the files again. If you do not receive an email confirmation after the reattempt, contact the Procurement Officer or the State Procurement Office at infospo@nd.gov or 701-328-2740.

Visit https://www.nd.gov/omb/vendor/bidder-resources for the SPO Electronic Response Job Aid which describes how to submit an electronic response.

5. Additional Terms and Conditions. Additional terms and conditions submitted with a bid response are of no effect unless accepted in writing by the Purchasing Agency. Bid Responses with additional terms and conditions may be rejected as non-responsive. (N.D.A.C. § 4-12-11-06).

6. Assistance to Bidders with a Disability. Bidders with a disability that need an accommodation must contact the

Procurement Officer prior to Bid Response closing deadline so reasonable accommodation can be made.

7. Bid Response Held Firm. Bid Responses are not awarded at the bid opening. Bidders must hold their Bid

Responses firm for 30 days, unless otherwise specified by the Procurement Officer in writing.

8. Bid Response Opening. All Bid Responses received by the Bid Response closing deadline will be publicly opened by the Purchasing Agency at the mailing/delivery location indicated in this solicitation. Interested parties are invited to attend the Bid Response opening.

9. Bid Response Results. Interested parties may contact the Procurement Officer to obtain a summary of all Bid

Responses received and the award. Bid Response results may be posted on the SPO Online website:

https://www.nd.gov/omb/vendor.

10. Bidders List - Suspension and Debarment. Placement on the Bidders List does not guarantee a vendor will receive notice of every solicitation. Vendor may be removed from the Bidders List if a solicitation notice is undeliverable. Vendors may be suspended or debarred from the Bidders List for cause. (N.D.A.C. ch. 4-12-05) https://www.nd.gov/omb/vendor/vendor-payments https://www.nd.gov/omb/vendor https://www.nd.gov/omb/vendor mailto:infospo@nd.gov mailto:infospo@nd.gov mailto:infospo@nd.gov mailto:infospo@nd.gov https://www.nd.gov/omb/vendor/bidder-resources https://www.nd.gov/omb/vendor/bidder-resources http://www.legis.nd.gov/information/acdata/pdf/4-12-11.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-11.pdf https://www.nd.gov/omb/vendor https://www.nd.gov/omb/vendor http://www.legis.nd.gov/information/acdata/pdf/4-12-05.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-05.pdf

11. Changes/Corrections. Bidders must initial any changes or corrections to the Bid Response, such as erasures and crossed out/rewritten prices. The Procurement Officer may confirm the Bid Response when changes are not initialed.

12. Multiple Bid Responses. Bidders may submit more than one Bid Response in response to this solicitation. Each

Bid Response submitted must be prepared in accordance with the Bid Response instructions and meet the stated requirements.

13. Open Records Requests. Bid Responses are exempt records until the date and time of the Bid Response opening. After the Bid Response opening, all Bid Responses are subject to North Dakota open records laws.

Interested parties may contact the Procurement Officer to request information related to this solicitation.

14. Packaging. All packaging must be strong and secure in accordance with accepted commercial practices.

15. Protests. Protests of the Solicitation must be received by the Procurement Officer within seven days before the Bid

Response closing deadline. Protests of the award or Notice of Intent to Award must be received by the Procurement Officer within seven days after receiving notice of award. Seven calendar days after award or issuance of the Notice of Intent to Award it will be assumed that all interested parties knew or should have known all the facts surrounding the award. Protests must be made in writing to the Procurement Officer and include the basis for the protest. (N.D.C.C. § 54-44.4-12; N.D.A.C. ch. 4-12-14.)

16. Signature. The Bidder’s authorized representative must provide their printed name, title and sign the Bid

Response. The lack of a signature may be waived as a minor informality, provided a signed Bid Response is submitted by the deadline established by the Procurement Officer. (N.D.A.C. ch. 4-12-10)

17. Specifications, Compliance. All Bid Responses must comply with the stated specifications, and the successful

Bidder will be held responsible. Bidders who desire to submit commodities or services that deviate from these specifications or have any objections to the stated specifications must contact the Procurement Officer by the deadline for questions or at least seven days before the Bid Response closing deadline, so the Procurement Officer can determine whether the specifications need to be amended.

18. Withdrawal or changes to a Bid Response prior to the Bid Response closing deadline. Before the Bid

Response closing deadline, the Bidder’s authorized representative may withdraw or change a Bid Response by making a written request to the Procurement Officer.

19. Withdrawals or changes to a Bid Response after the Bid Response opening date and time. After Bid

Response closing deadline, no changes may be made to Bid Responses, except as provided in N.D.A.C. ch. 4-12-

10. The Bidder’s authorized representative may make a written request to withdraw the Bid Response.

http://www.legis.nd.gov/information/acdata/pdf/4-12-14.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-14.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-10.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-10.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-10.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-10.pdf

SECTION 2

EVALUATION AND AWARD

1. Award. Award will be made to the responsible Bidder with the lowest priced Bid Response that is responsive to the specifications and all other requirements stated herein. Award will be made as follows:

• Split award will be made by category for categories 1-9. Categories 1-9 will each have a winning bidder.

• Split award will be made by item for category 10.

2. Award – Preference Laws. If Bid Responses are received from nonresident (out-of-state) Bidders, the

Procurement Officer will apply reciprocal preference, if applicable, in accordance with N.D.C.C. §44-08-01. See OMB Guidelines on North Dakota Preference Laws.

3. Award – Tie Bid Response Preference. After applying any reciprocal preference, if a tie occurs between two or more Bidders with equal Bid Response prices or offerors with identical evaluation scores:

a. Preference must first be given to Bid Responses submitted by resident North Dakota vendors. (N.D.C.C. § 44-

08-01.1)

b. If a tie remains, preference is given to approved vendors on the Bidders List. (N.D.C.C. § 54-44.4-09(4))

c. If a tie still remains, award shall be made in accordance with N.D.A.C. § 4-12-11-05.

4. Late Bid Responses. Bid Response responses must be received by the Procurement Officer by the Bid Response closing deadline. Late Bid Responses will be rejected, regardless of the degree of lateness, unless the delay is due to the error of the Purchasing Agency and discovered before the selection of the successful Bidder. (N.D.A.C. § 4- 12-08-13)

5. Responsiveness of the Bid Response. Any Bid Response that does not meet the requirements of the solicitation, other than mistakes determined to be minor informalities, will be rejected. (N.D.A.C. § 4-12-11-03)

6. Minor Informalities. The State reserves the right to waive minor informalities in Bid Responses. Minor informalities are insignificant omissions or nonjudgmental mistakes that are matters of form rather than substance, evident from the Bid Response document, with a negligible effect on price, quantity, quality, delivery, or contractual conditions that can be waived or corrected without prejudice to other Bidders. (N.D.A.C. ch. 4-12-10)

7. Mistakes. The Procurement Officer may confirm the Bid Response in the event of apparent errors, such as an unreasonably priced Bid Response. Mistakes will be handled in accordance with N.D.A.C. ch. 4-12-10.

8. Responsibility of the Bidder. The Procurement Officer, at any time, may make a supplementary investigation as to the responsibility of any Bidder, even though the Bidder may be on the Bidders List. If a Bidder is determined to be not responsible, that Bid Response will be rejected even if it is the lowest Bid Response, and the Bidder may be debarred or suspended from the Bidders List. (N.D.A.C. § 4-12-11-04)

9. Rejection. The State reserves the right to reject any and all Bid Responses in whole or in part. The Procurement

Officer will send a rejection notice, including the reason for rejection. Bid Responses will be rejected if:

a. the Bid Response is determined to be not responsive to the instructions, specifications and other requirements of the solicitation, other than mistakes or omissions determined to be minor informalities;

b. the Bid Response is determined to be late;

c. the Bidder fails to comply with Bidders List Application requirements by the stated deadline;

d. the Bidder is determined to be not responsible, in accordance with N.D.A.C. § 4-12-11-04;

e. the Bid Response is not legible.

If all Bid Responses are rejected, the Procurement Officer will send written notice to Bidders, including the reason all Bid Responses were rejected. (N.D.A.C. § 4-12-11-09) http://www.legis.nd.gov/cencode/T44C08.pdf http://www.legis.nd.gov/cencode/T44C08.pdf https://www.nd.gov/omb/agency/procurement/reciprocal-preference https://www.nd.gov/omb/agency/procurement/reciprocal-preference http://www.legis.nd.gov/cencode/T44C08.pdf http://www.legis.nd.gov/cencode/T44C08.pdf http://www.legis.nd.gov/cencode/T44C08.pdf http://www.legis.nd.gov/cencode/t54c44-4.pdf http://www.legis.nd.gov/cencode/t54c44-4.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-11.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-11.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-08.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-08.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-08.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-11.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-11.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-10.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-10.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-10.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-10.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-11.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-11.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-11.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-11.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-11.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-11.pdf

SECTION 3

SPECIAL TERMS AND CONDITIONS

1. State Contract. The contract resulting from this solicitation will be a State Contract made available to North Dakota state agencies and institutions.

2. Cooperative Purchasing. This contract is a cooperative purchasing contract established pursuant to N.D.C.C § 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 § 39-04.2, and the International Peace Garden (hereafter known as “Ordering Agencies”). Participation in this open-ended contract is not mandated; therefore, the estimated volume of this contract is not known. CONTRACTOR may contact the Procurement Officer for assistance in determining whether an entity is eligible to purchase under this contract.

3. Term of the Contract. The term of the contract issued as a result of this solicitation will be as follows:

a. Contract Period. This Contract term (Term) begins on 10/20/2020 and ends on 10/19/2021.

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

c. Extension Option. State reserves the right to extend this Contract for an additional period of time, not to exceed 12 of months, beyond the current termination date of this contract.

d. Renewal Option. STATE may renew this Contract upon satisfactory completion of the initial Contract Term.

STATE reserves the right to execute up to 4 options to renew this Contract under the same terms and conditions for a period of 12 months each.

e. 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 this Contract including any extensions and renewals, STATE and Contractor may renegotiate this Contract upon mutual agreement of the parties.

4. Billing Address. After delivery of commodities or services under contract, the CONTRACTOR must submit a correct invoice. Payment will be made after inspection and acceptance.

• Invoices must be addressed to the Purchasing Agency. All invoice and payment inquiries must be directed to the Purchasing Agency.

5. Contract Amendment – Unanticipated Amendment. After a binding contract has been entered into, no changes may be made, unless prior written approval has been obtained from the Purchasing Agency through execution of a contract amendment. The Contractor may request changes, such as substitutions of a product, by submitting a written request to the Procurement Officer. Unanticipated amendments must be within the scope of the original contract, authorized by the terms of the contract and due to legitimate, unforeseen circumstances. (N.D.A.C. ch. 4- 12-13)

6. Contract Estimated Volume. The volume of this contract is estimated. Estimates are not to be considered as either a minimum or maximum, but rather an estimate based upon past and anticipated usage. The CONTRACTOR or CONTRACTORs will be required to furnish actual requirements upon receipt of an order. This contract will not include items of a similar nature, which must be bought for emergency use.

7. Contract Sales Reports. The CONTRACTOR must maintain records of sales under the contract and furnish volume of sales information to the Purchasing Agency. The CONTRACTOR must furnish reports listing all purchases made by all government entities using this contract. The report must be furnished within 7 days after the request by the Procurement Officer.

The report format will be determined by mutual agreement of the CONTRACTOR and the Procurement Officer.

8. Ordering Catalogs and Literatures. CONTRACTOR will be required to furnish copies of catalogs and price lists to ordering agencies, upon request at no additional cost to the State.

11/09/2020 - GH

http://www.legis.nd.gov/cencode/t54c44-4.pdf http://www.legis.nd.gov/cencode/t54c44-4.pdf http://www.legis.nd.gov/cencode/t54c44-4.pdf http://www.legis.nd.gov/cencode/t39c04-2.pdf http://www.legis.nd.gov/cencode/t39c04-2.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-13.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-13.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-13.pdf

9. Order Confirmation. The CONTRACTOR must confirm the receipt of orders by communicating with the Ordering Agency within 3 working days of the order placement.

10. Delivery Time Required. The CONTRACTOR must meet the specified delivery requirements. If delivery cannot be made within the specified time, the CONTRACTOR must notify the Ordering Agency in writing of the delay and the approximate date delivery may be expected.

• Delivery must be made as soon as possible after the CONTRACTOR receives an order from the Ordering

Agency by issuance of a contract or purchase order or use of a purchasing card or check.

11. Delivery Location - F.O.B. Point and Freight. Delivery will be F.O.B. Destination, any North Dakota location.

The freight is to be included in the price of the products and services. This will apply to any order over $100 in total.

Actual shipping, and no more, may be charged for orders less than $100 in total. Title will pass to Purchasing Agency upon delivery to the specified destination.

12. Sample Submission Requirement. Bidders must provide representative samples of the commodity being offered at no cost to the State to ensure compliance with the specification. All samples must be marked to show the Bidder's name, the bid number and title, and the bid item number. Upon request of the Bidder, samples not destroyed by examination or testing will be returned at the expense of the Bidder. If the Bidder does not request return of the sample within 7 days after notice of award, the sample will become property of the State (N.D.A.C. § 4- 12-08-11).

• Sample requests aren’t likely, but bidders will be required to furnish a sample of items offered in the Bid Response if requested to do so.

13. New Equipment and Materials. Unless otherwise indicated in the detailed specifications of this solicitation, all equipment and materials shall be new and under current production for use in the United States.

14. Inspection and Acceptance or Rejection. The State reserves the right to conduct inspections and investigations related to the Bidder and the offered commodities or services, including but not limited to the firm, personnel, qualifications, and the commodities and services offered to make determinations regarding compliance with the Bid Response requirements and responsibility of the Bidder. All material and workmanship are subject to inspection and testing by the State at the point of manufacturer, place of storage, or upon receipt. The State reserves the right to reject any commodities or services and terminate the contract if the CONTRACTOR fails to comply with the specifications, terms and conditions, or the seller’s express or implied warranties. Rejected commodities will be removed at the CONTRACTOR’s expense. Failure to satisfactorily perform may result in suspension or debarment from the Bidders List.

If commodities or services are rejected as being not compliant with the requirements of this solicitation, the State will inform the CONTRACTOR in writing. The Purchasing Agency may provide the CONTRACTOR with a reasonable opportunity to cure, whenever practicable, as set forth in writing by the Purchasing Agency.

15. Invoicing.

Orders will be placed by state agencies and institutions.

16. Pricing – Tax Exempt. All prices must be in United States currency. Bid Response prices must include all discounts and deductions, and to be less federal and state taxes. Bidders may contact the Procurement Officer to obtain the Purchasing Agency’s tax exemption number and tax exempt certificate.

17. Price Adjustment. Pricing during the term of the contract will be as follows:

• Pricing, Firm-Fixed with Adjustment Provisions. Pricing shall be firm for the first 365 days of the contract period. After the firm-fixed period, the CONTRACTOR may submit a request for a price increase to the Procurement Officer. Requests for a price increase must include a copy of the manufacturer's official notice or other evidence that the increase or decrease is warranted. The State reserves the right to accept or reject, within 30 days, or cancel the contract. The CONTRACTOR shall immediately inform the State of any price decreases. Price changes will become effective upon execution of a contract amendment. All orders placed are to be billed at prices in effect at the time of the order, not the date the shipment is made.

http://www.legis.nd.gov/information/acdata/pdf/4-12-08.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-08.pdf http://www.legis.nd.gov/information/acdata/pdf/4-12-08.pdf

18. Pricing, Unit of Measure. The unit prices are to be according to the unit of measurement specified in the solicitation. In the event of mathematical differences between the unit price and extended total, the unit price will prevail. (N.D.A.C. § 4-12-10-02)

19. Specifications, Brand Name or Equivalent. Unless otherwise indicated in the solicitation specifications, the use of a specific brand name or make/model is for illustrative purposes only, and the State will consider equivalent products. If an alternate brand offered by a Bidder is rejected as not being equivalent, the Procurement Officer send a rejection notice, including the reason for rejection.

SECTION 4

RISK MANAGEMENT REQUIREMENTS

Bidders are instructed to review the following provisions. Objections to these provisions must be made in writing to the Procurement Officer by the deadline for questions.

1. Indemnification. Indemnification provisions are incorporated and made part of this solicitation and resultant contract. The State and Contractor each agrees to assume its own liability for any and all claims of nature including all costs, expenses and attorneys’ fees which may in any manner result from or arise out of this agreement.

2. Insurance. Insurance provisions are incorporated and made part of this solicitation and resultant contract.

Bidders are instructed to review the Insurance Requirements. The Successful Bidder will be required to provide the required proof of insurance prior to contract award, and failure to provide evidence of insurance coverage is a material breach and grounds for award rescission. Failure of the Contractor to keep the required insurance in effect during the term of the contract is grounds for termination of the contract.

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

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

InterOffice won Categories 2 and 7 and items 1 and 2 of Category 10 and only those Categories and items.

Note By: Gabriel Hoggarth, Procurement Officer II, State Procurement Office

State Procurement Office

Gabriel Hoggarth

Procurement Officer II

11/09/2020

SECTION 6

CONTRACT TERMS AND CONDITIONS

1. Scope of Work. CONTRACTOR, in exchange for the compensation paid by STATE under this Contract, shall provide the commodities and services described in this solicitation.

2. Compensation.

a. Contractual Amount

STATE shall pay for the accepted services provided by CONTRACTOR under this Contract an amount not to exceed the amount indicated on the Bid Response form (Contractual Amount). 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. 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.

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

4. Payment of Taxes by State. STATE is not responsible for and will not pay local, state, or federal taxes. STATE will furnish certificates of exemption upon request by the CONTRACTOR.

5. 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.

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.

7. 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.

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 postmarked when addressed to the parties identified herein. 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, in accordance with this Contract’s Confidentiality clause, STATE must disclose to the public upon request any records it receives from CONTRACTOR.

CONTRACTOR further understands that any records obtained or generated by CONTRACTOR under this Contract, 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.

http://www.legis.nd.gov/cencode/t44.html http://www.legis.nd.gov/cencode/t44.html

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, 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.

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 such evidence, including the scene of an accident.

16. 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.

17. 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.

18. 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.

19. 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.

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

CONTRACTOR agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes, unemployment compensation and workers' compensation premiums. CONTRACTOR shall have and keep current at all times during the Term of this Contract all licenses and permits required by law. CONTRACTOR’s failure to comply with this section may be deemed a material breach by CONTRACTOR entitling STATE to terminate in accordance with the Termination for Cause section of this Contract.

21. 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 upon reasonable notice. STATE, State Auditor, or Auditor’s designee shall provide reasonable notice to CONTRACTOR prior to conducting examination.

22. 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.