ND+E-Waste+CONTRACT+Executed+-+signed.pdf

CONTRACT

1. PARTIES

The parties to this contract (Contract) are the State of North Dakota, acting through its Office of Management & Budget, Shared Services Division (STATE), and ND E-Waste LLC having its principal place of business at 4013 Valley Drive, Bismarck, ND 58503 (CONTRACTOR);

2. SCOPE OF WORK

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

1. The Contractor must provide necessary personnel, equipment, and materials to provide pick-up services or accept delivery of electronics determined to be e-waste.

2. The Contractor must describe its plan for scheduling pick-ups for State and other Participating

Entities. The Contractor must identify any existing pick-up locations in North Dakota.

3. The Contractor must provide written instructions for State and Participating Entities for the safe storage, handling, packaging, and labeling the various types of electronic equipment for transportation. The Contractor must also provide instructions and any needed forms for preparing a Bill of Lading.

4. The Contractor must provide a description and quantity of any shipping containers that the Contractor will provide to State and, if applicable (e.g., tri-wall containers).

5. The Contractor must provide transportation for pick-up of the electronic equipment. The Contractor must indicate whether the transportation will be a privately-owned fleet or via a brokerage service.

The Contractor must also describe the types of vehicles to be used.

6. The Contractor must describe their procedures for cleaning any debris spilled or tracked on public or private property by the Contractor’s employees or equipment.

7. The Contractor must indicate whether State or any other government entities are permitted to deliver electronic waste to the Contractor’s facility. Describe any related requirements and locations of E-waste collection points.

8. The Contractor must identify any pertinent issues and potential problems related to the implementation of the program and carrying out the duties of this contract.

9. Contractor will arrange and be responsible for all transportation of truckload quantities from Customer’s collection sites within the state of North Dakota which will include Bismarck, and may include locations such as Minot, Dickinson, Devils Lake, Williston, Valley City, Wahpeton, Bottineau, Mayville, Grand Forks, and Fargo.

10. Contractor will also strive to combine less-than-full truckload quantities and be responsible for this transportation.

11. Contractor will provide the materials, personnel and facilities to process electronic equipment for destruction, recycling, or reuse in a secondary market.

12. Contractor will provide containers, pallets, triple-wall boxes, etc. required to assist in the transportation of all e-waste.

13. Contractor will handle all e-waste in accordance with all applicable local, state and Federal regulations.

14. Contractor will provide written certification of destruction, recycling, or reuse in a secondary market to include (whichever is appropriate) to the customer. Documentation indicating the destruction of any hard drive or memory storage media is required if applicable.

15. Contractor will provide safe, secure transfer and destruction of data, including hard drive shredding for all electronic devices containing stored data.

16. Contractor will provide documentation that all of the equipment donated by the customer is processed by a factory that is certified under the Responsible Recycling Practices for Electronics Recyclers (R2) standards.

17. Contractor will follow all reporting requirements as outlined in the Participating Addendum and Exhibit A.

3. COMPENSATION-PAYMENTS

Contractual Amount

CONTRACTOR shall pay for the accepted materials provided by STATE under this Contract as agreed upon in the COST PROPOSAL.

A. 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.

2) CONTRACTOR shall make payment under this Contract within forty-five (45) calendar days of transfer of STATE property to CONTRACTOR.

3) Payment of an invoice 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.

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

C. 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.

D. Taxpayer ID

CONTRACTOR’S federal employer ID number is: 82-1525656

E. Purchasing Card STATE may make 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.

4. TERM OF CONTRACT

This Contract term (Term or Initial Term) begins on its Effective Date and ends on November 14th, 2026.

a. No Automatic Renewal

This Contract will not automatically renew.

b. Renewal Option

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

c. Extension Option

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

5. 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 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 or continued at levels sufficient to allow for purchase of the services or goods in the indicated quantities or term.

2) If federal or state laws or rules are modified or interpreted in a way that the services or goods 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 or goods required by this Contract within the time specified or any extension agreed to in writing 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.

6. FORCE MAJEURE

Neither Party shall be held responsible for delay or default caused by fire, riot, terrorism, pandemic (excluding COVID-19), acts of God, or war if the event was not foreseeable through the exercise of reasonable diligence by the affected Party, 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. If CONTRACTOR is the affected Party and does not resume performance within fifteen (15) days or another period agreed between the Parties, then STATE may seek all available remedies, up to and including termination of this Contract pursuant to its Termination Section, and STATE shall be entitled to a pro-rata refund of any amounts paid for which the full value has not been realized, including amounts paid toward software subscriptions, maintenance, or licenses.

7. INDEMNIFICATON

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

8. INSURANCE

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

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. Coverage must include response costs and third-party liability resulting from unauthorized access to data contained in electronic waste.

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

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

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

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

1) Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. Optional Provision: The amount of any deductible or self-retention is subject to approval by the State.

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

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

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

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

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

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

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

9. 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.

10. 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.

11. NOTICE

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

STATE CONTRACTOR

Sara Bilden Justin Krom State Procurement Officer President 600 East Boulevard Avenue 4013 Valley Drive Bismarck, ND, 58505 Bismarck, ND 58503 sbilden@nd.gov info@ndewaste.com

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.

12. 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.

13. 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 the public records law and to comply with STATE’s instructions on how to respond to such request.

14. THIRD-PARTY SECURITY

CONTRACTOR shall undergo the third-party security questionnaire on an annual basis at no cost to the STATE, unless CONTRACTOR has received FedRAMP, StateRAMP, or HiTrust certification.

CONTRACTOR shall provide complete questionnaire within twenty-one (21) calendar days of receiving a written request. CONTRACTOR shall undergo the third-party security questionnaire when a breach has occurred.

15. 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.

16. 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 in accordance with the Termination for Cause section of this Contract.

CONTRACTOR may enter 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.

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

17. 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.

18. MERGER AND MODIFICATION, CONFLICT IN DOCUMENTS

This Contract, including the following documents, constitutes the entire agreement between the Parties.

There are no understandings, agreements, or representations, oral or written, not specified within this Contract. This Contract may not be modified, supplemented or amended, in any manner, except by written agreement signed by both Parties.

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

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

b. STATE’s Best and Final Offer Request for Proposal (“RFP”) number 110.7-23-107 dated

12.02.2024;

c. STATE’s Solicitation Amendment #1 to Request for Proposal (“RFP”) number 110.7-23-107 dated 10.15.2024;

d. STATE’s Request for Proposal (“RFP”) number 110.7-23-107, dated 10.02.2024;

e. CONTRACTOR’s proposal dated 10.28.2024 in response to RFP number 110.7-23-107.

f. 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.

19. 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.

20. 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.

21. ALTERNATIVE DISPUTE RESOLUTION – JURY TRIAL

By entering 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.

22. 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.

23. 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 all licenses and permits required by law during the Term of this Contract all licenses and permits required by law.

CONTRACTOR is prohibited from boycotting Israel for the duration of this Contract. (See N.D.C.C § 54- 44.4-15.) CONTRACTOR represents that it does not and will not engage in a boycotting Israel during the term of this Contract. If STATE receives evidence that CONTRACTOR boycotts Israel, STATE shall determine whether the company boycotts Israel. The foregoing does not apply to contracts with a total value of less than $100,000 or if CONTRACTOR has fewer than ten full-time employees.

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.

24. STATE AUDIT

Pursuant to N.D.C.C. § 54-10-19, 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 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.

25. COUNTERPARTS

This Contract may be executed in multiple, identical counterparts, each of which is be deemed an original, and all of which taken together shall constitute one and the same contract.

26. 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 &

Budget

BY: BY:

Printed Name: Printed Name: Sara Bilden Title: Title: State Procurement Officer Date: Date:

02/04/2025

ND E-waste LLC Justin Krom (Feb 5, 2025 09:39 CST)

Justin Krom

Justin Krom

02/05/2025 President https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAANeCamfOr93Rh0l3muLalsAmls44dYDKG

ATTACHMENT # 4

PARTICIPATING ADDENDUM

State of North Dakota Term Contract 340 E-Waste Disposal & Recycling Services

(NAME OF PARTICIPATING ENTITY)

1. Scope: This Participating Addendum covers the use of this contract for E-waste Disposal and Recycling by the North Dakota Office of Management and Budget State Procurement Office (PURCHASING ENTITY), under the Contract No. 340.

2. Changes: This Participation Addendum shall be subject to the terms and conditions of the State of

North Dakota Term Contract 340 for E-Waste Disposal and Recycling Services, except for the following approved changes:

A. Customer Pick Up location:

B. Payment/Billing Instructions: For collection purposes, mileage at the state rate may be subtracted from the total STATE reimbursement beginning at a radius 10 miles from the contractor’s location of business.

C. Optional (Omit if not required to include additional conditions relative to participating entity)

D. Reporting Requirements - (insert PURCHASING ENTITY’s requirements).

3. Primary Participating Entity Contact:

The primary participating entity contact for this participating addendum is as follows:

Contact Name: Insert Name of Purchasing Entity Contact Participating Entity Name: <Name> Street Address:

Telephone:

Fax:

E-mail:

4. Primary Contractor Contact:

The primary Contractor contact for this participating addendum is as follows:

Name:

Contractor:

Address:

Telephone:

Toll Free Number:

Fax:

E-mail:

5. The State of North Dakota Term Contract 340 Number must be shown on all Purchase Orders issued against this Agreement.

This Addendum and the State Term Contract 340 Agreement together with its exhibits, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Addendum and the Term Contract Agreement, together with its exhibits, shall not be added to or incorporated into this Addendum or the Price Agreement and its exhibits, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Addendum and the Term Contract Agreement and its exhibits shall prevail and govern in the case of any such inconsistent or additional terms.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by Contractor below.

Signatures as required by North Dakota State Statutes, Rules or Policies:

NAME OF PURCHASING ENTITY NAME OF CONTRACTOR

Signed: Signed:

Printed Name: Printed Name:

Title: Title:

Date: Date:

EXHIBIT A

Edit record to fit STATE needs/requirements.

Quantity Item Description

Serial # or Surplus Transfer #-(document only if laptop, desktop or solid state drive)

Method of Disposal: Recycle, Resale, or Destruction

Date of Disposal

State Contract 340 Electronic Waste Disposal Record

STATE ENTITY ADDRESS

STATE ENTITY NAME

ND E-Waste CONTRACT Executed Final Audit Report 2025-02-05

Created: 2025-02-04

By: Sara Bilden (sbilden@nd.gov)

Status: Signed

Transaction ID: CBJCHBCAABAANeCamfOr93Rh0l3muLalsAmls44dYDKG

"ND E-Waste CONTRACT Executed" History Document created by Sara Bilden (sbilden@nd.gov) 2025-02-04 - 8:17:01 PM GMT- IP address: 165.234.252.245

Document emailed to info@ndewaste.com for signature

2025-02-04 - 8:20:29 PM GMT

Email viewed by info@ndewaste.com 2025-02-04 - 9:12:40 PM GMT- IP address: 104.28.104.23

Signer info@ndewaste.com entered name at signing as Justin Krom 2025-02-05 - 3:39:43 PM GMT- IP address: 96.3.39.104

Document e-signed by Justin Krom (info@ndewaste.com) Signature Date: 2025-02-05 - 3:39:45 PM GMT - Time Source: server- IP address: 96.3.39.104

Agreement completed.

2025-02-05 - 3:39:45 PM GMT