RFP Document.pdf

Dated 1/02/25

STATE OF SOUTH DAKOTA

SOUTH DAKOTA DEPARTMENT OF TOURISM

711 E WELLS AVE

PIERRE SD 57501

FULFILLMENT SERVICES

PROPOSALS ARE DUE NO LATER THAN

FEBRUARY 14, 2025

RFP #: 25RFP12489 State POC: EMAIL:

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PRIMARY CONTACT INFORMATION

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1.0 GENERAL INFORMATION

1.1 PURPOSE OF REQUEST FOR PROPOSAL (RFP)

The South Dakota Department of Tourism is requesting proposals to provide warehouse and fulfillment services for the official state vacation guide as well as other various niche interest publications produced by the department. The requested proposals will include infrastructure and equipment, storage, printing, labeling, presort, distribution and reporting for both domestic and international shipments. The successful bidder must guarantee confidentiality of all data owned by the South Dakota Department of Tourism, and that all data will be kept secure and not shared with other entities.

Tourism, and that all data will be kept secure and not shared with other entities.

1.2 ISSUING OFFICE AND RFP REFERENCE NUMBER

The South Dakota Department of Tourism is the issuing office for this document and all subsequent addenda relating to it, on behalf of the State of South Dakota. The reference number for the transaction is RFP #25RFP12489. This number must be referred to on all proposals, correspondence, and documentation relating to the RFP.

1.3 SCHEDULE OF ACTIVITIES (SUBJECT TO CHANGE)

RFP Publication January 3, 2025 Offeror Questions Due Responses to Offeror Questions

January 30, 2025 February 5, 2025

Proposal Submission February 14, 2025 Proposal Revisions (if required) February 19, 2025 Anticipated Award Decision/Contract Negotiation

March 3, 2025

1.4 SUBMITTING YOUR PROPOSAL

All proposals must be completed and received by the South Dakota Department of Tourism by the date and time indicated in the Schedule of Activities.

Proposals received after the deadline will be late and ineligible for consideration.

An original and three identical copies of the proposal shall be submitted.

All proposals must be signed, in ink, by an officer of the responder, legally authorized to bind the responder to the proposal, and sealed in the form intended by the respondent. Proposals that are not properly signed may be rejected. The sealed envelope should be marked with the appropriate RFP Number and Title. Proposals should be addressed and labeled as follows:

REQUEST FOR PROPOSAL #25RFP12489

PROPOSAL DUE: February 14, 2025

Thad Friedeman

Department of Tourism 711 E Wells Ave Pierre SD 57501

Thad.Friedeman@TravelSouthDakota.com 605-773-5329

No proposal shall be accepted from, or no contract or purchase order shall be awarded to any person, firm or corporation that is in arrears upon any obligations to the State of South Dakota, or that otherwise may be deemed irresponsible or unreliable by the State of South Dakota.

1.5 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND

VOLUNTARY EXCLUSION – LOWER TIER COVERED TRANSACTIONS

By signing and submitting this proposal, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation, by any Federal department or agency, from transactions involving the use of Federal funds. Where the offeror is unable to certify to any of the statements in this certification, the bidder shall attach an explanation to their offer.

1.6 NON-DISCRIMINATION STATEMENT

The State of South Dakota requires that all contractors, vendors, and suppliers doing business with any State agency, department, or institution, provide a statement of non-discrimination. By signing and submitting their proposal, the offeror certifies they do not discriminate in their employment practices with regard to race, color, creed, religion, age, sex, ancestry, national origin or disability.

1.7 CERTIFICATION RELATING TO PROHIBITED ENTITY

For contractors, vendors, suppliers, or subcontractors who enter into a contract with the State of South Dakota by submitting a response to this solicitation or agreeing to contract with the State, the bidder or offeror certifies and agrees that the following information is correct:

The bidder or offeror, in preparing its response or offer or in considering proposals submitted from qualified, potential vendors, suppliers, and subcontractors, or in the mailto:Thad.Friedeman@TravelSouthDakota.com solicitation, selection, or commercial treatment of any vendor, supplier, or subcontractor, is not an entity, regardless of its principal place of business, that is ultimately owned or controlled, directly or indirectly, by a foreign national, a foreign parent entity, or foreign government from China, Iran, North Korea, Russia, Cuba, or Venezuela, as defined by SDCL 5-18A. It is understood and agreed that, if this certification is false, such false certification will constitute grounds for the State to reject the bid or response submitted by the bidder or offeror on this project and terminate any contract awarded based on the bid or response. The successful bidder or offeror further agrees to provide immediate written notice to the contracting executive branch agency if during the term of the contract it no longer complies with this certification and agrees such may be grounds for contract termination.

1.8 RESTRICTION OF BOYCOTT OF ISRAEL

For contractors, vendors, suppliers, or subcontractors with five (5) or more employees who enter into a contract with the State of South Dakota that involves the expenditure of one hundred thousand dollars ($100,000) or more, by submitting a response to this solicitation or agreeing to contract with the State, the bidder or offeror certifies and agrees that the following information is correct:

The bidder or offeror, in preparing its response or offer or in considering proposals submitted from qualified, potential vendors, suppliers, and subcontractors, or in the solicitation, selection, or commercial treatment of any vendor, supplier, or subcontractor, has not refused to transact business activities, has not terminated business activities, and has not taken other similar actions intended to limit its commercial relations, related to the subject matter of the bid or offer, with a person or entity on the basis of Israeli national origin, or residence or incorporation in Israel or its territories, with the specific intent to accomplish a boycott or divestment of Israel in a discriminatory manner. It is understood and agreed that, if this certification is false, such false certification will constitute grounds for the State to reject the bid or response submitted by the bidder or offeror on this project and terminate any contract awarded based on the bid or response. The successful bidder or offeror further agrees to provide immediate written notice to the contracting executive branch agency if during the term of the contract it no longer complies with this certification and agrees such noncompliance may be grounds for contract termination.

1.9 CERTIFICATION OF NO STATE LEGISLATOR INTEREST

Offeror (i) understands neither a state legislator nor a business in which a state legislator has an ownership interest may be directly or indirectly interested in any contract with the State that was authorized by any law passed during the term for which that legislator was elected, or within one year thereafter, and (ii) has read South Dakota Constitution Article 3, Section 12 and has had the opportunity to seek independent legal advice on the applicability of that provision to any Agreement entered into as a result of this RFP. By signing an Agreement pursuant to this RFP, Offeror hereby certifies that the Agreement is not made in violation of the South Dakota Constitution Article 3, Section 12.

as a result of this RFP. By signing an Agreement pursuant to this RFP, Offeror hereby certifies that the Agreement is not made in violation of the South Dakota Constitution Article 3, Section 12.

1.10 MODIFICATION OR WITHDRAWAL OF PROPOSALS

Proposals may be modified or withdrawn by the offeror prior to the established due date and time.

No oral, telephonic, telegraphic or facsimile responses or modifications to informal, formal bids, or Request for Proposals will be considered.

1.11 OFFEROR INQUIRIES

Offerors may email inquiries concerning this RFP to obtain clarification of requirements. No inquiries will be accepted after the date and time indicated in the Schedule of Activities.

Inquiries must be emailed to Thad Friedeman at Thad.Friedeman@TravelSouthDakota.com with the subject line “RFP #25RFP12489”.

The State will to respond to offeror’s inquiries (if required) via e-mail. In addition, all inquiries and the State’s response will be posted on the state’s e-procurement system. Offerors may not rely on any other statements, either of a written or oral nature, that alter any specification or other term or condition of this RFP. Offerors will be notified in the same manner as indicated above regarding any modifications to this RFP.

1.12 PROPRIETARY INFORMATION

The proposal of the successful offeror(s) becomes public information. Proprietary information can be protected under limited circumstances such as client lists and non-public financial statements. An entire proposal may not be marked as proprietary. Offerors must clearly identify in the Executive Summary and mark in the body of the proposal any specific proprietary information they are requesting to be protected. The Executive Summary must contain specific justification explaining why the information is to be protected. Proposals may be reviewed and evaluated by any person at the discretion of the State. All materials submitted become the property of the State of South Dakota and may be returned only at the State's option.

1.13 LENGTH OF CONTRACT

The services under this Agreement shall commence on April 1, 2025 and end on June 30, 2028, unless sooner terminated pursuant to the terms hereof. The State shall have the option to renew the agreement under the same terms and conditions, for two (2) one (1) year intervals. Notice of intent to renew shall be given by the State to the Vendor as mutually agreed upon prior to the end of the current contract term. If the notice of intent to renew is given, the Agreement shall renew unless terminated by either party pursuant to the Termination Provision of the Agreement.

1.14 GOVERNING LAW

Venue for any and all legal action regarding or arising out of the transaction covered herein shall be solely in the State of South Dakota. The laws of South Dakota shall govern this transaction.

1.15 DISCUSSIONS WITH OFFERORS (ORAL PRESENTATION/NEGOTIATIONS)

An oral presentation by an offeror to clarify a proposal may be required at the sole discretion of the State. However, the State may award a contract based on the initial proposals received without discussion with the Offeror. If oral presentations are required, they will be scheduled after the submission of proposals. Oral presentations will be made at the offeror’s expense.

This process is a Request for Proposal/Competitive Negotiation process. Each Proposal shall be evaluated, and each respondent shall be available for negotiation meetings at the State’s request.

The State reserves the right to negotiate on any and/or all components of every proposal submitted. From the time the proposals are submitted until the formal award of a contract, each proposal is considered a working document and as such, will be kept confidential. The negotiation discussions will also be held as confidential until such time as the award is completed.

2.0 STANDARD CONTRACT TERMS AND CONDITIONS

Any contract or agreement resulting from this RFP will include, at a minimum, the substance of the contract terms and conditions as set forth in Appendix A. However, as part of the negotiation process, the language of a specific term or condition listed in Appendix B could be modified upon agreement between the State and the vendor. Additional terms and conditions may be required. In their response, the vendor must identify any specific contract term or condition they wish to negotiate and provide a brief summary of their issue.

3.0 BACKGROUND

3.1 ABOUT THE SOUTH DAKOTA DEPARTMENT OF TOURISM

The South Dakota Department of Tourism (‘Department of Tourism’ or ‘Tourism’) is located in the capital city of Pierre. It is the sole state agency responsible for branding and marketing the state as a vacation destination to a variety of audiences, including potential tourists and visitors (domestic and international), the travel trade industry, and members of the travel media.

Marketing the South Dakota brand, as well as our world-famous attractions, world-class national and state parks, dramatic landscapes, cultural and heritage attractions, unique history, and the arts, are key components of our work. The visitor industry in the state depends upon the

Department of Tourism to create comprehensive marketing campaigns that promote South Dakota as one of the nation’s most desired vacation destinations.

3.2 OUR MISSION

We enhance the quality of life for all South Dakotans by strengthening our communities and their tourism economies, encouraging responsible stewardship of our destination, and creating meaningful experiences for all to enjoy.

3.3 OUR VISION

With a spirit of freedom and optimism, South Dakota’s Great Faces and Great Places inspire and unite all visitors and residents through the transformational power of travel.

3.4 OUR GOALS

• Expand and enhance the South Dakota Brand

• Advance the development of our destination

• Advocate for responsible destination management

• Prioritize organizational excellence

• Year-round, bring visitors to the state through the promotion and elevation of the South

Dakota brand..

• Continue to increase the number of domestic and international visitors coming to the state, visitor spending, and length of stays.

• Position our brand and marketing to set the state apart and give us a competitive advantage as a vacation destination.

• Establish highly effective and cutting-edge advertising, marketing, and public relations campaigns that produce results and maximize ROI.

• Utilize cutting-edge research to maximize our marketing investments by targeting key consumer audiences, behaviors, and markets.

• Leverage innovative regional, national and international marketing partnerships to promote the South Dakota brand and increase visitation.

3.5 ECONOMIC IMPACT OF TOURISM

The Department of Tourism has experienced steady growth every year for the past fourteen years. The tourism industry is one of the largest industries in South Dakota and has a significant economic impact upon state and local tax revenues and employment. In 2023, the visitor economy generated $384 million in state and local taxes and sustained a total of 57,835 jobs.

Also in 2023, South Dakota welcomed a record breaking 14.7 million visitors who spent $4.96 billion while in the state setting an all-time record.

3.6 CURRENT MARKETING

The South Dakota Department of Tourism emphasizes year-round marketing campaigns.

However, the major focus is on the peak summer season. In recent years, a greater emphasis has been placed on leisure marketing in the shoulder season, with much success. Pheasant hunting is also a major focus during the fall shoulder season. Given South Dakota’s popular national and state parks world-famous attractions and a plethora of winter activities, we continue our focus to promote our great state year-round.

3.7 2023 ANNUAL HIGHLIGHTS

To learn more about the South Dakota Department of Tourism, our marketing efforts, and the economic impact upon the state, we encourage Offerors to read our 2023 Annual Highlights at SDvisit.com.

4.0 SCOPE OF WORK

4.1 Provide storage and mailing services for approximately 195,000 (approx. 89 skids) South Dakota Vacation Guides; up to 350,000 (approx. 18-24 skids) South Dakota Highway maps and up to 100,000 Special Interest publications (fishing, hunting, snowmobiling, camping, tribal lands booklets, scenic drives, etc.). Prepare and mail all individual and bulk requests for tourism publications requested through the department’s 800 phone line, mail, email, and through the publications order request form on TravelSouthDakota.com. In addition to print publications, vendor is responsible for warehousing and shipping prize swag for a minimum of two separate ongoing promotional campaigns. Items currently range from small decals, medium posters, t-shirts, gloves to day packs (being the largest). The number of categorized items is currently 50-

60. This range of items has the potential to rise to as many as 80. Usage amount per year for a sample of our higher-volume publications, plus high month and low month shipping months:

• Highway Maps: 160,000 High: 48,000 (May) Low: 800 (Dec.)

• Vacation Guides: 115,000 High: 32,000 (May) Low: 800 (Dec.) Jan. to Aug. highest usage.

• A Guide to Tribal Nations: 17,500 High: 5,700 (May) Low: 116 (Dec.)

• Childrens’ Activity Book: 13,500 High: 10,200 (May) Low: 10 (Dec.)

• Fishing Handbook: 2,100 High: 260 (May) Low: 30 (Dec.)

• Forever 605 Sticker: 7,100 High: 2,600 (May) Low: 50 (Apr.)

• Other items range from a yearly use below one thousand to 5,000-6,000.

4.2 An assortment of publication packets comprises a minimum of six different publication requests.

The South Dakota Department of Tourism provides custom printed 9” x 12” and 6.5” x 9.5” paper packet envelopes to vendor. Vendor must also have a supply of equivalent polybag envelopes, should inventory zero out before replacements are available. Vendor is responsible for cartons and various types of packet envelopes for shipping different combinations of swag items. The basic packet weighs under 16 oz. with other packets weighing approx. 17-20 oz.

Majority of bulk orders consist of 30 vacation guides in a carton(s) and pre-boxed highway maps (240 ct.). Larger skid orders for vendor shows average between 500-1,500 lbs.

4.3 Provide database management services such as data cleansing, data transfer (via FTP, API, Dropbox or other service), standardization of database records, suppression lists, unsubscribe and deduplication. The majority of files will be delivered by our call center with approximately 40- 50 data fields such as ID, Name, Address, City, State, Zip, Travel month, travel year, email, interest categories, comments, IP etc. Bulk orders will be forwarded from the Department’s office personnel.

4.4 Conduct pre-sorting of packets for weight, size, zone and quantity to provide the most efficient and cost-effective mailing options. Use materials specified by client to build standardized packages.

4.5 Provide DPV/CASS verification services.

4.6 Describe the reporting of volume of records received, processed, sorted, delivered/undelivered, average cycle times for processing (from request date to delivery date), inventory and postage.

Other custom reports may be requested such as segmenting by geolocation, packet types or seasonality of request types, etc.

4.7 Conduct targeted mailings and personalized direct mail services using demographic and behavioral data provided by client.

4.8 Explain how your company is meeting all GDPR data security compliance regulations.

4.9 Provide details of industry standards for average packet delivery times by mailing type (bulk, parcel,1st class, 3rd class etc.) and your performance in comparison.

4.10 Manage the USPS postage account, manage problem resolution and provide other management tasks necessary to the delivery of the required services. This includes managing any freight claims that may arise.

4.11 Provide all office equipment, supplies, computer hardware and software needed to perform the bulk mail pre-sort process including; laser printing name, physical address, return address and OTC’s (2970) indicia onto 8.5 inch by 11 inch paper, hand inserting the sheet and up to 5 inserts into a polybag, machine sealing the polybag and general bulk sorting, sacking and tying.

4.12 Provide a dedicated account service representative who is assigned to this contract for regular communication via phone, and or email. The representative will be required to respond in a timely manner to requests for information and data from the State and its agents. In the absence of the assigned representative, a back-up person must be identified to maintain accessibility and constant account coverage.

4.13 Coordinate all communication with mailing agencies. This includes but is not limited to:

securing and maintaining a bulk mailing permit with the USPS , maintaining the balance in the bulk mail account, any information that the bulk mailings require to be sent to USPS and problem resolution with UPS, FedEx, regional and national freight management companies or other vendor services as needed to help resolve order shipping problems.

4.14 Explain your process for completing an address standardization procedure on the entire customer file.

4.15 Describe the process used to correct the person’s address for literature returns from bad addresses and non-deliverables.

4.16 Explain your process for staying in front of changes in postage rates and various shipping requirements for multiple shipment types and how you would assist in both identifying cost increases before they occur as well as any potential cost savings/opportunities.

4.17 The State periodically runs promotions for the vacation guide, which creates a spike in individual requests for travel materials. On average, daily guide requests tend to be below 300. During a promotion, that can increase to 2,000 in a day. Please describe your ability to manage these shifts in volume without creating delays for the traveler.

4.18 Please describe your proposed carrier(s) that are the most efficient (cost vs time) way to ship the requested literature and include how you ensure the quickest deliveries to the customer at the lowest rates.

4.19 Trade Show Information Management: Pack, ship and track trade show materials to ensure accurate and timely arrivals as requested by the state. These travel show cases can include partner materials and other items not normally distributed by the state. These take place domestically and in foreign countries and thus require passing through customs in a timely manner. Arrival dates are important as shipments often cannot be delivered too early nor too late.

4.20 Describe your process for receiving products and for inbound inspection for damage, quantities match and product identification.

4.21 Describe the process for how you assist clients in forecasting when a product will likely reach zero stock – e.g. weeks of supply calculations, minimum inventory settings etc.

4.22 Provide records of performance, including price and cost data from previous projects, quality of work, ability to meet schedules, cost control, and contract administration.

4.23 Provide the minimum and desired thresholds for postage account balance and process / policy for continuation of shipping when postage balances are exhausted.

4.24 Please provide a detailed breakdown of proposed budget structure that include (but not be limited

to) the following items:

• Postage & Shipping Materials

• Envelopes (outside of client supplied quantities for documents)

• Various cartons for swag shipments

• Handling

• Data Entry

• Packet Creation

• Label Production

• Technology

• Data Management / Synchronization

• Warehouse Storage (Itemized by space used / Monthly)

• Account Management & Reporting

• Miscellaneous / Additional Costs that you foresee from this business

5.0 PROPOSAL REQUIREMENTS AND COMPANY QUALIFICATIONS

5.1 The offeror is cautioned that it is the offeror's sole responsibility to submit information related to the evaluation categories and that the State of South Dakota is under no obligation to solicit such information if it is not included with the proposal. The offeror's failure to submit such information may cause an adverse impact on the evaluation of the proposal.

5.2 Offeror's Contacts: Offerors and their agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all of their questions or comments regarding the RFP, the evaluation, etc. to the buyer of record indicated on the first page of this RFP.

Offerors and their agents may not contact any state employee other than the buyer of record regarding any of these matters during the solicitation and evaluation process. Inappropriate contacts are grounds for suspension and/or exclusion from specific procurements. Offerors and their agents who have questions regarding this matter should contact the buyer of record.

5.3 Provide the following information related to at least three previous and current service/contracts, performed by the offeror’s organization, which are similar to the requirements of this RFP.

5.3.1 Name, address and telephone number of client/company and a representative of that company who may be contacted for verification of all information submitted;

5.3.2 Dates of the service/contract; and

5.3.3 A brief, written description of the specific prior services performed and requirements thereof.

5.4 Provide the following information:

5.4.1 Specialized expertise, capabilities, and technical competence as demonstrated by the proposed approach and methodology to meet the project requirements.

5.4.2 Contractor’s ability to perform the work in the designated timeframes.

5.4.3 Resources available to perform the work, including any specialized services, within the specified time limits for the project.

5.4.4 Record of past performance, including price and cost data from previous projects, quality of work, ability to meet schedules, cost control, and contract administration.

5.4.5 Ability and proven history in handling special project constraints.

5.4.6 Proposed project management techniques.

5.4.7 Availability to the project locale.

5.4.8 Familiarity with the project locale.

6.0 PROPOSAL RESPONSE FORMAT

6.1 In addition, the offeror should provide one (1) copy of their entire proposal, including all attachments, in Microsoft Word or PDF electronic format (flash drive, USB drive, etc.)

6.2 An original and 3 copies along with one electronic copy, including all attachments, in both Microsoft Word and PDF electronic formats should be provided.

6.3 The proposal should be page numbered and should have an index and/or a table of contents referencing the appropriate page number.

6.4 All proposals must be organized and tabbed with labels for the following headings:

6.4.1 RFP Form. The State’s Request for Proposal form (1st page of RFP) completed and signed.

6.4.2 Executive Summary. The one-to-two-page executive summary is to briefly describe the offeror's proposal. This summary should highlight the major features of the proposal. It must indicate any requirements that cannot be met by the offeror. The reader should be able to determine the essence of the proposal by reading the executive summary.

Proprietary information requests should be identified in this section.

6.4.3 Detailed Response. This section should constitute the major portion of the proposal and must contain at least the following information:

6.4.3.1 A complete narrative of the offeror's assessment of the work to be performed, the offeror’s ability and approach, and the resources necessary to fulfill the requirements. This should demonstrate the offeror's understanding of the desired overall performance expectations.

6.4.3.2 A specific point-by-point response, in the order listed, to each requirement in the

RFP. The response should identify each requirement being addressed as enumerated in the RFP.

6.4.3.3 A clear description of any options or alternatives proposed.

6.4.4 Cost Proposal. Cost will be evaluated independently from the technical proposal.

Offerors may submit multiple cost proposals. All costs related to the provision of the required services must be included in each cost proposal offered. See section 7.0 for more information related to the cost proposal.

7.0 PROPOSAL EVALUATION AND AWARD PROCESS

7.1 After determining that a proposal satisfies the mandatory requirements stated in the Request for Proposal, the evaluator(s) shall use subjective judgment in conducting a comparative assessment of the proposal by considering each of the following criteria:

• Specialized expertise, capabilities, and technical competence as demonstrated by the proposed approach and methodology to meet the project requirements.

• Resources available to perform the work, including any specialized services, within the specified time limits for the project.

• Record of past performance, including price and cost data from previous projects, quality of work, ability to meet schedules, cost control, and contract administration.

• Availability to the project locale to allow for the delivery of materials by industry partners and/or Department of Tourism staff as well as the option to make scheduled site visits by third party vendors or deliveries for travel shows.

• Familiarity with the project locale.

• Proposed project management techniques.

• Ability and proven history in handling special project constraints.

7.2 Experience and reliability of the offeror's organization are considered subjectively in the evaluation process. Therefore, the offeror is advised to submit any information which documents successful and reliable experience in past performances, especially those performances related to the requirements of this RFP.

7.3 The qualifications of the personnel proposed by the offeror to perform the requirements of this RFP, whether from the offeror's organization or from a proposed subcontractor, will be subjectively evaluated. Therefore, the offeror should submit detailed information related to the experience and qualifications, including education and training, of proposed personnel.

7.4 The State reserves the right to reject any or all proposals, waive technicalities, and make award(s) as deemed to be in the best interest of the State of South Dakota.

7.5 Award: The requesting agency and the highest ranked offeror shall mutually discuss and refine the scope of services for the project and shall negotiate terms, including compensation and performance schedule.

7.5.1 If the agency and the highest ranked offeror are unable for any reason to negotiate a contract at a compensation level that is reasonable and fair to the agency, the agency shall, either orally or in writing, terminate negotiations with the contractor. The agency may then negotiate with the next highest ranked contractor.

7.5.2 The negotiation process may continue through successive offerors, according to agency ranking, until an agreement is reached, or the agency terminates the contracting process.

8.0 COST PROPOSAL

The vendor will provide a proposed breakdown of costs and services based on the duties outlined under Scope of Work, Section 4.0. The breakdown to include but not limited to administrative and/or management costs, and the method used in determining and applying those costs.

9.0 AWARD

The requesting agency and the highest ranked offeror shall mutually discuss and refine the scope of services for the project and shall negotiate terms, including compensation and performance schedule.

9.1 If the agency and the highest ranked offeror are unable for any reason to negotiate a contract at a compensation level that is reasonable and fair to the agency, the agency shall, either orally or in writing, terminate negotiations with the offeror. The agency may then negotiate with the next highest ranked offeror.

9.2 The negotiation process may continue through successive offerors, according to agency ranking, until an agreement is reached, or the agency terminates the contracting process.

APPENDIX A

STATE OF SOUTH DAKOTA

CONTRACT FOR SERVICES

Between

State of South Dakota

[NAME OF CONTRACTOR] DEPARTMENT OF TOURISM

[ADDRESS] 711 E WELLS AVE.

[CITY, STATE, ZIP CODE] PIERRE, SD 57501

[TELEPHONE NUMBER]

Referred to as Contractor

Referred to as State

The State hereby enters into this agreement (Agreement) for services with Contractor in consideration of and pursuant to the terms and conditions set forth herein.

1. SCOPE OF SERVICES:

The purpose of this contract is to ___________ Contractor will perform those services described in the Work Plan, attached hereto as Exhibit A and by this reference incorporated herein.

2. PERIOD OF PERFORMANCE: This Agreement shall be effective on ________ and will end on _________, unless sooner terminated pursuant to the terms of this Agreement.

The State in its sole discretion may renew the Agreement under the same terms and conditions for up to two additional 24 month periods. Notice of intent to renew shall be given by the State to Contractor in writing prior to the end of the existing term of the Agreement. If notice of intent to renew is given, the Agreement shall renew unless terminated by either party pursuant to the Termination Provision of the Agreement.

3. USE OF EQUIPMENT, SUPPLIES AND FACILITIES:

Contractor will not use State equipment, supplies or facilities.

4. CONTRACTOR IDENTIFICATION:

Upon execution of this Agreement, Contractor will provide the State with Contractor’s Employer Identification Number, Federal Tax Identification Number or Social Security Number.

5. CONTRACT AMOUNT AND PAYMENT:

The State will make payment for services upon satisfactory completion of the services. The TOTAL CONTRACT AMOUNT is an amount not to exceed $ ________________. The State will not pay Contractor's expenses, including but not limited to travel, lodging and meals, as a separate item. Payment will be made pursuant to itemized invoices submitted with a signed state voucher. Payment will be made consistent with SDCL Ch. 5-26. Any overpayment of this Agreement shall be returned to the State within thirty (30) days after written notification to Contractor.

6. INDEMNIFICATION:

Contractor agrees to indemnify the State of South Dakota, its officers, agents, and employees, from and against all claims or proceedings for actions, suits, damages, liabilities, other losses or equitable relief that may arise at least in part as a result of an act or omission in performing services under this Agreement.

Contractor shall defend the State of South Dakota, its officers, agents, and employees against any claim, including any claim, action, suit, or other proceeding related to the claim. Contractor’s obligation to indemnify includes the payment of attorney fees and other costs of defense. In defending the State of South Dakota, its officers, agents, and employees, Contractor shall engage other professionals, subject to the written approval of the State which shall not be unreasonably withheld. Notwithstanding the foregoing, the State may, in its sole discretion and at the expense of Contractor, engage attorneys and other professionals to defend the State of South Dakota, its officers, agents, and employees, or to assist Contractor in the defense. This section does not require Contractor to be responsible for or defend against claims or proceedings for damages, liabilities, losses or equitable relief arising solely from errors or omissions of the State, its officers, agents or employees.

7. INSURANCE:

At all times during the term of this Agreement, Contractor shall obtain and maintain in force insurance coverage of the types and with the limits as follows:

A. Commercial General Liability Insurance:

Contractor shall maintain occurrence-based commercial general liability insurance or equivalent form of coverage with a limit of not less than one million dollars ($1,000,000) for each occurrence. If such insurance contains a general aggregate limit it shall apply separately to this Agreement or be no less than two times the occurrence limit. The insurance policy shall name the State of South Dakota, its officers and employees, as additional insureds, but liability coverage is limited to claims not barred by sovereign immunity. The State of South Dakota, its officers and employees do not hereby waive sovereign immunity for discretionary conduct as provided by law.

B. Professional Liability Insurance or Miscellaneous Professional Liability Insurance:

Contractor agrees to procure and maintain professional liability insurance or miscellaneous professional liability insurance with a limit not less than one million dollars ($1,000,000).

C. Business Automobile Liability Insurance:

Contractor shall maintain business automobile liability insurance or equivalent form with a limit of not less than one million dollars ($1,000,000) for each accident. This insurance shall include coverage for owned, hired and non-owned vehicles.

D. Worker’s Compensation Insurance:

Contractor shall procure and maintain workers’ compensation and employers’ liability insurance as required by South Dakota or federal law.

Before beginning work under this Agreement, Contractor shall furnish the State with properly executed Certificates of Insurance which shall clearly evidence all insurance required in this Agreement including naming the State, its officers and employees, as additional insureds, as set forth above. In the event of a substantial change in insurance, issuance of a new policy, cancellation or nonrenewal of the policy, Contractor agrees to provide immediate notice to the State and provide a new certificate of insurance showing continuous coverage in the amounts required. Contractor shall furnish copies of insurance policies if requested by the State.

8. TERMINATION:

This Agreement may be terminated by either party hereto upon thirty (30) days written notice. In the event Contractor breaches any of the terms or conditions hereof, this Agreement may be terminated by the State at any time with or without notice. If termination for a breach is affected by the State, any payments due to Contractor at the time of termination may be adjusted to cover any additional costs to the State because of Contractor's breach. Upon termination the State may take over the work and may award another party a contract to complete the work contemplated by this Agreement. If after the State terminates for a breach by Contractor it is determined that Contractor was not at fault, then Contractor shall be paid for eligible services rendered and expenses incurred up to the date of termination.

9. SURVIVAL FOLLOWING TERMINATION:

Any terms of this Agreement that would, by their nature or through the express terms of this Agreement, survive the expiration or termination of this Agreement shall so survive including but not limited to the indemnification, controlling law and venue, and sovereign immunity provisions.

10. FUNDING:

This Agreement depends upon the continued availability of appropriated funds and expenditure authority from the Legislature for this purpose. If for any reason the Legislature fails to appropriate funds or grant expenditure authority, or funds become unavailable by operation of law or federal funds reductions, this Agreement will be terminated by the State upon five (5) business days written notice. Contractor agrees that termination for any of these reasons is not a default by the State nor does it give rise to a claim against the State or any officer, agent or employee of the State, and Contractor waives any claim against the same.

11. CERTIFICATIONS

A. COMPLIANCE WITH EXECUTIVE ORDER 2020-01:

Executive Order 2020-01 provides that for contractors, vendors, suppliers or subcontractors with five

(5) or more employees who enter into a contract with the State that involves the expenditure of one hundred thousand dollars ($100,000) or more, by signing this Agreement Contractor certifies and agrees that it has not refused to transact business activities, has not terminated business activities, and has not taken other similar actions intended to limit its commercial relations, related to the subject matter of this Agreement, with a person or entity that is either the State of Israel, or a company doing business in or with Israel or authorized by, licensed by, or organized under the laws of the State of Israel to do business, or doing business in the State of Israel, with the specific intent to accomplish a boycott or divestment of Israel in a discriminatory manner. It is understood and agreed that, if this certification is false, such false certification will constitute grounds for the State to terminate this Agreement.

Contractor further agrees to provide immediate written notice to the State if during the term of this

Agreement it no longer complies with this certification and agrees such noncompliance may be grounds for termination of this Agreement.

B. COMPLIANCE WITH SDCL Ch. 5-18A:

Contractor certifies and agrees that the following information is correct:

The bidder or offeror is not an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, limited liability company, or other entity or business association, including all wholly-owned subsidiaries, majority-owned subsidiaries, parent companies, or affiliates, of those entities or business associations, regardless of their principal place of business, which is ultimately owned or controlled, directly or indirectly, by a foreign parent entity from, or the government of, the People’s Republic of China, the Republic of Cuba, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Russian Federation, or the Bolivarian Republic of Venezuela.

It is understood and agreed that, if this certification is false, such false certification will constitute grounds for the purchasing agency to reject the bid or response submitted by the bidder or offeror on this project and terminate any contract awarded based on the bid or response, and further would be cause to suspend and debar a business under SDCL § 5-18D-12.

The successful bidder or offeror further agrees to provide immediate written notice to the purchasing agency if during the term of the contract it no longer complies with this certification and agrees such noncompliance may be grounds for contract termination and would be cause to suspend and debar a business under SDCL § 5-18D-12.

C. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND

VOLUNTARY EXCLUSION:

By signing this Agreement, Contractor certifies that neither Contractor nor its principals are presently debarred, suspended, proposed for debarment or suspension, or declared ineligible from participating in transactions by the federal government or any state or local government department or agency.

Contractor further agrees that it will immediately notify the State if during the term of this Agreement Contractor or its principals become subject to debarment, suspension or ineligibility from participating in transactions by the federal government, or by any state or local government department or agency.

D. CERTIFICATION OF NO STATE LEGISLATOR INTEREST:

Contractor (i) understands neither a state legislator nor a business in which a state legislator has an ownership interest may be directly or indirectly interested in any contract with the State that was authorized by any law passed during the term for which that legislator was elected, or within one year thereafter, and (ii) has read South Dakota Constitution Article 3, Section 12 and has had the opportunity to seek independent legal advice on the applicability of that provision to this Agreement. By signing this Agreement, Contractor hereby certifies that this Agreement is not made in violation of the South Dakota Constitution Article 3, Section 12.

12. NOTICE:

Any notice or other communication required under this Agreement shall be in writing and sent to the address set forth above. Notices shall be given by and to ___________ on behalf of the State, and by and to __________, on behalf of Contractor, or such authorized designees as either party may from time to time designate in writing. Notices or communications to or between the parties shall be deemed to have been delivered when mailed by first class mail, provided that notice of default or termination shall be sent by registered or certified mail, or, if personally delivered, when received by such party.

13. CONTROLLING LAW AND VENUE:

This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to any conflicts of law principles, decisional law, or statutory provision which would require or permit the application of another jurisdiction’s substantive law. Venue for any lawsuit pertaining to or affecting this Agreement shall be in the Circuit Court, Sixth Judicial Circuit, Hughes County, South Dakota.

14. INDEPENDENT CONTRACTOR:

While performing services hereunder, Contractor is an independent contractor and not an officer, agent, or employee of the State of South Dakota.

15. THIRD PARTY BENEFICIARIES:

This Agreement is intended to govern only the rights and interests of the parties named herein. It is not intended to create, does not and may not be relied upon to create, any rights, substantive or procedural, enforceable at law by any third party in any matters, civil or criminal.

16. ASSIGNMENT AND AMENDMENT:

This Agreement may not be assigned without the express prior written consent of the State. This Agreement may not be amended except in writing, which writing shall be expressly identified as a part hereof and be signed by an authorized representative of each of the parties hereto.

17. COMPLIANCE: Contractor will comply in full with all federal, tribal, state and local laws, regulations, ordinances, guidelines, permits, requirements and other standards applicable to the services provided under this Agreement and will be solely responsible for obtaining current information regarding the foregoing.

Nothing herein shall constitute a waiver by the State to any defense to jurisdiction nor shall anything herein constitute an acknowledgement by the State that any tribe has or exercises any jurisdiction over this Agreement or the parties.

18. REPORTING:

Contractor agrees to report to the State any event encountered in the course of performance of this Agreement which results in an injury to any person or property, or which may otherwise subject Contractor, or the State of South Dakota or its officers, agents or employees to liability. Contractor shall report any such event to the State immediately upon discovery.

Contractor's obligation under this section shall only be to report the occurrence of any event to the State and to make any other report provided for by their duties or applicable law. Contractor's obligation to report shall not require disclosure of any information subject to privilege or confidentiality under law (e.g., attorney-client communications). Reporting to the State under this section shall not excuse or satisfy any obligation of Contractor to report any event to law enforcement or other entities under the requirements of any applicable law.

19. SUBCONTRACTING:

Contractor may not use subcontractors to perform the services described herein without the express prior written consent of the State. Contractor will include provisions in its subcontracts requiring its subcontractors to comply with the applicable provisions of this Agreement, to indemnify the State, and to provide insurance coverage in a manner consistent with this Agreement. Contractor will cause its subcontractors, agents, and employees to comply with applicable federal, tribal, state, and local laws, regulations, ordinances, guidelines, permits and other standards and will adopt such review and inspection procedures as are necessary to assure such compliance. The State, at its option, may require the vetting of any subcontractors. Contractor shall assist in the vetting process.

20. STATE’S RIGHT TO REJECT:

The State reserves the right to reject any person from performing services under this Agreement who the State believes would be detrimental to the services, presents insufficient skills, presents inappropriate behavior or is considered by the State to be a security risk.

21. SEVERABILITY:

In the event that any court of competent jurisdiction shall hold any provision of this Agreement unenforceable or invalid, such holding shall not invalidate or render unenforceable any other provision hereof.

22. MERGER:

All other prior discussions, communications and representations concerning the subject matter of this Agreement are superseded by the terms of this Agreement, and except as specifically provided herein, this Agreement constitutes the entire agreement with respect to the subject matter hereof.

23. FORCE MAJEURE:

Notwithstanding anything in this Agreement to the contrary, neither party shall be liable for any delay or failure to perform under the terms and conditions of this Agreement, if the delay or failure is caused by war, terrorist attacks, riots, civil commotion, fire, flood, quarantine, epidemic, pandemic, earthquake or any act of God, or other causes beyond the party’s reasonable control provided, however, that in order to be excused from delay or failure to perform, the party must act diligently to remedy the cause of such delay or failure and must give notice to the other party as provided in this Agreement as soon as reasonably possible of the length and cause of the delay in performance.

24. WAIVER OF BREACH:

The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision in this Agreement.

25. HEADINGS:

The headings in this Agreement are for convenience and reference only and shall not govern, limit, modify or in any manner affect the scope, meaning, or intent of the provisions of this Agreement.

26. AUTHORITY TO EXECUTE:

Contractor represents and warrants that:

A. Contractor is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power…