CDWG+Participating+Addendum.pdf

NASPO ValuePoint

PARTICIPATING ADDENDUM

SOFTWARE VALUE ADDED RESELLER (SVAR)

LED BY THE STATE OF ARIZONA

Master Agreement #: CTR060021 Contractor: CDW Government, LLC (CDW-G) Participating Entity: STATE OF NORTH DAKOTA

This Participating Addendum is entered into by Contractor and Participating Entity (collectively, the “Parties”).

Scope and Participation:

1. Scope:

☐ This Participating Addendum includes the entire scope of the products and services available through the Master Agreement referenced above.

☒ This Participating Addendum includes the entire scope of the products and services available through the Master Agreement referenced above, except the following:

Software titles excluded from this Participating Addendum include:

• Adobe (only excluded for state agencies)

• Barracuda (only excluded for state agencies)

• Cisco (only excluded for state agencies)

• ESRI (excluded for state agencies and higher ed)

• Microsoft (excluded for state agencies and higher ed)

• Oracle (only excluded for state agencies)

Any scope exclusions specified herein apply only to this Participating Addendum and shall not amend or affect other participating addendums or the Master Agreement itself.

2. Participation: This Participating Addendum is available for use by the Participating State’s entities, governmental boards and commissions, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, nonprofit entities established on behalf of public entities, tribal agencies, and the International Peace Garden). Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

3. Term:

☒ This Participating Addendum shall become effective as of April 1, 2023, and shall terminate upon the expiration or termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

☐ This Participating Addendum shall become effective as of the date of the last signature below and shall terminate on [date], unless terminated sooner or otherwise amended in accordance with the terms set forth herein. Notwithstanding the previous, in no event shall the term of the Participating Addendum exceed the term of the Master Agreement, as amended.

4. Primary Contacts: The following (or their named successors) are the primary contact individuals for this Participating Addendum:

CONTRACTOR:

Name: Heather Kohls

Address: 625 W Adams St, Chicago IL 60661

Telephone: (847) 465-6000

Fax:

Email: Heather.Kohls@cdwg.com

Participating Entity:

Name: Tricia Opp

Address: 600 East Boulevard Ave, Dept 012, Bismarck, ND 58505

Telephone: 701.328.1721

Fax: 701.328.1615

Email: topp@nd.gov

Participating Entity Modifications and Additions to the Master Agreement

☐ This Participating Addendum incorporates all terms and conditions of the Master Agreement as applied to the Participating Entity and Contractor.

☒ This Participating Addendum incorporates all terms and conditions of the Master Agreement as applied to the Participating Entity and Contractor, subject to the following limitations, modifications, and additions:

Any limitations, modifications, or additions specified herein apply only to the agreement and relationship between Participating Entity and Contractor and shall not amend or affect other participating addendums or the Master Agreement itself.

A. Payment of Taxes by Participating Entity: Participating Entity is not responsible for and will not pay local, state, or federal taxes. Participating Entity sales tax exemption number is E-2001. Participating Entity will furnish certificates of exemption evidencing tax exempt status prior to placing its first order. (Supplementing Master Agreement Special Terms and Conditions, 4.2 Applicable Taxes)

B. Termination for Lack of Funding or Authority: Participating Entity, by written notice to

Contractor, may terminate the whole or any part of this Participating Addendum, or order entered into underneath this Participating Addendum under any of the following conditions (Supplementing Master Agreement Uniform Terms and Conditions, 9.0 Contract Termination):

mailto:Heather.Kohls@cdwg.com mailto:Heather.Kohls@cdwg.com

i. 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.

ii. 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 Participating Addendum or are no longer eligible for the funding proposed for payments authorized by this Participating Addendum.

iii. If any license, permit, or certificate required by law or rule, or by the terms of this Participating Addendum, is for any reason denied, revoked, suspended, or not renewed.

C. Alternative Dispute Resolution: Participating Entity does not agree to any form of binding arbitration, mediation, or other forms of mandatory alternative dispute resolution.

The parties have the right to enforce their rights and remedies in judicial proceedings.

Participating Entity does not waive any right to a jury trial. (Replaces Special Terms and Conditions, 10.2 Mandatory Arbitration)

D. Injunctive Relief: Contractor shall promptly (but in no event less than seventy-two (72) hours after discovery) report to Participating Entity any and all unauthorized disclosures or uses of Participating Entity’s confidential information or proprietary information of which Contractor or its staff is aware or has knowledge. Contractor acknowledges that any unauthorized publication or disclosure of Participating Entity’s confidential information or proprietary information to others may cause immediate and irreparable harm to Participating Entity. If Contractor should publish or disclose such confidential information or proprietary information without authorization, Participating Entity shall immediately be entitled to or any other remedies to which it is entitled under law or equity without requiring a cure period. (Supplementing Master Agreement terms and conditions)

E. Indemnification: The legal defense provided by Contractor to the Participating Entity under this provision must be free of any conflicts of interest, even if retention of separate legal counsel for the Participating Entity is necessary. Any attorney appointed to represent the Participating Entity 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.

(Supplementing Master Agreement Special Terms and Conditions, 6.3 Indemnification)

F. Insurance: Contractor shall provide Participating Entity a certificate of insurance including

State of ND as an additional insured based on the limits of insurance listed in Master Agreement Special Terms and Conditions, 6.2 Contractor Insurance Requirements.

G. Technology Standards: When Participating Entity requires services, Contractor shall comply with applicable Participating Entity enterprise architecture technology standards.

These standards can be found on Participating Entity’s website at https://www.ndit.nd.gov/standards. If Contractor is unable to comply with any applicable standard, Contractor shall request a waiver from that requirement by submitting a Request for Exemption from Information Technology Standards or Statutory Policies (SFN 51687) form in coordination with Participating Entity’s procurement officer for the Participating https://www.ndit.nd.gov/standards https://www.ndit.nd.gov/standards

Entity’s review and approval or disapproval. (Supplements Master Agreement terms and conditions)

H. Work Product: When Participating Entity requires services, all work product, equipment or materials delivered to Participating Entity or purchased by Participating Entity under this Participating Addendum belong to Participating Entity and must be promptly delivered to Participating Entity at Participating Entity's request upon termination of this Participating Addendum. Participating Entity’s rights to work product will be, upon payment in full, a non-transferable, non-exclusive, royalty-free license to use such work product solely for Participating Entity’s internal use. Participating Entity obtains no ownership or other property rights thereto. Participating Entity agrees that Contractor may incorporate intellectual property created by third parties into the work product and that Participating Entity’s right to use such work product may be subject to the rights of, and limited by agreements with, such third parties. (Supplements Master Agreement terms and conditions)

I. Travel Expenses: When Participating Entity requires travel for requested services, Participating Entity shall reimburse Contractor for expenses related to travel at amounts not to exceed those outlined below:

i. Lodging: Reimbursement shall not exceed the then-current, published GSA rate for the travel location. Copies of receipts are required for lodging reimbursement.

Participating Entity shall not reimburse for incidental and miscellaneous expenses charged to the room, including: alcohol, telephone charges, or entertainment (e.g., movies).

ii. Transportation: Air travel shall be reimbursed by Participating Entity at the actual cost of airfare for coach class travel only. Contractor shall make air travel arrangements at least fourteen (14) days in advance whenever possible.

Reimbursement for rented, chartered, or contracted vehicle transportation shall be limited to reasonable rates as determined by Participating Entity.

iii. Meals: Meals shall be paid on a per diem basis for each day of travel at then-current, published GSA per diem rate for the travel location. Per diem for the first and last day of travel shall be paid at seventy-five percent (75%) of the GSA per diem rate. Requests for per diem payments must include the start and end dates of travel, the location where the services are performed, and the allowable per diem amount for each trip on the billing/invoice.

Payment for any travel expenses that exceed the travel budget as agreed upon by the Parties must be approved by Participating Entity’s project manager. (Supplements Master Agreement terms and conditions)

J. Retainage: When Participating Entity requires services, deliverable payments may be subject to retainage. Retained percentage will be defined in the service request. Retained amounts due to Contractor shall be paid upon Final Acceptance (Supplements Master Agreement terms and conditions).

K. Personnel: (Supplements Master Agreement Special Terms and Conditions, 7.2

Contractor Personnel)

i. When required by Participating Entity, Contractor will designate a Project Manager and provide individuals to meet the requirements and accomplish the work as stated in this Participating Addendum including any mutually agreed upon Scope of Work.

ii. Contractor agrees any substitution made pursuant to this paragraph must be of equal or higher skills, knowledge, and abilities than those personnel originally proposed, and that Participating Entity’s approval of a substitution is not construed as an acceptance of the substitution’s performance potential. Participating Entity agrees that an approval of a substitution will not be unreasonably withheld.

iii. Upon request by Participating Entity, Contractor shall replace any Contractor or subcontractor personnel that Participating Entity determines, in its sole discretion, to be unable to perform the responsibilities of this Participating Addendum acceptably, e.g., inappropriate or unprofessional personal conduct, professional inabilities, etc.

(Supplements Master Agreement Special Terms and Conditions, 16.8 Background Checks)

iv. Participating Entity may require background checks for Contractor staff, subcontractors, or other individuals. When applicable, the background check requirement will be described in a Statement of Work.

L. Project Management: When services are required, the following items may apply as required by the Participating Entity (Supplements Master Agreement terms and conditions):

i. Reporting - Contractor shall deliver reports as agreed in the Scope of Work to include Contractor’s progress on the project and meeting the objective/deliverables as stated in the Scope of Work. Reports may also include project variance in accordance with N.D.C.C. § 54-59-23.

ii. Integrated Change Control Process

(a) Contractor and Participating Entity will utilize an integrated change control request process to manage changes during the life of a project.

(b) Each change request duly authorized in writing by the Parties shall be incorporated into and considered part of the Scope of Work under this Participating Addendum.

(c) During the course of this Participating Addendum, if Contractor determines or could reasonably determine any Participating Entity actions or directions constitute a requirement to perform additional work, Contractor shall notify Participating Entity within thirty (30) calendar days that Participating Entity has requested Contractor to perform additional work in the form of a change request utilizing the process above. Contractor understands that it waives the right to request additional time and reimbursable costs if Contractor fails to notify Participating Entity within thirty (30) calendar days of determining or reasonably being able to determine that any Participating Entity actions or directions constitute a requirement to perform additional work http://www.legis.nd.gov/cencode/t54c59.pdf http://www.legis.nd.gov/cencode/t54c59.pdf under this Participating Addendum.

iii. Deliverable Acceptance

(a) Upon completion of a deliverable, Contractor will furnish Participating Entity with the deliverable and associated documentation, the expected performance, and agreed upon Acceptance Criteria.

(b) After receipt of each deliverable, Participating Entity will have five (5) working days or a different period of time as is agreed to by the Parties, in which to accept or reject each item in writing. Participating Entity will accept by signature. If Participating Entity rejects it, Participating Entity will specify in writing its grounds for rejection and Contractor shall use its best efforts to revise any issues for the deliverables to be acceptable to Participating Entity within the following five (5) working days. If Participating Entity rejects it a second time, Participating Entity will have the option of repeating the procedure as described in this acceptance statement above, escalating the issue to the appropriate Participating Entity contact or terminating this Participating Addendum upon written notice to Contractor.

iv. For purposes of this Participating Addendum, unless otherwise agreed upon in a Statement of Work or SOW, “Final Acceptance” means -

(a) The successful completion and acceptance of all deliverables as stated in the Scope of Work in accordance with the deliverable acceptance process above.

M. SaaS and Software Licensing: Participating Entity’s rights in Software, including SaaS, will be governed by the Publisher’s standard end user license agreement, unless the State or Participating Entity has negotiated alternative terms directly with the Publisher in which case the alternative terms will govern.

N. Data Processing and Location: Contractor shall only access, transmit, process, and store Participating Entity Data within the continental United States. (Supplements Master Agreement Uniform Terms and Conditions, 3.11 Offshore Performance of Work Prohibited)

O. Confidentiality: Contractor shall not use or disclose any information it receives from

Participating Entity under this Participating Addendum that Participating Entity has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Participating Addendum or as authorized in advance by Participating Entity. Participating Entity shall not disclose any information it receives from Contractor that Contractor has previously identified as confidential and that Participating Entity 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 Participating Entity and Contractor to maintain confidentiality of information under this section continues beyond the Term of this Participating Addendum.

(Supplements Master Agreement Special Terms and Conditions, 13.2 Data Protection and Confidentiality of Information)

P. Spoliation – Notice of Potential Claims: Contractor shall promptly notify Participating http://www.legis.nd.gov/cencode/t44c04.pdf http://www.legis.nd.gov/cencode/t44c04.pdf

Entity of all potential claims that arise or result from this Participating Addendum.

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 Participating Entity the opportunity to review and inspect such evidence, including the scene of an accident. (Supplements Master Agreement terms and conditions)

Q. Applicable Law and Venue: This Participating Addendum is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Participating Addendum 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. (Supplements Master Agreement terms and conditions)

5. Lease Agreements: Leasing programs are not allowed under this Participating Addendum.

6. Subcontractors: All contractors, dealers, and resellers authorized to provide sales and service support in Participating Entity’s state, as shown on Contractor’s NASPO ValuePoint-specific webpage, may provide sales and service support to users of this Participating Addendum. Participation of Contractor’s contractors, dealers, and resellers will be in accordance with the terms and conditions set forth in the Master Agreement. Professional services do not require pre-approval from Participating Entity, which may be performed using subcontractors or software publisher resources. At the time of each request, if a Subcontractor will be utilized, requestor must be made aware to ensure it does include a vendor on the State of ND debarred vendor list. Requestor reserves the right to deny any subcontractors, dealers and resellers. Notwithstanding any use of the approved subcontractors, the Contractor shall be the prime contractor and responsible for compliance with all terms and conditions of this Participating Addendum.

Professional Services include but are not limited to consulting, extended warranty service by manufacturers, or other services as described generally in this Agreement as more particular described in a Statement of Work or SOW performed by the Contractor or its subcontractor or sold by the Contractor as a distributor or sales agent or its subcontractors.

7. Orders: Any order placed by Participating Entity or a Purchasing Entity for a product or service offered through this Participating Addendum shall be deemed to be a sale under, and subject to the pricing and other terms and conditions of, the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to the order. In case of any conflict between the SOW, Participating Addendum, or Master Agreement, the Participating Addendum shall prevail first, followed by the Master Agreement, unless otherwise specifically agreed to by the Parties in an applicable SOW.

SOFTWARE VALUE ADDED RESELLER (SVAR)

LED BY THE STATE OF ARIZONA

IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.

Participating Entity CONTRACTOR

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

For questions regarding NASPO ValuePoint Participating Addendums, please contact the Cooperative Contract Coordinator team at info@naspovaluepoint.org.

Fully executed NASPO ValuePoint Participating Addendums must be submitted via email in PDF format to pa@naspovaluepoint.org.

Tricia Opp

IT Procurement Officer

2/8/2023

Brian Fisher

Director, Program Management

Feb 8, 2023 mailto:info@naspovaluepoint.org mailto:pa@naspovaluepoint.org mailto:info@naspovaluepoint.org mailto:pa@naspovaluepoint.org https://cdwsign.na1.echosign.com/verifier?tx=CBJCHBCAABAAhJ0GAzK1BBAyyh-cLrcFLrsxb7jsOuQ4 https://cdwsign.na1.echosign.com/verifier?tx=CBJCHBCAABAAhJ0GAzK1BBAyyh-cLrcFLrsxb7jsOuQ4