MRO+Vending+Services+PA.doc

PARTICIPATING ADDENDUM

State of North Dakota State Contract 255-1

ON-SITE VENDING SERVICES –

FACILITY MAINTENANCE, REPAIR & OPERATION SUPPLIES - STATE

1.

Scope

This agreement for on-site vending services pursuant to North Dakota State Contract 255 is entered into by and between (Insert Purchasing Agency) and (Insert Contractor).

2.

Changes: This Participation Addendum shall be subject to the terms and conditions of the State of North Dakota State Contract 255-1 for Facility Maintenance, Repair & Operation (MRO) Supplies - STATE, except for the following approved changes:

A. On-site vending instructions: Include products, inventory/delivery & billing frequency, detailed reporting requirements/frequency, etc.

B. Vending service to be located at: Insert Purchasing Agency address C. Indemnification - 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.

D. 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:

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

b) Automobile liability, including Owned (if any), Hired, and Non-Owned automobiles, with minimum liability limits of $250,000 per person and $1,000,000 per occurrence.

c) 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.

d) Employer’s liability or “stop gap” insurance of not less than $1,000,000 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.

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, 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. An updated, current certificate of insurance shall be provided in the event of any change to a policy.

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

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 Info Participating Entity Name:

Street Address:

Telephone:

Fax:

E-mail:

4. Primary Contractor Contact:

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

Name: Insert Name of Contractor Contact Info

Contractor:

Address:

Telephone:

Toll Free Number:

Fax:

E-mail:

5. The State of North Dakota State Contract 255-1 number must be shown on all Purchase Orders issued against this Agreement.

This Addendum and the State Contract 255-1 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.

NAME OF PURCHASING ENTITY: NAME OF CONTRACTOR:

Insert Purchasing Entity Name

Insert Contract Name Signed: ____________________________ Signed: ______________________________ Printed Name: _______________________ Printed Name: _________________________ Title: ______________________________ Title: ________________________________ Date: ______________________________ Date: ________________________________