Laerdal+PA.pdf

Sourcewell

PARTICIPATING ADDENDUM

(Hereinafter “Addendum”)

For

Public Safety Training Equipment and Simulation Equipment and Technology

Between

The State of North Dakota (hereinafter “Participating State” or “State”) and Laerdal

Medical Corporation (hereinafter “Supplier”)

Sourcewell Contract #011822 (hereinafter “Master Agreement”)

North Dakota State Contract No: 331

1. Scope: This participating addendum (Addendum) covers the Public Safety Training Equipment and Simulation Equipment and Technology contract per Sourcewell contract #011822 for use by

North Dakota (Participating State) and its state agencies, higher education institutions, local government entities, public schools, and other entities (“Participating Entity” or “Participating

Entities”) located in the Participating State and authorized by that state’s statutes to utilize state contracts with the prior approval of the state’s chief procurement official.

2. Participation: Use of specific Sourcewell cooperative contracts by agencies, political subdivisions, and other entities (including cooperatives) authorized by an individual state’s statutes to use state contracts are subject to the prior approval of the respective state chief procurement official. Issues of interpretation and eligibility for participation are solely within the authority of the state chief procurement official.

3. Cooperative Purchasing Contract: This Addendum, with the Master Agreement, is a cooperative purchasing contract established pursuant to N.D.C.C. § 54-44.4-13. This Addendum is made available to state entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C. ch. 39-04.2, and the International Peace Garden. Participation in this open-ended Addendum is not mandated;

therefore, the estimated volume of this Addendum is not known.

4. Coterminous: The term of this Addendum shall be coterminous with the Master Agreement.

5. Confidentiality: Supplier shall not use or disclose any information it receives from Participating

State or Participating Entity under this Addendum that Participating State or Participating Entity has previously identified as confidential or exempt from mandatory public disclosure except from mandatory public disclosure. Participating State or Participating Entity shall not disclose any information it receives from Supplier that Supplier has previously identified as confidential and that

Participating State or Participating Entity determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota open records law, N.D.C.C. ch. 44-04. The duty of Participating State, Participating Entity, and Supplier to maintain confidentiality of information under this section continues beyond the term of this Addendum and the Master Agreement.

6. Compliance with public records laws: Under the North Dakota public records law and subject to the Confidentiality clause of this Addendum, certain records may be open to the public upon request.

Docusign Envelope ID: 85E21AB3-BE6B-42BD-A59A-6A8070842198 http://www.legis.nd.gov/cencode/t54c44-4.pdf?20130131153805 http://www.legis.nd.gov/cencode/t39c04-2.pdf?20130131161514

Public records may include: (a) records Participating State or Participating Entity receives from

Supplier under this Addendum, (b) records obtained by any Party under this Addendum, and (c) records generated by any Party under this Addendum.

Supplier agrees to contact Participating State or Participating Entity immediately upon receiving a request for information under the public records law and to comply with Participating State’s or

Participating Entity’s instructions on how to respond to such request.

7. Spoliation: Supplier shall notify Participating State or Participating Entity of all potential claims that Supplier is aware of that arise as a result of Supplier’s performance under this Addendum.

Supplier 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 State or Participating Entity the opportunity to review and inspect the evidence, including the scene of an accident.

8. Governing Law and Venue: This Addendum is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Addendum or the Master Agreement 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.

9. Indemnification: Supplier agrees to defend, indemnify, and hold harmless the state of North

Dakota, its agencies, officers, and employees including Participating Entities (State), from and against claims based on the vicarious liability of State or its agents, but not against claims based on

State’s contributory negligence, comparative and/or contributory negligence or fault, sole negligence, or intentional misconduct. The legal defense provided by Supplier to State under this provision must be free of any conflicts of interest, even if retention of separate legal counsel for

State is necessary. Any attorney appointed to represent 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. Supplier also agrees to reimburse State for all costs, expenses and attorneys' fees incurred if State prevails in an action against Supplier in establishing and litigating the indemnification coverage provided herein. This obligation shall continue after the termination of this Addendum.

10. Insurance: Supplier shall secure and keep in force during the term of this Addendum and

Supplier shall require all subcontractors, prior to commencement of an agreement between

Supplier and the subcontractor, to secure and keep in force during the term of this Addendum, 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 and on a separate policy), with minimum liability limits of $2,000,000 per occurrence.

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

Addendum.

4) Employer’s liability insurance of not less than $1,000,000.

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 Supplier.

2) This insurance may be in policy or policies of insurance, primary and excess (with the exception of Workers’ Compensation, Employer’s Liability and E&O/Professional policies), 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 State. The policies shall be in form and terms approved by State.

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

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 with the exception of

Workers’ Compensation, Employer’s Liability and E&O/Professional policies), as additional insured. 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 Addendum or by the contractual indemnity obligations of the Supplier.

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

6) The Supplier shall furnish a certificate of insurance to the undersigned Participating

State representative prior to commencement of this Addendum. All endorsements shall be provided as soon as practicable.

The Supplier shall provide a certificate of insurance prior to commencement of this Addendum and any required endorsements as soon as practicable electronically to:

Office of Management and Budget, State Procurement Office

Email: infospo@nd.gov

Subject: State Contract 331

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

8) Supplier shall provide at least 30-day notice of any cancellation or material change to the policies or endorsements. Supplier shall provide on an ongoing basis, current certificates of insurance during the term of the Addendum. 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.

11. Alternative dispute resolution – jury trial: Neither Participating State nor Participating Entity 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.

Neither Participating State nor Participating Entity waive any right to a jury trial.

mailto:infospo@nd.gov

12. Attorney fees: In the event a lawsuit is instituted by Participating State or Participating Entity to obtain performance due under this Addendum, and Participating State or Participating Entity is the prevailing party, Supplier shall, except when prohibited by N.D.C.C. § 28-26-04, pay Participating

State’s or Participating Entity’s reasonable attorney fees and costs in connection with the lawsuit.

13. Nondiscrimination and Compliance with Laws: Supplier 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.)

Supplier 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.

Supplier shall have and keep current all licenses and permits required by law during the Term of this Addendum.

Supplier is prohibited from boycotting Israel for the duration of this Addendum. (See N.D.C.C. § 54-

44.4-15.) Supplier represents that it does not and will not engage in a boycotting Israel during the term of this Addendum. If either Participating State or Participating Entity receive evidence that

Supplier boycotts Israel, they 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 Supplier has fewer than ten

(10) full-time employees.

Supplier’s failure to comply with this section may be deemed a material breach by Supplier entitling

Participating State to terminate in accordance with the Master Agreement.

14. State Audit: Pursuant to N.D.C.C. § 54-10-19, all records, regardless of physical form, and the accounting practices and procedures of Supplier relevant to this Addendum or the Master

Agreement are subject to examination by the North Dakota State Auditor, the Auditor’s designee, or Federal auditors, if required. Supplier shall maintain these records for at least three (3) years following completion of this Addendum and be able to provide them upon reasonable notice.

Participating State, State Auditor, or Auditor’s designee shall provide reasonable notice to Supplier prior to conducting examination.

15. Orders: Any Order placed by a Participating Entity for a Product and/or Service available from the Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions) the Master Agreement unless the parties to the Order agree in writing that another contract or agreement applies to such Order.

16. Purchasing card: Participating State or Participating Entity may make payment using a government credit card. Supplier will accept a government credit card without passing the processing fees for the government credit card back to Participating State or Participating Entity.

17. Taxpayer ID: Supplier will be required to register as a supplier/payee for the State of North

Dakota and provide its federal employer ID number.

18. Secretary of State Registration Requirements. The North Dakota Secretary of State has registration requirements for individuals and businesses transacting business in North Dakota. If

Supplier is determined to have a registration requirement with the North Dakota Secretary of

State, they must be registered before the contract execution and registration must remain active for the duration of the Term (N.D.C.C. § 54-44.4-09.1).

19. Primary Contacts: The primary contact individuals for this Addendum are as follows (or their named successors):

Supplier

Name Laerdal Medical Corporation

Address 167 Myers Corners Road

Telephone Wappingers Falls, NY 12590

E-mail

Participating State

Name State of North Dakota – State Procurement Office

Address 600 E Boulevard Ave, Dept 012, Bismarck, ND 58505-0310

Telephone (701) 328-2740

Fax (701) 328-1615

E-mail infospo@nd.gov

20. Execution:

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below. This Addendum may be executed in multiple, identical counterparts, each of which is deemed an original, and all of which taken together shall constitute one and the same document.

Participating State: North Dakota

Supplier:

By: By:

Name: Sherry L. Neas Name:

Title: Shared Service Division Director Title:

Date: 12-31-2024 Date:

12/31/2024

James Baker

Laerdal Medical Corporation

Lead Contract Specialist https://www.ndlegis.gov/cencode/t54c44-4.pdf mailto:infospo@nd.gov