Sourcewell+North+Dakota+PA_signed.pdf

Sourcewell

PARTICIPATING ADDENDUM

(Hereinafter “Addendum”)

For Scoreboards, Digital Displays, and Video Boards with Related Services

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

Daktronics, Inc. (hereinafter “Contractor” or “CONTRACTOR”)

Sourcewell Contract #030223 (hereinafter “Master Agreement”) North Dakota State Contract No: 338

1. Scope: This participating addendum (Addendum) covers the scoreboards, digital displays, and video boards with related services per Sourcewell contract #030223 for use by state agencies and other entities (“Participating Entity” or “Participating Entities”) located in the Participating State 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. Coterminous: The term of this Addendum shall be coterminous with the Master Agreement.

4. Confidentiality: Contractor 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 except as necessary to carry out the purposes of this Addendum or as authorized in advance by Participating State or Participating Entity. Participating State or Participating Entity shall not disclose any information it receives from Contractor that Contractor 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, North Dakota Century Code (N.D.C.C.) ch. 44-04.

The duty of Participating State, Participating Entity, and Contractor to maintain confidentiality of information under this section continues beyond the term of this Addendum and the Master Agreement.

5. 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.

Public records may include: (a) records Participating State or Participating Entity receives from Contractor under this Addendum, (b) records obtained by any Party under this Addendum, and (c) records generated by any Party under this Addendum.

For Scoreboards, Digital Displays, and Video Boards with Related Services

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Contractor 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.

6. Spoliation: Contractor shall notify Participating State or Participating Entity of all potential claims that Contractor is aware of that arise as a result of Contractor’s performance under this 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 State or Participating Entity the opportunity to review and inspect the evidence, including the scene of an accident.

7. Cooperative Purchasing Contract: This Participating 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.

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: In addition to any indemnity obligations found within the Master Agreement, Contractor agrees that 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.

10. Insurance: Contractor shall secure and keep in force during the term of this Addendum 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 Addendum, from insurance companies, government self-insurance pools or government self-retention funds, authorized to do business in North Dakota, the following insurance coverages:

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1) Commercial general liability, including premises or operations, contractual, and products or completed operations coverages (if applicable), with minimum liability limits of $2,000,000 per occurrence.

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

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

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

1) Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor.

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 Addendum and the Master Agreement shall not be limited by the insurance required in this Addendum or the Master Agreement.

4) The state of North Dakota and its agencies, officers, and employees (State) or Participating Entities, whichever may be applicable, shall be endorsed on the commercial general liability policy on a primary and noncontributory basis, including any excess policies (to the extent applicable), as additional insured. These parties 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 Contractor.

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

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

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

Jessica Aga, State Procurement Office jaga@nd.gov

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

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, Contractor 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: Contractor agrees to comply with all applicable federal and state laws, rules, and policies, including those relating to nondiscrimination, accessibility and civil rights. (See N.D.C.C. Title 34 – Labor and Employment, specifically N.D.C.C.

ch. 34-06.1 Equal Pay for Men and Women.)

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Contractor agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes, unemployment compensation and workers' compensation premiums.

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

Contractor is prohibited from boycotting Israel for the duration of this Addendum. (See N.D.C.C. § 54-44.4-15.) Contractor represents that it does not and will not engage in a boycotting Israel during the term of this Addendum. If either Participating State or Participating Entity receive evidence that Contractor 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 Contractor has fewer than ten (10) full-time employees.

Contractor’s failure to comply with this section may be deemed a material breach by Contractor 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 Contractor 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. Contractor 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 Contractor prior to conducting examination.

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

Contractor

Name Daktronics, Inc.

Address 201 Daktronics Dr. Brookings, SD 57006

Telephone 605-692-0200 E-mail Tom.coughlin@daktronics.com

Participating State

Name Jessica Aga “State of North Dakota” Address 600 E Boulevard Ave, Dept 012, Bismarck, ND 58505-0310

(Hereinafter “Addendum”) For

Scoreboards, Digital Displays, and Video Boards with Related Services Between

The State of North Dakota (hereinafter “Participating State” or “STATE”) and Daktronics, Inc. (hereinafter “Contractor” or “CONTRACTOR”)

Sourcewell Contract #030223 (hereinafter “Master Agreement”) North Dakota State Contract No: 338

Telephone (701) 328-1728 Fax (701) 328-1615

E-mail jaga@nd.gov

16. 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.

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

18. Taxpayer ID: Contractor’s federal employer ID number is: [Insert FEIN].

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

Participating State: Contractor: Daktronics, Inc.

By: By:

Name: Name: Tom Coughlin

Title: Title: Sales Manager

Date: Date: 12/11/24

State of North Dakota

Jessica Aga

State Procurement Officer

12/13/2024