Amendment+9+-+Final+-+signed.pdf

CONTRACT AMENDMENT

CONTRACT NAME AND NUMBER: STATE TERM CONTRACT 193 – ACCOUNT WAGERING

AUDITING

AMENDMENT NUMBER: 9

This amendment is made to 193 – Account Wagering Auditing (Contract) between the State of North Dakota, acting through its North Dakota Racing Commission (STATE), and CHRIMS, Inc.

(CONTRACTOR).

The parties agree to the following terms and conditions and expressly agree that if any of the following terms and conditions conflict with any of the terms and conditions of the Contract, then, notwithstanding any term in the Contract, the following terms and conditions govern and control the rights and obligations of the parties.

The parties agree to amend the Contract as follows:

Renewals, Extensions, and Renegotiation Contract Section 2, Term of Contract. The Contract commenced on July 22, 2011 through June 30, 2013 with two (2) options to renew the contract for twenty four (24) months each and an option to extend for up to twelve (12) months.

The Contract was previously renewed for two (2) options for twenty four (24) months and extended for twelve (12) months. Amendment 4 to the Contract included the renegotiation of a new contract period of an initial term of approximately twenty four (24) months from July 1, 2018 through June 30, 2020 with two (2) options to renew the contract for twenty four (24) months each and an option to extend for up to twelve (12) months. The Contract was previously renewed for an additional two (2) options for twenty four (24) months each. Amendment 8 to the Contract included the renegotiation of a new contract period of an initial term of twelve (12) months from January 1, 2023 through December 31, 2024 with three (3) options to renew the contract for twenty four (24) months each.

The parties have agreed to renew the Contract for an additional twenty four (24) months; therefore, the Contract is amended to change the expiration date to December 31, 2026. The Contract has two (2) renewals for twenty four (24) months each remaining.

Third-Party Risk Management Program The Third-Party Risk Management (TPRM) program helps to classify, evaluate, and monitor all third-party Vendors to provide reasonable assurance that inherent and overall risk associated with each third-party Vendor relationship is understood and aligned to the overall security objectives at NDIT.

TPRM went into effect on July 1, 2023. The contract is hereby amended to include the following TPRM section:

CONTRACTOR shall undergo the third-party security questionnaire on an annual basis at no cost to the STATE, unless CONTRACTOR has received FedRAMP, StateRAMP, or HiTrust certification.

CONTRACTOR shall provide complete questionnaire within twenty-one (21) calendar days of receiving a written request. CONTRACTOR shall undergo the third-party security questionnaire when a breach has occurred.

Termination Contract Section 6, Termination. This section is hereby deleted in its entirety and replaced with the following:

6. TERMINATION

a. Termination for Convenience or by Mutual Agreement This Contract may be terminated by STATE upon thirty (30) days’ written notice to CONTRACTOR. This Contract may be terminated by mutual consent of both Parties executed in writing.

b. Early Termination in the Public Interest STATE is entering this Contract for the purpose of carrying out the public policy of the State of North Dakota, as determined by its Governor, Legislative Assembly, Agencies, and Courts. If this Contract ceases to further the public policy of the State of North Dakota, STATE, in its sole discretion, by written notice to CONTRACTOR, may terminate this Contract in whole or in part.

c. Termination for Lack of Funding or Authority STATE, by written notice to CONTRACTOR, may terminate the whole or any part of this Contract under any of the following conditions:

1) If funding from federal, state, or other sources is not obtained or continued at levels sufficient to allow for purchase of the services or goods in the indicated quantities or term.

2) If federal or state laws or rules are modified or interpreted in a way that the services or goods are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this Contract.

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

Termination of this Contract under this subsection is without prejudice to any obligations or liabilities of either Party already accrued prior to termination.

d. Termination for Cause.

STATE may terminate this Contract effective upon delivery of written notice to CONTRACTOR, or any later date stated in the notice:

1) If CONTRACTOR fails to provide services or goods required by this Contract within the time specified or any extension agreed to in writing by STATE; or

2) If CONTRACTOR fails to perform any of the other provisions of this Contract, or so fails to pursue the work as to endanger performance of this Contract in accordance with its terms.

The rights and remedies of STATE provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Force Majeure Contract Section 7, Force Majeure. This section is hereby deleted in its entirety and replaced with the following:

7. FORCE MAJEURE

Neither Party shall be held responsible for delay or default caused by fire, riot, terrorism, pandemic (excluding COVID-19), acts of God, or war if the event was not foreseeable through the exercise of reasonable diligence by the affected Party, the event is beyond the Party’s reasonable control, and the affected Party gives notice to the other Party promptly upon occurrence of the event causing the delay or default or that is reasonably expected to cause a delay or default. If CONTRACTOR is the affected Party and does not resume performance within fifteen (15) days or another period agreed between the Parties, then STATE may seek all available remedies, up to and including termination of this Contract pursuant to its Termination Section, and STATE shall be entitled to a pro-rata refund of any amounts paid for which the full value has not been realized, including amounts paid toward software subscriptions, maintenance, or licenses.

Applicable Law and Venue Contract Section 11, Applicable Law and Venue. This section is hereby deleted in its entirety and replaced with the following:

11. APPLICABLE LAW AND VENUE

This Contract is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Contract 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.

Compliance with Public Record Law Contract Section 16, Compliance with Public Records Law. This section is hereby deleted in its entirety and replaced with the following:

16. COMPLIANCE WITH PUBLIC RECORD LAW

Under the North Dakota public records law and subject to the Confidentiality clause of this Contract, certain records may be open to the public upon request.

Public records may include: (a) records STATE receives from CONTRACTOR under this Contract, (b) records obtained by either Party under this Contract, and (c) records generated by either Party under this Contract.

CONTRACTOR agrees to contact STATE immediately upon receiving a request for information under the public records law and to comply with STATE’s instructions on how to respond to such request.

Nondiscrimination and Compliance with Laws Contract Section 20, Nondiscrimination and Compliance with Laws. This section is hereby deleted in its entirety and replaced with the following:

20. 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.)

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 Contract.

CONTRACTOR is prohibited from boycotting Israel for the duration of this Contract. (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 Contract. If STATE receives evidence that CONTRACTOR boycotts Israel, STATE 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 STATE to terminate in accordance with the Termination for Cause section of this Contract.

http://www.legis.nd.gov/cencode/t34c01.pdf http://www.legis.nd.gov/cencode/t34c01.pdf http://www.legis.nd.gov/cencode/t34c06-1.pdf https://www.ndlegis.gov/cencode/t54c44-4.pdf https://www.ndlegis.gov/cencode/t54c44-4.pdf

State Audit Contract Section 21, State Audit. This section is hereby deleted in its entirety and replaced with the following:

20. 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 Contract 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 Contract and be able to provide them upon reasonable notice. STATE, State Auditor, or Auditor’s designee shall provide reasonable notice to CONTRACTOR prior to conducting examination.

Indemnification The contract is hereby amended to include the following Indemnification section as Section 26:

26. INDEMNIFICATION

The State and Contractor each agrees to assume its own liability for any and all claims of any nature including all costs, expenses and attorneys' fees which may in any manner result from or arise out of this agreement.

Insurance The contract is hereby amended to include the following Insurance section as Section 27:

27. INSURANCE

Contractor shall 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:

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) Workers’ compensation coverage meeting all statutory requirements.

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

1) 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.

2) The Contractor shall furnish a certificate of insurance to the undersigned State representative prior to commencement of this agreement.

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

Gail Allensworth at glallensworth@nd.gov

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

4) Contractor shall provide at least 30-day notice of any cancellation or material change to the policies or endorsements. An updated, current certificate of insurance shall be provided in the event of any change to a policy.

Injunctive Relief The contract is hereby amended to include the following Injunctive Relief section as Section 28:

28. INJUNCTIVE RELIEF

Contractor shall immediately report to STATE any and all unauthorized disclosures or uses of STATE’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 STATE’s confidential information or proprietary information to others may cause immediate and irreparable harm to STATE. If CONTRACTOR should publish or disclose such confidential information or proprietary information without authorization, STATE shall immediately be entitled to injunctive relief or any other remedies to which it is entitled under law or equity without requiring a cure period. CONTRACTOR shall indemnify, defend, and hold harmless STATE from all damages, costs, liabilities, and expenses (including without limitation reasonable attorneys’ fees) caused by or arising from CONTRACTOR’s unauthorized use or disclosure of STATE’s confidential information or proprietary information. As a condition to these indemnity obligations, STATE will provide CONTRACTOR with prompt notice of any claim of which STATE is aware and for which indemnification shall be sought under this Contract and shall cooperate in all reasonable respects with CONTRACTOR in connection with any such claim.

Data Security The contract is hereby amended to include the following Data Security section as Section 29:

29. DATA SECUIRTY

a) Remote access to Data from outside the United States, including remote access to Data by authorized support staff in identified support centers, is prohibited.

b) CONTRACTOR shall transmit, process, and store STATE Data within the continental United

States.

c) CONTRACTOR shall notify STATE at least 90 days prior to any relocation of STATE’s Data to a different hosting facility. STATE reserves the right to terminate the Contract without penalty if STATE does not approve of the new hosting facility.

Use of Artificial Intelligence (AI) and Machine Learning (ML) The contract is hereby amended to include the following Use of Artificial Intelligence (AI) and Machine Learning (ML) section as Section 30:

30. USE OF ARTIFICIAL INTELLIGENCE (AI) AND MACHINE LEARNING (ML)

STATE AND CONTRACTOR agree CONTRACTOR may wish to use Artificial Intelligence (AI) and Machine Learning (ML) (together AI/ML) to complete CONTRACTOR’s obligations under this Contract. CONTRACTOR’s use of AI/ML is subject to prior, written approval by STATE.

CONTRACTOR shall provide to STATE detailed information, in writing, on the use of AI/ML in CONTRACTOR’s obligations under this Contract. CONTRACTOR agrees to submit new information to STATE for approval any time CONTRACTOR substantially changes its use of AI/ML. STATE reserves the right to terminate the Contract for cause if CONTRACTOR uses AI/ML in a manner that STATE has not had the opportunity to approve or denied approval.

All other terms of the Contract remain in effect. This Contract Amendment is not effective until fully executed by all parties.

EXECUTION

CONTRACTOR STATE OF NORTH DAKOTA

CHRIMS, Inc. Acting through its North Dakota Racing Commission

BY: BY:

Printed Name: Printed Name: Bruce Johnson

Title: Title: Executive Director

Date: Date: 12/20/2024

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Gunner la cour President

Gunner la cour 12/21/2024

EXECUTION