PA_ND+Sourcewell+091924-GAL_Body+Armor_Signed.pdf

Sourcewell

PARTICIPATING ADDENDUM

(Hereinafter “Addendum”)

For Body Armor with Related Accessories, Equipment and Services

Between The State of North Dakota (hereinafter “Participating State” or “STATE”) and Galls, LLC (hereinafter “Contractor” or “CONTRACTOR”)

Sourcewell Contract #091924-GAL (hereinafter “Master Agreement”) North Dakota State Contract No: 113-1

1. Scope: This participating addendum (Addendum) covers the Body Armor with Related Accessories, Equipment, and Services per Sourcewell contract #091924-GAL 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.

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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 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 contract 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: In addition to the insurance requirements of the Master Agreement, Contractor agrees to the following insurance coverages and provision: The duty to defend, indemnify, and hold harmless Participating State or Participating Entity under this Addendum shall not be limited by the insurance required in this Addendum.

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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.)

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

For Body Armor with Related Accessories, Equipment and Services

Between 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 Galls, LLC Address 1340 Russell Cave Rd, Lexington KY 40505

Telephone 859-266-7227 E-mail bidreview@galls.com

Participating State

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

Telephone (701) 328-1953 E-mail swestby@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: 20-354989

19. Termination

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

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b. Early Termination in the Public Interest Participating State is entering this Addendum 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 Addendum ceases to further the public policy of the State of North Dakota, Participating Addendum, in its sole discretion, by written notice to Contractor, may terminate this Addendum in whole or in part.

c. Termination for Lack of Funding or Authority Participating State by written notice to Contractor, may terminate the whole or any part of this Addendum 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 Addendum or are no longer eligible for the funding proposed for payments authorized by this Addendum.

3. If any license, permit, or certificate required by law or rule, or by the terms of this

Addendum, is for any reason denied, revoked, suspended, or not renewed.

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

d. Termination for Cause Participating State may terminate this Addendum 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 Addendum within the time specified or any extension agreed to in writing by Participating State; or

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

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

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Addendum.

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

Participating State:

Contractor:

By: By:

Name: Name: Mike Fadden Title: Title: Chief Executive Officer Date: Date: 6/23/2025

State of North Dakota Galls, LLC

Seth Westby State Procurement Officer

6/26/2025

091924-GAL

v052824 1

MASTER AGREEMENT #091924

CATEGORY: Body Armor with Related Accessories, Equipment and Services

SUPPLIER: Galls, LLC

This Master Agreement (Agreement) is between Sourcewell, located at 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Galls, LLC, 1340 Russell Cave Rd., Lexington, KY 40505 (Supplier).

Sourcewell is a a C Purchasing Program to eligible

Under this Master Agreement entered with Sourcewell, Supplier will provide to

C Purchasing Program.

General Terms ubject,

1) Purpose. Pursuant to Minnesota law, t

Purchasing Program designed to provide P agreements has awarded Supplier this herein.

2) Intent.

3) C Purchasing Program Master Agreements are

C Purchasing P

4) Supplier Access.

v052824 2

5) Term.

Time on a Extensions. Sourcewell and Supplier may agree to up to three (3) -year extensions

- (7) b

1) Survival of Terms.

between

2) Scope. RFP

#091924 a Body armor ballistic, stab, blast, or blunt and protection or a i Body armor with concealable/covert carriers, or external/overt carriers;

ii Tactical vests;

iii Hard and armor plates, inserts, panels, and backers;

iv Bomb or blast-resistant suits;

v K-9 (and other service animal) protective gear; and, vi Other protective armor including shields, helmets, ballistic blankets, and ballistic backpacks.

b body armor under Section 1. a. i.-vi. above to the extent that these solutions are complementary

3) is incorporated into this Master

4)

5) t

6) Suppliers may not exceed the prices listed in the current Pricing List with Sourcewell v052824 3

7) Open Market. process is included within its Proposal.

8) i Compliance. Supplier represents and warrants it will provide all Included ii Licenses.

Supplier.

iii Supplier Warrants. Supplier warrants that all Included in accordance with the ordinary u

9)

Supplier has disclosed all current and completed bankruptcy proceedings within the past seven years

10) Debarment and Suspension.

nt, or any warrants that it will p

11) Provisions for non-or other awards (Appendix II to 2 C.F.R § 200).

Included i 60, all agreements

- -1.4(b), in 319, 12935, v052824 4 ii DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148).

3144, and 3146-wages not less than once a week. The non-regula means, any person awarding agency. Supplier must comply with all

-Bacon Act provisions.

iii CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708).

the purchases iv RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT.

v052824 5 v CLEAN AIR ACT (42 U.S.C. § 7401-

CONTROL ACT (33 U.S.C. § 1251-1387).

pplicable vi DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract declared ineligible under statutory or re department or agency.

vii BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must bying with non-viii To the extent applicable, Supplier must comply grantees or ix ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, v052824 6 x BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must xi ACCESS TO RECORDS (2 C.F.R. § 200.336).

xii PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-consistent with maintaining a solid waste management services in a m xiii FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, -approval.

xiv NO OBLIGATION BY FEDERAL GOVERNMENT.

xv PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The xvi FEDERAL DEBT. -xvii CONFLICTS OF INTEREST.

(as v052824 7 xviii U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with xix PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE xx DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier

1) Authorized Sellers

2) changes, 3) v052824 8

4) Performance Reviews. Supplier will agreement year. The review will cover chain issues, customer issues, and

5) provide complete and accurate this Agreement.

6) ch calendar

Supplier must submit a

Account Number;

collected by Supplier, 7) in its proposed pricing.

For certain categories, a may be proposed. .

v052824 9

9)

-assigned Agreement number in the memo; and must be either mailed to Sourcewell

10) Noncompliance. Sourcewell reserves the right to seek all remedies available payments

11) Audit Requirements. Pursuant to Minn. Stat. 16C.05, subdivision 5, the books, records, and

Sourcewell.

12) and consent will not be unreasonably withheld. Sourcewell reserves the right to unilaterally assign all or

Responsible Party and named in the Agreement. Any prohibited assignment is

-material updates as determined

13) Amendments.

14) Waiver. Failure by Sourcewell to any right under this Agreement will not be deemed a waiver right.

15)

16) Supplier. This Agreement does not create a partnership, joint

-servant, or principal-agent.

17) v052824 10

Supplier and Sourcewell acknowledge Sourcewell is subject to the Minnesota chapter.

19) Grant of License.

a)

i) Sourcewell grants to Supplier a royalty- -exclusive

Agreement with Supplier.

ii) Supplier grants to Sourcewell a royalty- -

Sourcewell.

b) sublicensees.

c) i) ii) g misuse under the issue or the license/sublicense will be terminated.

d)

-printed v052824 11

20)

21) Severability.

22) At its own expense, Supplier must maintain valid insurance policy(ies) during

- verage and

a) Commercial General Liability Insurance.

with coverage on an occurrence basis, and must be subject to terms no less broad than the

-completed tual liability, blanket contractual liability, and

Agreement.

b)

Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or provided to in an

c) -contributory Insurance Clause. Supplier provide that coverage is primary and not excess over or contributory with any other valid, d) v052824 12

-insured tained by the Supplier or its

e) Umbrella/Excess Liability/SELF-INSURED RETENTION. Agreement can

23) Sourcewell or Supplier may terminate this Agreement upon 60 any

24) alendar days any

1) thin

2) and other relevant terms non-terms may include, but are not l

3) Applicable Taxes. -exempt status and v052824 13

4) y.

5) account number.

6) .

terms may supplant or supersede this Master Agreement when necessary and as solely determined within this Master Agreement, majeure, and other material terms as mutually agreed.

7) beyond th

Sourcewell Galls, LLC

Mike Fadden

Bid Number: RFP 091924 Vendor Name: Galls, LLC