These Terms and Conditions govern any project proposal issued to the Shakopee Mdewakanton Sioux Community Gaming Enterprise (the “Gaming Enterprise”) by Vendor , any Purchase Order issued to Vendor by the Gaming Enterprise, and any related attachments, instructions, specifications, or requirements provided to Vendor by the Gaming Enterprise (collectively, the “Contract”).

These Terms and Conditions are subject to change without prior notice; however, the version of the Terms and Conditions posted on the Website at the time the Purchase Order was placed will govern unless otherwise agreed in writing.

Description of Goods and Services: Per Proposal

Proposal: Vendor will provide the Gaming Enterprise with a proposal describing all goods and services to be provided in connection with a project (each, a “Proposal”).

Purchase Order: The Gaming Enterprise’s commitment to purchase Vendor goods and services arises only upon the Gaming Enterprise’s issuance of a Purchase Order to Vendor. Forecasts, commitments, projections or other estimates between the parties are not binding.

Acceptance, Validity, Terms: Vendor will be deemed to have accepted the Contract when the Gaming Enterprise receives written notification from Vendor of its acceptance or Vendor takes any action to fulfill the terms of a Gaming Enterprise Purchase Order. Vendor’s acceptance is limited to the terms of the Contract. Additional or different terms included in any Proposal are void. In the event of a conflict between any term included in these Terms and Conditions and any term in Vendor’s applicable Proposal, these Terms and Conditions control.

Pricing and Payment: Prices included in an applicable Purchase Order are complete. No additional charges may be added without the Gaming Enterprise’s express written consent. The Gaming Enterprise will issue payment on all invoices within the number of days specified in the applicable Purchase Order.

Sales and Use Tax Exemption: The Gaming Enterprise is a governmental department of a federally recognized Indian tribe and retains certain inherent sovereign rights. As a matter of federal law, no Minnesota State or county sales and use tax may be imposed on any Contract purchase made by the Gaming Enterprise.

Delivery of Goods and Services: Vendor will deliver goods purchased under the terms of the Contract in the quantities and on the dates specified in the applicable Proposal or Purchase Order. Vendor will provide services to the Gaming Enterprise as described, and in accordance with the schedule set forth, in the applicable Proposal. Vendor acknowledges that time is of the essence with respect to its obligations under the terms of the Contract and the timely delivery of the goods and services, including all performance dates, timetables, project milestones, and any other Contract requirements.

Title and Risk of Loss: Title and risk of loss passes to the Gaming Enterprise upon delivery of goods at the Gaming Enterprise’s specified delivery point.

Inspection and Rejection of Non-Conforming Goods: The Gaming Enterprise has the right to inspect all goods on or after the delivery date. The Gaming Enterprise may reject all or any portion of the goods it determines, in its sole discretion, are nonconforming or defective. If the Gaming Enterprise rejects any portion of the goods, the Gaming Enterprise has the right to: (i) rescind the Contract in its entirety; (ii) accept the goods at a reasonably reduced price; or (iii) reject the goods and require replacement of the rejected goods. If the Gaming Enterprise requires replacement of defective goods, Vendor will, at its expense, promptly replace the nonconforming or defective goods and pay for all related expenses, including, but not limited to, transportation charges for return of the defective goods and the delivery of replacement goods.

The Gaming Enterprise’s inspection, testing, payment for, or retention of goods does not: (i) constitute an acceptance of goods not in compliance with the Contract; (ii) affect the Gaming Enterprise’s right to reject or return goods; or (iii) constitute a waiver by the Gaming Enterprise of any Vendor warranty or any rights or remedies the Gaming Enterprise is entitled to under the terms of the Contract.

Cancellation: The Gaming Enterprise may cancel a Purchase Order at any time prior to shipment of the goods. If the Gaming Enterprise cancels a Purchase Order, the Gaming Enterprise’s liability to Vendor will be limited to the unit price of goods accepted prior to cancellation or the unit price of custom goods in production prior to cancellation.

Vendor’s Service Obligations: Vendor will: (i) before the date on which the services are to start, obtain, and at all times during the term of the Contract, maintain, all necessary licenses and consents and comply with all relevant laws, regulations, and standards (including safety standards) applicable to provision of the services; (ii) comply with all applicable Gaming Enterprise rules, regulations, and policies, including systems and data security procedures, building security procedures, and general health and safety practices and procedures; (iii) ensure that all persons, including employees, agents, subcontractors, or any other person acting on Vendor’s behalf, are properly licensed, certified, or accredited as required by applicable law and are suitably skilled, experienced, and qualified to perform the services, and (iv) ensure all Vendor equipment used in the provision of services is in good working order and suitable for the purposes for which it is to be used, and conforms to all relevant legal standards and any standards specified by the Gaming Enterprise.

Warranties: Vendor represents and warrants its goods: (i) are free from any defects in workmanship, material, and design; (ii) conform to applicable Contract specifications; (iii) are merchantable; (iv) are fit, sufficient and safe for their intended purpose and for the particular purpose for which purchased, if Vendor knows or reasonably should know of that purpose; (v) are free of any third party claim; (vi) do not infringe or misappropriate any third party’s patent or other intellectual property rights; and (vi) are genuine and in their original manufactured condition. Vendor further warrants it will perform all Contract services using personnel of required skill, experience, and qualification and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Vendor warrants it will devote adequate resources to meet its Contract obligations. If the Gaming Enterprise gives Vendor notice of noncompliance with any Vendor warranty, Vendor will, at its own cost and expense, promptly: (i) replace or repair the defective or nonconforming goods and pay for all related expenses, including, but not limited to, transportation charges for return of the defective or nonconforming goods to Vendor and the delivery of repaired or replacement goods to the Gaming Enterprise, and, if applicable, (ii) repair or re-perform the applicable services.

Property Loss/Damage: Vendor assumes full responsibility for all loss of or damage to attended or unattended property owned by, leased to or in the possession of Vendor on Shakopee Mdewakanton Sioux Community premises at any time, including but not limited to, while Vendor is performing services for the Gaming Enterprise, and regardless of whether said property was intended for or being used in connection with Vendor’s services under the Contract. Vendor assumes full and sole responsibility to insure and protect all such property from loss or damage.

Indemnification and Defense of Gaming Enterprise: Vendor will defend, indemnify and hold harmless the Gaming Enterprise, its directors, officers, employees, contractors and agents harmless from and against any liabilities, losses, claims (including claims related to patent, design, trade name, trademark, or copyright rights), suits, damages, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of, or occurring in connection with, the goods and services purchased from Vendor or Vendor’s negligence, willful misconduct or breach of Contract. The Gaming Enterprise may participate in the defense of any claim, at the Gaming Enterprise’s expense.

Limitation of Liability: Vendor’s liability for fraud, personal injury, or death caused by its negligence or willful misconduct will not be subject to any limitation of liability.

Insurance: Vendor will maintain in full force and effect insurance coverage in accordance with Exhibit A to these Terms and Conditions.

Confidentiality: All non-public, confidential, or proprietary information exchanged by the parties, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business or governmental operations information, customer lists, pricing, discounts or rebates, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” is confidential (“Confidential Information”). Confidential Information is to be used solely for the purpose of fulfilling Contract obligations and may not be disclosed or copied unless authorized in advance by the disclosing party, in writing. Upon the disclosing party’s request, the receiving party will promptly return all Confidential Information received from the disclosing party. The disclosing party is entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (i) in the public domain; (ii) known to the receiving party at the time of disclosure; or (iii) rightfully obtained by the receiving party on a non-confidential basis from a third party.

Compliance with Law: At all times during the term of the Contract, Vendor will comply with all applicable laws, regulations, ordinances, and standards. Vendor will maintain in effect all registrations, licenses, permissions, authorizations, consents, and permits required to fulfill its Contract obligations. The Gaming Enterprise will notify Vendor of any applicable Shakopee Mdewakanton Sioux Community (“Community”) laws, regulations, ordinances, and standards prior to the Contract effective date.

No Publicity: Vendor is prohibited from publishing information regarding the Gaming Enterprise’s use of Vendor’s products or services in advertisements, press releases, or other publications, including all social media platforms without prior written consent from the Gaming Enterprise.

Term and Termination: The Contract is effective for a term of three years beginning on the date signed by both parties. The Gaming Enterprise may terminate the Contract at its convenience. If the Gaming Enterprise terminates the Contract prior to expiration of its term, Vendor’s sole and exclusive remedy is payment for goods received and accepted and services accepted by the Gaming Enterprise prior to the date of termination.

Force Majeure: Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Contract for failure or delay in fulfilling or performing any obligation under this Contract when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to: i) acts of God; ii) a natural disaster (fire, explosion, earthquake, hurricane, flooding, storm, explosion, infestation), epidemic, pandemic, or communicable disease outbreak; iii) war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; iv) governmental order, law, or quarantine; v) national or regional emergency; vi) disruptions to the supply chain, transportation systems, or labor force; or vii) any other event or circumstance not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder if or to the extent possible with reasonable dispatch until such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of Force Majeure. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above.

Notice: Any notice to the Gaming Enterprise must be addressed as follows: Shakopee Mdewakanton Sioux Community Gaming Enterprise, 2400 Mystic Lake Boulevard, Prior Lake, Minnesota 55372. Attention: Director of Purchasing.

Assignment: Vendor may not assign, transfer, delegate or subcontract any of its Contract rights or obligations without the Gaming Enterprise’s prior written consent. Any assignment or delegation in violation of this Section is null and void.

Relationship of the Parties: Vendor will serve as an independent contractor for the Gaming Enterprise. Nothing contained in this Agreement may be construed to create any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party will have the authority to contract for or bind the other party in any manner whatsoever.

Governing Law, Consent to Tribal Court Jurisdiction: The Contract will be governed by and interpreted pursuant to the laws of the Community, without regard to conflicts of laws rules. The Community Tribal Court will have exclusive jurisdiction over any disputes that may arise between the parties.

Severability. If any Contract term or provision is held to be invalid, illegal, or unenforceable, its invalidity, illegality, or unenforceability will not affect any other Contract term or provision.

SMSC Gaming Enterprise Standard Terms and Conditions Purchase of Goods and Services EXHIBIT A

• Commercial General Liability. With limits not less than $2,000,000 per occurrence and $5,000,000 aggregate (which limits may be satisfied by the combination of underlying and excess (umbrella) policies), including products liability and completed operations, personal and advertising injury and contractual liability coverages, written on an occurrence form. The Gaming Enterprise shall be added as an additional insured and this insurance will be primary and non-contributing with any insurance otherwise available to the Gaming Enterprise. Such insurance shall also include a waiver of the insurer’s subrogation rights against Gaming Enterprise.

• Commercial Auto Liability. Covering all owned, non-owned and hired automobiles of Vendor, with a combined single limit of $2,000,000 for each accident. The Gaming Enterprise shall be added as an additional insured and this insurance will be primary and non-contributing with any insurance otherwise available to the Gaming Enterprise. Such insurance shall also include a waiver of the insurer’s subrogation rights against Gaming Enterprise;

• Worker’s Compensation. Which will apply to all persons employed by Vendor as prescribed by law with statutory limits; and

• Employer’s Liability. With minimum limits as follows: Each Accident: $1,000,000; Each Employee: $1,000,000; and Policy Limit: $1,000,000. Such insurance shall also include a waiver of the insurer’s subrogation rights against Gaming Enterprise.

The insurance required must be underwritten by companies with a minimum rating of not less than “A -” in the most current available “Best’s Insurance Reports”. Vendor will be responsible for all deductibles and retentions on insurance policies it holds. Vendor shall provide evidence of such insurance in the form of insurance certificates provided prior to execution of this Agreement. Renewal certificates of insurance shall be provided annually evidencing continuous coverage. The Gaming Enterprise may also request updated certificate(s) of insurance from Vendor, and Vendor will provide the updated certificate(s) within five business days of the Gaming Enterprise’s request. Policy limits may not be reduced, terms changed or the policy canceled during the Term or for the one (1) year period immediately thereafter. If Vendor receives written notice that any of the above required policies will be cancelled, Vendor will promptly notify the Buyer in writing and provide a certificate showing replacement or reinstated coverage no later than five (5) days prior to the date of cancellation. The Gaming Enterprise’s acceptance of Vendor’s insurance certificate(s) will not be considered a limitation of Vendor’s liability under the terms of this Agreement, nor an agreement by the Gaming Enterprise to assume liability in excess of the amounts stated on the certificate(s) or for risks not insured against.

SMSC Gaming Enterprise d.b.a. Mystic Lake Casino & Little Six Casino Supplier Requirements

• All suppliers are required to remain in compliance with the Shakopee Mdewakanton Sioux Community Gaming Commission. License/Registration must be renewed annually by the supplier. SMSC Gaming Enterprise cannot conduct any business with unlicensed/unregistered suppliers.
• All products/services require a Purchase Order issued by the SMSC Gaming Enterprise Purchasing Department.
• Any change to the original Purchase Order must be authorized by the SMSC Gaming Enterprise Purchasing Department. This includes pricing, quantity or product substitution.
• Any meetings with SMSC Gaming Enterprise end-users/departments should include a Purchasing Representative when appropriate.
• Mystic Lake Casino Hotel and Little Six Casino should be considered a single business entity for service and pricing consideration.
• Standard terms are Net 30 days, unless otherwise negotiated by the SMSC Gaming Enterprise Purchasing Department.
• Standard shipping method is “Prepay & Add” unless otherwise specified on the Purchase Order.

• All orders must be delivered to the Receiving Dock at Mystic Lake Casino Hotel, 2400 Mystic Lake Blvd., Prior Lake, MN 55372; unless otherwise specified on the Purchase Order.
• A Packing Slip with SMSC Gaming Enterprise’s Purchase Order Number, order quantity and item description clearly printed on it, must accompany every delivery.
• Ship orders complete whenever possible.
• Home deliveries to SMSC Gaming Enterprise team members are strictly prohibited.

• All invoices must state “Invoice” and include Purchase Order Number and Packing Slip details.
• All invoices must be mailed to:  Accounts Payable, SMSC Gaming Enterprise, 2400 Mystic Lake Blvd., Prior Lake, MN 55372; or emailed to: Accounts.Payable@mysticlake.com.
• SMSC Gaming Enterprise is a tax-exempt entity and invoices must reflect such status.

• Suppliers engaged in business associations with SMSC Gaming Enterprise are expected to be free of any financial interests or relationships with team members of the SMSC Gaming Enterprise that could create a conflict of interest, perceived or real, and situations whereby such a relationship could affect or influence the decision making process of the team member representing the SMSC Gaming Enterprise.
• SMSC Gaming Enterprise’s team members are expressly prohibited from personally benefiting from any purchase of products/services by the company and are prohibited from deriving personal gain from actions taken or associations made in their capacity as a representative of the company. As such, SMSC Gaming Enterprise team members may only receive meals/gifts which are business related and appropriate to the circumstances, when no effort is made to prevent disclosure and when they are minimal in value.