Fresno City Council
August 27, 2026

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FORMAL COOPERATIVE PURCHASE AGREEMENT THIS AGREEMENT (Agreement) is made and entered into, effective on__________________, by and between CITY OF FRESNO, a California municipal corporation (City), and UNITED RENTALS (North America) INC., a Connecticut Corporation (Vendor). AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:1. The Charter for the City allows for cooperative purchase agreements for materials, supplies, and equipment. The City may use another government agency’s agreement, as an exception to the competitive bid process. The Parties agree that United Rentals (North America) Inc. has entered a contract with Sourcewell Contract 040924-URI (Original Government Contract). The solicitation for the Original Government Contract is attached as Exhibit A. 2. Vendor’s Obligation. Vendor shall provide those services and carry out that work described in the Original Government Contract, which is attached hereto as Exhibit B and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 3. City’s Obligation. City shall make to the Vendor those payments described in Exhibits A and B, subject to all the terms and condition contained or incorporated herein 4. Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non-material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows: a) City’s Insurance and Indemnity provisions attached as Exhibit C. b) Address change for the City: Notwithstanding the address and contract information for the government entity as set out in Exhibit B, the Vendor agrees that notices and invoices will be sent to: City of Fresno Attention: Melissa Perales 2101 G Street, Bldg. A Fresno, CA 93706 Phone: (559) 621-1157 E-mail: [email protected] c) Notwithstanding anything in Exhibits A and B to the contrary, this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding however, any conflict of laws rule which would apply the law of another jurisdiction.

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Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.d) All other provisions in the Original Government Contract are fully binding on the parties and will represent the agreement between the City and the Vendor. 5. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [Signatures follow on the next page.] GSD-B Formal Product CPA - DPW (12-2023) -3-
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written.CITY OF FRESNO,a California municipal corporation By:________________________MELISSA PERALESPurchasing Manager General Services DepartmentAPPROVED AS TO FORM: ANDREW JANZCity AttorneyBy:________________________DateUNITED RENTALS (North America) INC, Connecticut Corporation By:Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Deputy City AttorneyATTEST: TODD STERMER, MMC By:________________________ Deputy Date Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) VENDOR: United Rentals (North America) Inc Attention: Daniel Cunningham 100 First Stamford Place, Suite 700 Stamford, CT 06902 Phone: (877) 874-4468 E-mail: [email protected]: Exhibit A - Original Solicitation Exhibit B - Original Government Contract Exhibit C - City’s Insurance and Indemnity

EXHIBIT A
Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 1 RFP #040924REQUEST FOR PROPOSALSforRental Equipment, Products, and Related ServicesProposal Due Date: April 9, 2024, 4:30 p.m., Central TimeSourcewell, a State of Minnesota local government unit and service cooperative, is requestingproposals for Rental Equipment, Products, and Related Services to result in a contracting solutionfor use by its Participating Entities. Sourcewell Participating Entities include thousands ofgovernmental, higher education, K12 education, nonprofit, tribal government, and other publicagencies located in the United States and Canada. A full copy of the Request for Proposals can befound on the Sourcewell Procurement Portal [https://proportal.sourcewellmn.gov]. Onlyproposals submitted through the Sourcewell Procurement Portal will be considered. Proposalsare due no later than April 9, 2024, at 4:30 p.m. Central Time, and late proposals will not beconsidered.SOLICITATION SCHEDULEPublic Notice of RFP Published: February 20, 2024Preproposal Conference: March 12, 2024, 10:00 a.m., CentralTimeQuestion Submission Deadline: April 1, 2024, 4:30 p.m., Central TimeProposal Due Date: April 9, 2024, 4:30 p.m., Central TimeLate responses will not be considered.Opening: April 9, 2024, 4:30 p.m., Central TimeSee RFP Section V.G.“Opening”

Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 2 I. ABOUT SOURCEWELLA. SOURCEWELLSourcewell is a State of Minnesota local government unit and service cooperative createdunder the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitatesa competitive public solicitation and contract award process for the benefit of its 50,000+participating entities across the United States and Canada.Sourcewell’ssolicitation processcomplies with State of Minnesota law and policies, conforms to Canadian trade agreements(including Canadian Free Trade Agreement, OntarioQuebec Trade and CooperationAgreement, and CanadaEuropean Union Comprehensive Economic and Trade Agreement, asapplicable), and results in cooperative purchasing solutions from whichSourcewell’sParticipating Entities procure equipment, products, and services.Cooperative purchasing provides participating entities and suppliers increased administrativeefficiencies and the power of combined purchasing volume that result in overall cost savings. Attimes, Sourcewell also partners with other purchasing cooperatives to combine the purchasingvolume of their membership into a single solicitation and contract expanding the reach ofcontractedsuppliers’potential pool of end users.Sourcewell uses a websitebased platform, the Sourcewell Procurement Portal, through whichall proposals to this RFP must be submitted.B. USE OF RESULTING CONTRACTSIn the United States,Sourcewell’scontracts are available for use by: Federal and state government entities1; Cities, towns, and counties/parishes; Education service cooperatives; K12 and higher education entities; Tribal government entities; Some nonprofit entities; and Other public entities.In Canada,Sourcewell’scontracts are available for use by: Provincial and territorial government departments, ministries, agencies, boards,councils, committees, commissions, and similar agencies; Indigenous selfgoverning bodies; Regional, local, district, and other forms of municipal government, municipalorganizations, school boards, and publicly funded academic, health, and social service 1 Pursuant to HAR §31282, the State of Hawaii, Department of Accounting and General Services, State Procurement Office, on behalf of theState of Hawaii and participating jurisdictions, has provided notice of its Intent to Participate in the solicitation as a participating entity.

Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 3 entities referred to as MASH sector (this should be construed to include but not belimited to the Cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well asany corporation or entity owned or controlled by one or more of the preceding entities; Crown corporations, government enterprises, and otherentities that are owned orcontrolled by these entities through ownership interest; and Members of the Canoe procurement group of Canada, and their partner associations:Canoe members are regional, local, district or other forms of municipal government,school boards, publiclyfunded academic, health and social service entities in Albertaand across Canada, as well as any corporation or entity owned or controlled by one ormore of the preceding entities–as well as partner associations, including SaskatchewanAssociation of Rural Municipalities, Association of Manitoba Municipalities, LocalAuthorities Services/Association of Municipalities Ontario, Nova Scotia Federation ofMunicipalities, Federation of Prince Edward Island Municipalities, MunicipalitiesNewfoundland Labrador, Union of New Brunswick Municipalities, North WestTerritories Association of Communities, CivicInfo BC, and their members.For a listing of current United States and Canadian Participating Entities visitSourcewell’swebsite (note: there is a tab for each country):https://www.sourcewellmn.gov/sourcewellforvendors/agencylocator.Participating Entities typically access contracted equipment, products, or services through apurchase order issued directly to the contracted supplier. A Participating Entity may requestadditional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntaryand Participating Entities retain the right to obtain similar equipment, products, or servicesfrom other sources.To meet ParticipatingEntities’needs, Sourcewell broadly publishes public notice of allsolicitation opportunities, including this RFP. In addition, where applicable, other purchasingcooperatives and procurement officials receive notice and are encouraged to repost thesolicitation opportunity.Proof of publication will be available at the conclusion of the solicitation process.II. SOLICITATION DETAILSA. SOLUTIONSBASED SOLICITATIONThis RFP and contract award process is a solutionsbased solicitation; meaning that Sourcewellis seeking equipment, products, or services that meet the general requirements of the scope ofthis RFP and that are commonly desired or are required by law or industry standards.

Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 4 B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICESIt is expected that proposers will offer a wide array of equipment, products, or services at lowerprices and with better value than what they would ordinarily offer to a single governmententity, a school district, or a regional cooperative.1. Sourcewell is seeking proposals for Rental Equipment, Products, andRelated Services.Awards under this solicitation will be made in three (3) separate categories. No proposer shouldselect more than one category to respond to due to the RFP being structured such thatCategory 1 enables a supplier to respond with a single response that includes solutions fromboth categories 2and 3. Whereas, those with only solutions in Category 2 or 3, should respondto the corresponding category whose scope includes those solutions (e.g., either category 2 or3).Proposers submitting a proposal in Category 1 must have at least one solution from each ofcategories 2 and 3. For example, if a Proposer offers at least one solution from Constructionand General Rental Solutions, in addition to offering at least one solution from Public Worksand Utility Equipment, the Proposer should designate it is seeking an award in Category 1 only.Proposers seeking an award in Category 2 mustinclude at least one solution offered within thescope of Category 2 for Construction and General Rental Solutions and no solutions fromCategory 3 Public Works and Public Utility Equipment.Similarly, proposers seeking an award in Category 3 for Public Works and Public Utility Equipmentmust include at least one solutionoffered within the scope of Category 3 for Public Works andPublic Utility Equipment and no solutions from Category 2 Construction and General RentalSolutions.Category 1: Rental Equipment, Products and Related Services such as:a. Construction Equipment and General Rental Solutions (Category 2); andb. Public Works and Public Utility Equipment (Category 3).Category 2: Construction Equipment and General Rental Solutions including but not limited to:a. Earth moving equipment;b. Aerial equipment;c. Compaction equipment;d. Industrial;e. Roadway;f. Concrete equipment;g. Landscape equipment;h. Trailers;i. Lighting equipment;j. Barricades;k. Signs; Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 5 l. Batteries or charging equipment;m. Generators;n. Wash stations;o. Portable restrooms;p. Temporary shelters; andq. Used rental equipment salesCategory 3: Public Works and Public Utility Equipment, including but not limited to:a. Sewer vac & hydro or air excavators;b. Street maintenance and cleaning equipment;c. Bucket trucks;d. Diggers;e. Rolloff trucks;f. Refuse trucks; andg. Waste and debris handling equipment.Proposers may include related services, including delivery, installation or setup, removal, repair,maintenance, equipment training programs, and safety training programs, and rentalequipment protection plans to the extent these services are ancillaryor complementary tocategories 1, 2, and 3 above.The primary focus of this solicitation is on Rental Equipment, Products, and Related Services.This solicitation should NOT be construed to include:a. Automobile (car or truck) rental or leasingb. Party or event rental only solutionGenerally, the solutions for Participating Entities are turnkey solutions, providing acombination of equipment, products and services, delivery, and installation to a properlyoperating status. However, equipmentonly or productsonly solutions may be appropriate forsituations where Participating Entities possess the ability, either inhouse or through local thirdparty contractors, to properly install and bring to operation the equipment or products beingproposed.Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment,products, and services provided under a resulting contract. If proposer is including theequipment, products, and services of its subsidiary entities, the proposer must also identify allincluded subsidiaries in its proposal. If proposer requires the use of distributors, dealers,resellers, or subcontractors to provide the equipment, products, or services, the proposal mustaddress how the equipment, products or services will be provided to Participating Entities, anddescribe the network of distributors, dealers, resellers, and/or subcontractors that will beavailable to serve Participating Entities under a resulting contract.

Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 6 Sourcewell encourages suppliers to offer the broadest possible selection of equipment,products, and services being proposed over the largest possible geographic area and to thelargest possible crosssection of Sourcewell current and future Participating Entities.C. REQUIREMENTSIt is expected that proposers have knowledge of all applicable industry standards, laws, andregulations and possess an ability to market and distribute the equipment, products, or servicesto Participating Entities.1. Safety Requirements. All items proposed must comply with current applicable safety orregulatory standards or codes.2. Deviation from Industry Standard. Deviations from industry standards must beidentified with an explanation of how the equipment, products, and services will provideequivalent function, coverage, performance, and/or related services.3. New Equipment and Products. Proposed equipment and products must be for new,current model; however, proposer may offer certain closeout equipment or products ifit is specifically noted in the Pricing proposal.4. Delivered and operational. Unless clearly noted in the proposal, equipment andproducts must be delivered to the Participating Entity as operational.5. Warranty. All equipment, products, supplies, and services must be covered by awarranty that is the industry standard or better.D. PROSPECTIVE CONTRACT TERMThe term of any resulting contract(s) awarded by Sourcewell under this solicitation will be fouryears. Sourcewell and supplier may agree to up to three additional oneyear extensions basedon the best interests of Sourcewell and its Participating Entities. Sourcewell retains the right toconsider additional extensions beyond seven years as required under exceptionalcircumstances.E. ESTIMATED CONTRACT VALUE AND USAGEBased on past volume of similar contracts, the estimated annual value of all transactions fromcontracts resulting from this RFP are anticipated to be USD $90M; therefore, proposers areexpected to propose volume pricing. Sourcewell anticipates considerable activity under thecontract(s) awarded from this RFP; however, sales and sales volume from any resulting contractare not guaranteed.F. MARKETING PLANProposer’ssales force will be the primary source of communication with Participating Entities.Theproposer’sMarketing Plan should demonstrateproposer’sability to deploy a sales force or Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 7 dealer network to Participating Entities, as well asproposer’ssales and service capabilities. It isexpected that proposer will promote and market any contract award.G. ADDITIONAL CONSIDERATIONS1. Contracts will be awarded to proposers able to best meet the need of ParticipatingEntities. Proposers should submit their complete line of equipment, products, orservices that are applicable to the scope of this RFP.2. A proposer may submit only one proposal. If related, affiliated, or subsidiary entitieselect to submit separate proposals, rather than a single parententity proposal, eachsuch proposal must be prepared independently and without cooperation, collaboration,or collusion.3. If a proposer works with a consultant on its proposal, the consultant (an individual orcompany) may not assist any other entity with a proposal for this solicitation.4. Proposers should include all relevant information in its proposal, since Sourcewellcannot consider information that is not included in the proposal. Sourcewell reservesthe right to verifyproposer’sinformation and may request clarification from a proposer,including samples of the proposed equipment or products.5. Dependingupon the responses received in a given category, Sourcewell may need toorganize responses into subcategories in order to provide the broadest coverage of therequested equipment, products, or services to Participating Entities. Awards may bebased on a subcategory.6. Aproposer’sdocumented negative past performance with Sourcewell or itsParticipating Entities occurring under a previously awarded Sourcewell contract may beconsidered in the evaluation of a proposal.III. PRICINGA. REQUIREMENTSAll proposed pricing must be:1. Either LineItem Pricing or Percentage Discount from Catalog Pricing, or a combination ofthese:a. Lineitem Pricingis pricing based on each individual product or services.Each line mustindicate theproposer’spublished“List Price,”as well as the“Contract Price.”b. Percentage Discount from Catalog or Categoryis based on a percentage discount froma catalog or list price, defined as a publishedManufacturer’sSuggested Retail Price(MSRP) for the products or services. Individualized percentage discounts can beapplied to any number of defined product groupings. Proposers will be responsiblefor providing and maintaining current published MSRP with Sourcewell, and thispricing must be included in its proposal and provided throughout the term of anycontract resulting from this RFP.

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2. Theproposer’snot to exceed price. A not to exceed price is the highest price for whichequipment, products, or services may be billed to a Participating Entity. However, it ispermissible for suppliers to sell at a price that is lower than the contracted price.3. Stated in U.S. and Canadian dollars (as applicable).4. Clearly understandable, complete, and fully describe the total cost of acquisition (e.g., thecost of the proposed equipment, products, and services delivered and operational for itsintended purpose in the ParticipatingEntity’slocation).Proposers should clearly identify any costs that are NOT included in the proposed product orservice pricing. This may include items such as installation, set up, mandatory training, or initialinspection. Include identification of any parties that impose such costs and their relationship tothe proposer. Additionally, proposers should clearly describe any unique distribution and/ordelivery methods or options offered in the proposal.B. ADMINISTRATIVE FEESProposers awarded a contract are expected to pay to Sourcewell an administrative fee inexchange for Sourcewell facilitating the resulting contracts. The administrative fee is normallycalculated as a percentage of the total sales to Participating Entities for all contracted equipment,products, or services made during a calendar quarter, andis typically one percent (1%) to twopercent (2%). In some categories, a flat fee may be an acceptable alternative.IV. CONTRACTProposers awarded a contract will be required to execute a contract with Sourcewell (seeattached template). Only those modifications the proposer indicates in its proposal will beavailable for discussion. Much of the language in the Contract reflects Minnesota legalrequirements and cannot be altered. Numerous and/or onerous exceptions that contradictMinnesota law may result in the proposal being disqualified from further review andevaluation.To identify any exception, or to request any modification, toSourcewell’sstandard Contractterms,conditions, or specifications, a proposer must submit the proposed exception(s) orrequested modification(s) via redline in the Contract Template provided in the“Documents”section of the“Bid Details”page on the Sourcewell Procurement Portal and uploaded as part ofits response. Only those exceptions noted at the time of the proposal submission will beconsidered.Exceptions must:1. Clearly identify the affected article and section.2. Clearly note the requested modification; and as applicable, provide requestedalternative language.Unclear requests will be automatically denied.

Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 9 Only those exceptions that have been accepted by Sourcewell will be included in the contractdocument provided to the awarded supplier for signature.If a proposer receives a contract award resulting from this solicitation it will have up to 30 daysto sign and return the contract. After that time, atSourcewell’ssole discretion, the contractaward may be revoked.V. RFP PROCESSA. PREPROPOSAL CONFERENCESourcewell will hold an optional, nonmandatory preproposal conference via webcast on thedate and time noted in the Solicitation Schedule for this RFP and on the SourcewellProcurement Portal. The purpose of this conference is to allow potential proposers to askquestions regarding this RFP andSourcewell’scompetitive contracting process. Informationabout the webcast will be sent to all entities that have registered for this solicitationopportunity through their Sourcewell Procurement Portal Vendor Account. Preproposalconference attendance is optional.B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATIONAll questions regarding this RFP must be submitted through the Sourcewell Procurement Portal.The deadline for submission of questions is found in the Solicitation Schedule and on theSourcewell Procurement Portal. Answers to questions will be issued through an addendum tothis RFP. Repetitive questions will be summarized into asingle answer and identifyinginformation will be removed from the submitted questions.All questions, whether specific to a proposer or generally related to the RFP, must be submittedusing this process. Do not contact individual Sourcewell staff to ask questions or requestinformation as this may disqualify the proposer from responding to this RFP. Sourcewell will notrespond to questions submitted after the deadline.C. ADDENDASourcewell may modify this RFP at any time prior to the proposal due date by issuing anaddendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered topotential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liabilityin connection with the delivery of any addenda.Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, ifany, must be acknowledged by the proposer by checking the box for each addendum. It is theresponsibility of the proposer to check for any addenda that may have been issued up to thesolicitation due date and time.

Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 10 If an addendum is issued after a proposer submitted its proposal, the Sourcewell ProcurementPortal will WITHDRAW the submission and change theproposer’sproposal status toINCOMPLETE. The proposer can view this status change in the“MY BIDS”section of theSourcewell Procurement Portal Vendor Account. The proposer is solely responsible to check the“MY BIDS”section of the Sourcewell Procurement Portal Vendor Account periodically aftersubmitting its proposal (and up to the Proposal Due Date). If theproposer’sproposal status haschanged to INCOMPLETE, the proposer is solely responsible to:i) make any required adjustments to its proposal;ii) acknowledge the addenda; andiii) ensure the resubmitted proposal is received through the Sourcewell Procurement Portalno later than the Proposal Due Date and time shown in the Solicitation Schedule above.D. PROPOSAL SUBMISSIONProposer’scomplete proposal must be submitted through the Sourcewell Procurement Portalno later than the date and time specified in the Solicitation Schedule. Any other form ofproposal submission, whether electronic, paper, or otherwise, will not be considered bySourcewell.Late proposals will not be considered.It is theproposer’ssole responsibility toensure that the proposal is received on time.It is recommended that proposers allow sufficient time to upload the proposal and to resolveany issues that may arise. The time and date that a proposal is received by Sourcewell is solelydetermined by the Sourcewell Procurement Portalweb clock.In the event of problems with the Sourcewell Procurement Portal, follow the instructions fortechnical support posted in the portal. It may take up to 24 hours to respond to certain issues.Upon successful submission of a proposal, the Sourcewell Procurement Portal will automaticallygenerate a confirmation email to the proposer. If the proposer does not receive a confirmationemail, contactSourcewell’ssupport provider [email protected] ensure receipt of the latest information and updates via email regarding this solicitation, orif the proposer has obtained this solicitation document from a third party, the onus is on theproposer to create a Sourcewell Procurement Portal Vendor Account and register for thissolicitation opportunity.Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by anauthorized representative of the proposer attesting that the information contained in in theproposal is true and accurate. By submitting a proposal, proposer warrants that the informationprovided is true, correct, and reliable for purposes of evaluation for potential contract award.The submission of inaccurate, misleading, or false information is grounds for disqualificationfrom a contract award and may subject the proposer to remedies available by law.E. GENERAL PROPOSAL REQUIREMENTS Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 11 Proposals must be: In substantial compliance with the requirements of this RFP or it will be considerednonresponsive and be rejected.Complete. A proposal will be rejected if it is conditional or incomplete. Submitted in English. Valid and irrevocable for 90 days following the Proposal Due Date.Any and all costs incurred in responding to this RFP will be borne by the proposer.F. PROPOSAL WITHDRAWALPrior to the proposal deadline, a proposer may withdraw its proposal.G. OPENINGThe Opening of proposals will be conducted in the Sourcewell Procurement Portal immediatelyfollowing the proposal due date and time. To view the list of proposers resulting from theopening, verify that the Sourcewell Procurement Portal opportunities list search is set to“All”or“Closed.”Members of the public may attend the Opening atSourcewell’soffice located at 202 12thStreet NE, Staples, MN to hear the results.VI. EVALUATION AND AWARDA. EVALUATIONIt is the intent of Sourcewell to award one or more contracts to responsive and responsibleproposers offering the best overall quality, selection of equipment, products, and services, andprice that meet the commonly requested specifications of Sourcewell and its ParticipatingEntities. The award(s) will be limited to the numberof proposers that Sourcewell determines isnecessary to meet the needs of its Participating Entities.Factors to be considered in determining the number of contracts to be awarded in any categorymay include the following: Total evaluation scores (giving consideration to natural breaks in the scoring ofresponsive proposals); The number and geographic location of highestscoring proposers that offer:o A comprehensive selection of the requested equipment, products, or services;o A sales and service network ensuring availability and coverage for ParticipatingEntities’use; and Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 12 oOther attributes of the proposer or contents of its proposal that assist ParticipatingEntities in achieving environmental and social requirements, and goals.Information submitted as part of a proposal should be as specific as possible when respondingto the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product.B. AWARD(S)Award(s) will be made to the highestscoring proposer(s) whose proposal conforms to allconditions and requirements of the RFP, and consistent with the award criteria defined in thisRFP.Sourcewell may request written clarification of a proposal at any time during the evaluationprocess.Proposal evaluation will be based on the following scoring criteria and the Sourcewell EvaluatorScoring Guide (a copy is available in the Sourcewell Procurement Portal):Conformance to RFP Requirements 50Financial Viability and Marketplace Success 75Ability to Sell and Deliver Service 100Marketing Plan 50Value Added Attributes 75Warranty 50Depth and Breadthof Offered Equipment, Products, or Services 200Pricing 400TOTAL POINTS 1000C. PROTESTS OF AWARDSAny protest made under this RFP by a proposer must be in writing, addressed toSourcewell’sExecutive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O.Box 219, Staples, MN 56479. All documents that comprise the complete protest package mustbe received, and time stamped at the Sourcewell office by 4:30 p.m., Central Time, no laterthan 10 calendar days followingSourcewell’snotice of contract award(s) or nonaward. Aprotest must allege a procedural, technical, or legal defect, with supporting documentation. Aprotest that merely requests a reevaluation of aproposal’scontent will not be entertainedA protest must include the following items: The name, address, and telephone number of the protester; Identification of the solicitation by RFP number; A precise statement of the relevant facts; Identification of the alleged procedural, technical, or legal defect; Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 13 Analysis of the basis for the protest; Any additional supporting documentation; The original signature of the protester or its representative; and Protest bond in the amount of $20,000 (except where prohibited by law or treaty).Protests that do not address these elements will not be reviewed.D. RIGHTS RESERVEDThis RFP does not commit Sourcewell to award any contract, and a proposal may be rejected ifit is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that containfalse statements or do not support an attribute or condition stated by the proposer may berejected.Sourcewell reserves the right to: Modify or cancel this RFP at any time; Reject any and all proposals received; Reject proposals that do not comply with the provisions of this RFP; Select, for contracts or for discussion, a proposal other than that with the lowest cost; Independently verify any information provided in a proposal; Disqualify any proposer that does not meet the requirements of this RFP, is debarred orsuspended by the United States or Canada, State of Minnesota, ParticipatingEntity’sstate or province; has an officer, or other key personnel, who have been charged with aserious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are areasonable prospect; Waive or modify any informalities, irregularities, or inconsistencies in the proposalsreceived; Clarify any part of a proposal and discuss any aspect of the proposal with any proposer;and negotiate with more than one proposer; Award a contract if only one responsive proposal is received if it is in the best interest ofParticipating Entities; and Award a contract to one or more proposers if it is in the best interest of ParticipatingEntities.E. DISPOSITION OF PROPOSALSAll materials submitted in response to this RFP will become property of Sourcewell and willbecome public record in accordance with Minnesota Statutes Section 13.591, after negotiationsare complete. Sourcewell considers that negotiations are complete upon execution of aresulting contract. It is theproposer’sresponsibility to clearly identify any data submitted thatit considers to be protected. Proposer must also include a justification for the classificationciting the applicable Minnesota law. Sourcewell may reject proposals that are markedconfidential or nonpublic, either substantially or in their entirety.

Rev. 3/2022 Sourcewell RFP #040924Rental Equipment, Products, and Related ServicesPage 14 Sourcewell will not consider the prices submitted by the proposer to be confidential,proprietary, or trade secret materials. Financial information, including financial statements,provided by a proposer is not considered trade secret under the statutory definition. 02/20/2024Addendum No. 1Solicitation Number: RFP 040924Solicitation Name: Rental Equipment, Products, and Related ServicesConsider the following Question and Answer to be part of the abovetitled solicitationdocuments. The remainder of the documents remain unchanged.Question 1:Is this RFP only for the state of Minnesota?Answer 1:Sourcewell is seeking solutions to serve the largest possible crosssection of current andpotential Sourcewell participating entities or members. Refer to the RFP Article I. onParticipating Entities and Use of the Resulting Contracts for details.End of AddendumAcknowledgement of this Addendum to RFP 040924 posted to the SourcewellProcurement Portal on 02/20/2024, is required at the time of proposal submittal.

02/21/2024Addendum No. 2Solicitation Number: RFP 040924Solicitation Name: Rental Equipment, Products, and Related ServicesConsider the following Question and Answer to be part of the abovetitled solicitationdocuments. The remainder of the documents remain unchanged.Question 1:If we are to submit for this, are we able to advise what service area the rates would befor?Answer 1:The Sourcewell solicitation is an open competitive process. A proposer is not required tocover every geographic region to be considered for award. Each proposal is evaluatedbased on the criteria stated in the RFP.End of AddendumAcknowledgement of this Addendum to RFP 040924 posted to the SourcewellProcurement Portal on 02/21/2024, is required at the time of proposal submittal.

02/28/2024Addendum No. 3Solicitation Number: RFP 040924Solicitation Name: Rental Equipment, Products, and Related ServicesConsider the following Questions and Answers to be part of the abovetitled solicitationdocuments. The remainder of the documents remain unchanged.Question 1:Would a Charging as a Service offering qualify under Sourcewell's Rental Equipment,Products, and Related Services RFP, or would Sourcewell consider our application out ofscope? The RFP mentions Utility Equipment in Category 3 so I think it would qualify.Answer 1:The Sourcewell RFP is an open and competitive solicitation process. Each proposer, in itsdiscretion, will propose the equipment, products, and services that it deems to fallwithinSourcewell’srequested equipment, products, and services as described in theRFP.Question 2:Our company supports Washington, Oregon and California. Can I be informed ofopportunities only inour area?Answer 2:That is not a capability of our platform at this time.End of AddendumAcknowledgement of this Addendum to RFP 040924 posted to the SourcewellProcurement Portal on 02/28/2024, is required at the time of proposal submittal.

03/13/2024Addendum No. 4Solicitation Number: RFP 040924Solicitation Name: Rental Equipment, Products, and Related ServicesConsider the following Questions and Answers to be part of the abovetitled solicitationdocuments. The remainder of the documents remain unchanged.Question 1:Do you have to have coverage across the US to be awarded? Would an award beconsidered for limited coverage?Answer 1:A proposer is not required to cover every geographic region to be considered for award.Each proposal is evaluated based on the criteria stated in the RFP.Question 2:How many bidders will be awarded (sic)?Answer 2:Refer to RFP section VI. Section A. It is the intent of Sourcewell to award one or morecontracts to responsive and responsible proposers offering the best overall quality,selection of equipment, products, and services, and price that meetthe commonlyrequested specifications of Sourcewell and its Participating Entities. The award(s) will belimited to the number of proposers that Sourcewell determines is necessary to meet theneeds of its Participating Entities.Question 3:Is it correct that only United Rentals, Sunbelt Rentals and Caterpillar hold this contractcurrently (sic)? If so, do smaller suppliers have a reasonable chance to get in the awardcircle (sic)?

Answer 3:The current contract holders for RFP #062320, Equipment Rental and Related Services,are Altec Industries, Inc., Caterpillar Inc., Sunbelt Rentals, and United Rentals. ContractAwards for all Sourcewell contracts can be found atwww.sourcewellmn.gov. Award(s)will be made to the highestscoring proposer(s) whose proposal conforms to allconditions and requirements of the RFP, and consistent with the award criteria definedin this RFP.Question 4:Considering the substantial effort involved in submitting, why is this just an annualcontract as opposed to a multiyearcontract?Answer 4:Refer to section II., Article D. The term of any resulting contract(s) awarded bySourcewell under this solicitation will be four years. Sourcewell and supplier may agreeto up to three additional oneyear extensions based on the best interests of Sourcewelland its Participating Entities. Sourcewell retains the right to consider additionalextensions beyond seven years as required under exceptional circumstances.Question 5:In order to benefit all Sourcewell members, we respectfully request that item“Q –UsedRental EquipmentSales”from category 2, also be added to category 3 to support theselisted product offerings (sic)?Answer 5:If a proposer wishes to sell used rental equipment per 2. q., and something fromCategory 3, they could propose in Category 1. Selling any used rental equipment wouldfall under Category 2.Question 6:Can you acknowledge addenda after submission?Answer 6:Refer to RFP Article V. Section C. If an addendum is issued after a proposer submittedits proposal, the Sourcewell Procurement Portal will WITHDRAW the submission andchange theproposer’sproposal status to INCOMPLETE. The proposer can view thisstatus change in the“MY BIDS”section of the Sourcewell Procurement Portal VendorAccount. The proposer is solely responsible to check the“MY BIDS”section of theSourcewell Procurement Portal Vendor Account periodically after submitting itsproposal (and up to the Proposal Due Date). If theproposer’sproposal status haschanged to INCOMPLETE, the proposer is solely responsible to:
i) make any required adjustments to its proposal;ii) acknowledge the addenda; andiii) ensure the resubmitted proposal is received through the Sourcewell ProcurementPortal no later than the Proposal Due Date and time shown in the SolicitationSchedule above.End of AddendumAcknowledgement of this Addendum to RFP 040924 posted to the SourcewellProcurement Portal on 03/13/2024, is required at the time of proposal submittal.

EXHIBIT B Original Government Contract
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Solicitation Number: RFP #040924 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and United Rentals (North America), Inc., 100 First Stamford Place, Suite 700, Stamford, CT 06902 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Rental Equipment, Products, and Related Services from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACTA. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.EXPIRATION DATE AND EXTENSION. This Contract expires June 11, 2028, unless it is cancelled sooner pursuant to Article 22. This Contract allows up to three additional one-year extensions upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances. B. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, allpayment obligations incurred prior to expiration or termination will survive, as will thefollowing: Articles 11 through 14 survive the expiration or cancellation of this Contract. Allother rights will cease upon expiration or termination of this Contract. 040924-URI
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2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. A. WARRANTY. The following warranties apply: For equipment rentals by a Participating Entity, Supplier warrants that upon delivery the equipment rented hereunder will be in good working condition. If the equipment is not in good working condition upon delivery, Supplier shall promptly repair or replace the equipment at its sole cost and expense. If the equipment requires repair or replacement during the rental period, Supplier will promptly repair or replace the equipment at its sole cost and expense; provided, however, if the repair or replacement is necessary due to Participating Entity’s abuse, misuse, or neglect, then Participating Entity will be responsible for the cost of such repair or replacement. EXCEPT AS SET FORTH HEREIN SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE RENTAL OF EQUIPMENT. For equipment purchases by a Participating Entity, the only warranty provided with the equipment sold herein is the warranty provided by the original equipment manufacturer (“OEM”). Supplier will pass through all warranties, to the extent allowable, that the OEM provides. If a warranty claim is approved by the OEM and the OEM authorizes Supplier to repair or replace the equipment, Supplier will do so. ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED AND DISCLAIMED. For services provided to a Participating Entity, Supplier warrants the services will be performed in a good and workmanlike manner. The duration of the warranty shall be 30 days after the service is completed. If during the 30-day warranty period the equipment requires additional service, because of defective original service or a defective replacement part(s), then Supplier will re-perform the defective service and/or replace the defective part at its sole cost and expense. If the equipment has been subject to abuse, misuse, or neglect, Supplier shall have no 040924-URI
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obligation to re-perform the service or replace any part(s). The only warranty on replacement parts provided with Supplier’s service herein is the warranty provided by the original equipment manufacturer (“OEM”). Supplier will pass through all warranties, to the extent allowable, that the OEM provides. If a warranty claim on such replacement part is approved by the OEM and the OEM authorizes Supplier to repair or replace the part, Supplier will do so. EXCEPT AS SET FORTH HEREIN SUPPLIER DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO REPLACEMENT PARTS AND SERVICE OF EQUIPMENT. B. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. 040924-URI
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Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax-exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax-exempt entity. C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: Identify the applicable Sourcewell contract number; Clearly specify the requested change; Provide sufficient detail to justify the requested change; Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS 040924-URI
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A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government-owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), 040924-URI
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or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: Maintenance and management of this Contract; Timely response to all Sourcewell and Participating Entity inquiries; and Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT 040924-URI
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A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: Participating Entity Name (e.g., City of Staples Highway Department); Participating Entity Physical Street Address; Participating Entity City; Participating Entity State/Province; Participating Entity Zip/Postal Code; Participating Entity Contact Name; Participating Entity Contact Email Address; Participating Entity Contact Telephone Number; Sourcewell Assigned Entity/Participating Entity Number; Item Purchased Description; Item Purchased Price; Sourcewell Administrative Fee Applied; and Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in 040924-URI
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any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. 040924-URI
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11. INDEMNITY AND HOLD HARMLESS As applicable, Supplier agrees to indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, caused by the negligent acts or omissions of the Supplier or its agents or employees. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the 040924-URI
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breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 040924-URI
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17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: Exercise any remedy provided by law or equity, or Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation. 040924-URI
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Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits:
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$2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 040924-URI
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19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing 040924-URI
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regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. 040924-URI
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D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). 040924-URI
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H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. 040924-URI
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O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. 040924-URI
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Sourcewell United Rentals (North America), Inc. By: __________________________ By: __________________________ Jeremy Schwartz Craig Schmidt Title: Chief Procurement Officer Title: Vice President National Accounts Date: ________________________ Date: ________________________

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Table 16: Depth and Breadth - Public Works and Public Utility EquipmentIndicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary.Proposers seeking an award in Category 1 or Category 3 must include at least one solution offered within the scope of Public Works and Public Utility Equipment. See RFP Section II. B. 1. for details.We will not be submitting for Table 16: Depth and Breadth - Public Works and Public Utility EquipmentLine ItemCategory or TypeOffered*Comments93 Sewer Vac & Hydro or Air ExcavatorsYesNo94Street Maintenance & Cleaning EquipmentYesNo95 Bucket TrucksYesNo96DiggersYesNo97 Roll-Off TrucksYesNo98Refuse TrucksYesNo99 Waste & Debris Handling EquipmentYesNoExceptions to Terms, Conditions, or Specifications FormOnly those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.DocumentsEnsure your submission document(s) conforms to the following:1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewedby Sourcewell.3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan."Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

Bid Number: RFP 040924 Vendor Name: UNITED RENTALS (NORTH AMERICA), INC.

EXHIBIT C City’s Insurance and Indemnity
Exhibit CInsurance and IndemnityINDEMNIFICATIONTo the furthest extent allowed by law, VENDOR shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by CITY, VENDOR or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Contract. VENDOR'S obligations under the preceding sentence shall apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. If VENDOR should subcontract all or any portion of the work to be performed under this Contract, VENDOR shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Contract. INSURANCE REQUIREMENTS (a) Throughout the life of this Agreement, VENDOR shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, VENDOR or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to VENDOR shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.(c) The fact that insurance is obtained by VENDOR shall not be deemed to release or diminish the liability of VENDOR, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by VENDOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them. 1. PRODUCTS LIABILITY INSURANCE: VENDOR shall maintain, and provide the City of Fresno with verification of, manufacturer's products liability insurance policy in excess of $1,000,000 by providing a certificate of insurance on said Bid Item(s) equipment. Certificates shall be issued by an insurance company meeting the requirements to conduct business in the state of California. City of Fresno is required to be an additional insured with primary and non- contributory coverage in favor of the City on this General Liability Policy. If the scope of work includes delivery and/or installation, the requirements below apply in addition to the above requirements. Coverage shall be at least as broad as:1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. MINIMUM LIMITS OF INSURANCE VENDOR shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:1. COMMERCIAL GENERAL LIABILITY (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.2. COMMERCIAL AUTOMOBILE LIABILITY $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation Insurance as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than:(i) $1,000,000 each accident for bodily injury;(ii) $1,000,000 disease each employee; and,(iii) $1,000,000 disease policy limit. UMBRELLA OR EXCESS INSURANCEIn the event VENDOR purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONSVENDOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and VENDOR shall also be responsible for payment of any self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS (i) All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to CITY, except ten (10) days for nonpayment of premium. VENDOR is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, VENDOR shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, VENDOR shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.(ii) The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form. (iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees and volunteers as an additional insured all ongoing and completed operations. Additional Insured endorsements under the General Liability policy must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. (iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that VENDOR’S insurance shall be primary to and require no contribution from the City. Primary and Non Contributory language under the General Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers. (v) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.(vi) All insurance policies required herein shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. PROVIDING OF DOCUMENTS VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, VENDOR shall immediately furnish CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of VENDOR shall also be required to provide all documents noted herein. SUBCONTRACTORS If VENDOR subcontracts any or all of the services to be performed under this Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, VENDOR will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.