GSD-B Formal Product CPA - DPW (12-2023) -1-735303v1
FORMAL COOPERATIVE PURCHASE AGREEMENTTHIS AGREEMENT (Agreement) is made and entered into, effectiveon_____________________, by and between CITY OF FRESNO, a California municipal corporation (City), and QUINN COMPANY, a California 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 the Vendor has entered a contract with Sourcewell Contract #020223-CAT (Original Government Contract). The Original 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 ExhibitsA 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: Miguel Ramirez 2101 G Street, BLDG F Fresno, CA 93706 Phone: (559) 621-1126 FAX: N/A 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. 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.
GSD-B Formal Product CPA - DPW (12-2023) -2-735303v1
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) -3-735303v1
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 ManagerGeneral Services Department APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Tricia Herrera Date Deputy City Attorney ATTEST: AMY K. ALLER City Clerk By: Deputy QUINN COMPANY, a California Corporation By: Name: Title: (If corporation or LLC, Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC, CFO, Treasurer, Secretary or Assistant Secretary) VENDOR QUINN COMPANY Attention: Scott Fishel PO Box 12625 Phone: (559) 896-4040 E-mail: [email protected]: Exhibit A - Original Solicitation Exhibit B - Original Government Contract Exhibit C - City’s Insurance and Indemnity Exhibit D - Vendor Quote
EXHIBIT A
Rev. 3/2022 Sourcewell RFP #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 1 RFP #020223REQUEST FOR PROPOSALS for Medium Duty and Compact Construction Equipment with Related Attachments Proposal Due Date: February 2, 2023, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Medium Duty and Compact Construction Equipment with Related Attachments to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than February 2, 2023, at 4:30 p.m. Central Time, and late proposals will not be considered. SOLICITATION SCHEDULE Public Notice of RFP Published: December 6, 2022Pre-proposal Conference: January 4, 2023, 10:00 a.m., Central Time Question Submission Deadline: January 25, 2023, 4:30 p.m., Central TimeProposal Due Date:February 2, 2023, 4:30 p.m., Central TimeLate responses will not be considered.Opening: February 2, 2023, 6:30 p.m., Central TimeSee RFP Section V.G. “Opening” Rev. 3/2022 Sourcewell RFP #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 2 I. ABOUT SOURCEWELLA. SOURCEWELLSourcewell 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 facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements(including Canadian Free Trade Agreement, Ontario-Quebec Trade and Cooperation Agreement, and Canada-European Union Comprehensive Economic and Trade Agreement, as applicable), and results in cooperative purchasing solutions from which Sourcewell’s Participating Entities procure equipment, products, and services. Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted suppliers’ potential pool of end users. Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell’s contracts are available for use by: Federal and state government entities1; Cities, towns, and counties/parishes; Education service cooperatives; K-12 and higher education entities; Tribal government entities; Some nonprofit entities; and Other public entities. In Canada, Sourcewell’s contracts are available for use by: Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; Indigenous self-governing bodies; Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly funded academic, health, and social service 1 Pursuant to HAR §3-128-2, the State of Hawaii, Department of Accounting and General Services, State Procurement Office, on behalf of the State 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 #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 3 entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities;Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; andMembers 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, publicly-funded academic, health and social service entities in Alberta and across Canada, as well as any corporation or entity owned or controlled by one or more of the preceding entities – as well as partner associations, including Saskatchewan Association of Rural Municipalities, Association of Manitoba Municipalities, Local Authorities Services/Association of Municipalities Ontario, Nova Scotia Federation of Municipalities, Federation of Prince Edward Island Municipalities, Municipalities Newfoundland Labrador, Union of New Brunswick Municipalities, North West Territories Association of Communities, CivicInfo BC, and their members. For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country): https://www.sourcewell-mn.gov/sourcewell-for-vendors/agency-locator. Participating Entities typically access contracted equipment, products, or services through a purchase order issued directly to the contracted supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities’ needs, Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In addition, where applicable, other purchasing cooperatives and procurement officials receive notice and are encouraged to re-post the solicitation opportunity. Proof of publication will be available at the conclusion of the solicitation process. II. SOLICITATION DETAILS A. SOLUTIONS-BASED SOLICITATIONThis RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards.
Rev. 3/2022 Sourcewell RFP #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 4 B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICESIt is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative.1. Sourcewell is seeking proposals for Medium Duty and Compact Construction Equipment with Related Attachments, including, but not to limited to, the following types of medium and compact construction equipment: a. Wheeled, tracked, and backhoe loaders; b. Skid steers; c. Mini excavators; d. Telehandlers; and e. Soil compaction and site preparation equipment. Proposers may include related equipment, accessories, attachments, and services to the extent that these solutions are ancillary or complementary to the equipment, products, or services being proposed. 2. The primary focus of this solicitation is on Medium Duty and Compact Construction Equipment with Related Attachments. This solicitation should NOT be construed to include: a. Construction services; and, b. Equipment accessory, attachment, and supply only solutions. 3. This solicitation does not include those equipment, products, or services covered under categories included in pending or planned Sourcewell solicitations, or in contracts currently maintained by Sourcewell, identified below: a. Mobile Refuse Collection Vehicles with Related Equipment, Accessories, and Services (RFP #091219) b. Ag Tractors with Related Attachments, Accessories, and Supplies (RFP #110719) c. Equipment Rental with Related Services (RFP #062320)d. Forklifts and Lift Trucks with Related Services (RFP #091520) e. Grounds Maintenance Equipment, Attachments, Accessories, and Related Services (RFP #031121) f. Road Right-of-Way Maintenance Equipment (RFP #070821) g. Roadway Maintenance Equipment (RFP #080521) h. Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies (RFP #093021)i. Sewer Vacuum, Hydro-Excavation, and Municipal Pumping Equipment with Related Accessories and Supplies (RFP #101221) j. Public Utility Equipment with Related Accessories and Supplies (RFP #110421) Rev. 3/2022 Sourcewell RFP #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 5 k. Roadway Paving Equipment (RFP #060122)l. Snow and Ice Handling Equipment, Supplies, and Accessories (RFP #062222)m. Trailers with Related Equipment, Accessories, and Services (RFP #092922)n. Heavy Construction Equipment with Related Attachments and Technology (RFP #011723) o. Portable Construction Equipment with Related Accessories and Attachments (RFP #TBD) Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment-only or products-only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third-party contractors, to properly install and bring to operation the equipment or products being proposed. 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 the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Sourcewell encourages suppliers to offer the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTSIt is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes.2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent 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 close-out equipment or products if it is specifically noted in the Pricing proposal. 4. Delivered and operational. Unless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational.5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better.
Rev. 3/2022 Sourcewell RFP #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 6 D. ANTICIPATED CONTRACT TERM Sourcewell anticipates that the term of any resulting contract(s) will be four years, with an optional one-year extension that may be offered based on the best interests of Sourcewell and its Participating Entities. E. ESTIMATED CONTRACT VALUE AND USAGEBased on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $200 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contractare not guaranteed. F. MARKETING PLAN Proposer’s sales force will be the primary source of communication with Participating Entities. The proposer’s Marketing Plan should demonstrate proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as proposer’s sales and service capabilities. It is expected 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 Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. A proposer may submit only one proposal. If related, affiliated, or subsidiary entities elect to submit separate proposals, rather than a single parent-entity proposal, each such 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 or company) may not assist any other entity with a proposal for this solicitation. 4. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the proposal. Sourcewell reserves the right to verify proposer’s information and may request clarification from a proposer, including samples of the proposed equipment or products.5. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory.6. A proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal.
Rev. 3/2022 Sourcewell RFP #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 7 III. PRICINGA. REQUIREMENTSAll proposed pricing must be:1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these: a.Line-item Pricing is pricing based on each individual product or services. Each line must indicate the proposer’s published “List Price,” as well as the “Contract Price.”b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any contract resulting from this RFP. 2. The proposer’s not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be billed to a Participating Entity. However, it is permissible 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., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location). Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the proposer. Additionally, proposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal. B. ADMINISTRATIVE FEESProposers awarded a contract are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal Rev. 3/2022 Sourcewell RFP #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 8 requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the proposal being disqualified from further review and evaluation. To request a modification to the template Contract, a proposer must submit the Exceptions to Terms, Conditions, or Specifications table with its proposal. Only those exceptions noted at the time of the proposal submission will be considered. Exceptions must: 1. Clearly identify the affected article and section. 2. Clearly note the requested modification; and as applicable, provide requested alternative language.Unclear requests will be automatically denied. Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded supplier for signature. If a proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked. V. RFP PROCESS A. PRE-PROPOSAL CONFERENCESourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional.B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION All 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 the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline.
Rev. 3/2022 Sourcewell RFP #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 9 C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda.Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time. If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer’s proposal status to INCOMPLETE. The proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account. The proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer’s proposal status has changed to INCOMPLETE, the proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PROPOSAL SUBMISSION Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer’s sole responsibility to ensure that the proposal is received on time. It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a proposal is received by Sourcewell is solelydetermined by the Sourcewell Procurement Portal web clock.In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical 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 automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell’s support provider at [email protected].
Rev. 3/2022 Sourcewell RFP #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 10 To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTSProposals must be:In substantial compliance with the requirements of this RFP or it will be considered nonresponsive 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 electronically through the Sourcewell Procurement Portal. A list of all proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.” The solicitation status will automatically change to “Closed” after the Proposal Due Date and Time. VI. EVALUATION AND AWARD A. EVALUATION It is the intent of Sourcewell to award one or more contracts to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and Rev. 3/2022 Sourcewell RFP #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 11 price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: Total evaluation scores (giving consideration to natural breaks in the scoring of responsive proposals); The number and geographic location of highest-scoring 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 Participating Entities’ use; and o Other attributes of the proposer or contents of its proposal that assist Participating Entities in achieving environmental and social requirements, and goals. Information submitted as part of a proposal should be as specific as possible when responding to 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 highest-scoring proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP.Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring 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 Breadth of 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 to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O.
Rev. 3/2022 Sourcewell RFP #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 12 Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received, and time stamped at the Sourcewell office by 4:30 p.m., Central Time, no later than 10 calendar days following Sourcewell’s notice of contract award(s) or non-award. and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must allege a procedural, technical, or legal defect, with supporting documentation. A protest that merely requests a re-evaluation of a proposal’s content will not be entertained A 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; Analysis of the basis for the protest; Any additional supporting documentation; The original signature of the protester or its representative; andProtest 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 if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected. 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 or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state 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 a reasonable prospect; Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; 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 of Participating Entities; and Rev. 3/2022 Sourcewell RFP #020223 Medium Duty and Compact Construction Equipment with Related Attachments Page 13 Award a contract to one or more proposers if it is in the best interest of Participating Entities. E. DISPOSITION OF PROPOSALSAll materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. 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. 12/12/2022Addendum No. 1Solicitation Number: RFP 020223Solicitation Name: Medium Duty and Compact Construction Equipment with RelatedAttachmentsConsider the following Question and Answer to be part of the above-titled solicitationdocuments. The remainder of the documents remain unchanged.Question 1:On page 16 of the template contract, Section 21. J., there is a Buy American ProvisionsCompliance section. “To the extent applicable, Supplier must comply with all applicableprovisions of the Buy American Act.”Does this mean a product manufactured outside the US does not comply?Answer 1:Sourcewell contract template Section 21. – Provisions for Non-United States FederalEntity Procurement Under United States Federal Awards or Other Awards, only applieswhen a Participating Entity accesses Supplier’s Equipment, Products, or Services withUnited States federal funds. The Buy American Provisions Compliance subsectionrequires compliance to the extent applicable.A proposer may request a modification to the Sourcewell contract template as part of aproposal. To request a modification to the template contract terms, conditions, orspecifications, a proposer may complete and submit the Exceptions to Terms,Conditions, or Specifications Table, which is found as the final Table of Step 1 in theproposal submission process.End of AddendumAcknowledgement of this Addendum to RFP 020223 posted to the SourcewellProcurement Portal on 12/12/2022, is required at the time of proposal submittal.
12/27/2022Addendum No. 2Solicitation Number: RFP 020223Solicitation Name: Medium Duty and Compact Construction Equipment with RelatedAttachmentsConsider the following Question and Answer to be part of the above-titled solicitationdocuments. The remainder of the documents remain unchanged.Question 1:Will the Pre-Proposal Conference be recorded for viewing later if I am unable to watch itlive?Answer 1:Sourcewell will provide the Pre-Proposal Conference presentation slides in PDF formatto all registered plan takers after the event is complete. In addition, Sourcewell isplanning to record the Pre-Proposal Conference. Assuming no technical difficulties inthe process, Sourcewell will provide a link to the recording to all registered plan takersafter the event.End of AddendumAcknowledgement of this Addendum to RFP 020223 posted to the SourcewellProcurement Portal on 12/27/2022, is required at the time of proposal submittal.
1/3/2023Addendum No. 3Solicitation Number: RFP 020223Solicitation Name: Medium Duty and Compact Construction Equipment with RelatedAttachmentsConsider the following amendment to be part of the above-titled solicitationdocuments. The remainder of the documents remain unchanged.RFP Amendment:As the result of the publication of an RFP that has been identified as not included in theequipment, products, or services of this solicitation, RFP Subsection II. B. 3. o. is revisedto remove the (RFP #TBD) placeholder, and insert the actual RFP number, to read asfollows:* * * *o.Portable Construction Equipment with Related Accessories and Attachments (RFP #020923)* * * *The remainder of the RFP content remains unchanged.End of AddendumAcknowledgement of this Addendum to RFP 020223 posted to the SourcewellProcurement Portal on 1/3/2023, is required at the time of proposal submittal.
01/24/2023Addendum No. 4Solicitation Number: RFP 020223Solicitation Name: Medium Duty and Compact Construction Equipment with RelatedAttachmentsConsider the following Questions and Answers to be part of the above-titled solicitationdocuments. The remainder of the documents remain unchanged.Question 1:Can a manufacturer allow dealers to sell to Sourcewell members.Answer 1:Refer to RFP Section II. B. – Requested Equipment, Products, or Services – “If Proposerrequires the use of dealers, resellers, or subcontractors to provide the products orservices, the Proposal should address how the products or services will be provided toParticipating Entities and describe the network of dealers, resellers, and/orsubcontractors that will be available to serve Participating Entities under a resultingcontract.” It is left to the discretion of each proposer to determine the information ordocumentation necessary to best demonstrate their ability to serve Sourcewellparticipating entities and satisfy all the requirements included in the questionnairetables. Proposals are evaluated based on the criteria stated in the RFP.Question 2:Is it the manufacturer’s responsibility to provide sales activity or will each dealer reportthis information to Sourcewell?Answer 2:Refer to Sourcewell Contract Template Section 8. – Report on Contracts Sales Activityand Administrative Fee Payment. A single sales report and administrative fee remittanceis contemplated for each calendar quarter during the term of an awarded contract.
Question 3:How do you determine the fee that is paid to Sourcewell?Answer 3:Refer to RFP Section III. B. – Administrative Fees, for directions on proposing an administrative fee. It is left to the discretion of each proposer to determine and propose an administrative fee that is consistent with its business and its industry. End of Addendum Acknowledgement of this Addendum to RFP 020223 posted to the SourcewellProcurement Portal on 01/24/2023, is required at the time of proposal submittal.
EXHIBIT B Original Government Contract
020223-CAT
Rev. 3/2022 1Caterpillar: Confidential Green Solicitation Number: RFP #020223CONTRACTThis Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Caterpillar Inc., 5212 N. O’Connor Blvd., Suite 1100, Irving, TX 75039(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 offerscooperative 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 Medium Duty and Compact Construction Equipment with Related Attachmentsfrom 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.B. EXPIRATION DATE AND EXTENSION. This Contract expires April 17, 2027, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.2. EQUIPMENT, PRODUCTS, OR SERVICESA. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. 020223-CAT
Rev. 3/2022 2Caterpillar: Confidential Green Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. Pursuant to Section 10(b), Supplier will subcontract certain obligations under this Contract to its dealers. Only those dealers that sign a Participation Agreement with Supplier obligating them to comply with the terms of this Contract will be eligible to provide Equipment, Products, or Services as a subcontractor under this Contract. In the event there is no dealer who has entered into a Participation Agreement available to provide Equipment, Products, or Services to a Participating Entity, Supplier will be under no obligation to provide Equipment, Products, or Services to such Participating Entity under this Contract. Supplier will provide a copy of this Contract to its dealers that would normally service Participating Entities and invite such dealers to enter into a Participation Agreement as a subcontractor of Supplier under the terms of 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. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in anydispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity. C. 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. PRICINGAll Equipment, Products, or Services under this Contract will be priced at or below the pricepercentage list discount stated in Supplier’s Proposal. 020223-CAT
Rev. 3/2022 3Caterpillar: Confidential Green Upon request made to a participating CAT dealer, from a Participating Entity identifying themselves as a Sourcewell member by providing their Sourcewell member number and contract number; formal quotes will list all costs, including all delivery expenses, such as freight and permits (when required). Alternatively, Participating Entities may choose to make their own transportation arrangements. In such case, there would be no delivery charges from the local participating Cat dealer.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. 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. 020223-CAT
Rev. 3/2022 4Caterpillar: Confidential Green
4. PRODUCT AND PRICING CHANGE REQUESTSSupplier 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); andInclude a complete restatement of pricing documentation in Microsoft Excel with theeffective 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 Request Form will become an amendment to this Contract and will be incorporated by reference.5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTSA. 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. B. Supplier may not enter into a contract with a U.S. Federal Government entity prior to obtaining necessary internal approvals and shall not be obligated to provide Equipment, Products or Services to any U.S. Federal Government entity under this Contract unless separately agreed in writing. Suppliermay work with such parties and may agree to provide equipment or services under the Contract on a case-by-case basis.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’sauthority 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 ParticipatingEntities reserve the right to obtain like Equipment, Products, or Services from any other source. 020223-CAT
Rev. 3/2022 5Caterpillar: Confidential Green 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. C. 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 Entitypolicies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASINGA. 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 Participating Dealers with payments made to the Participating Dealers. If a Participating Entity issues a purchase order, itmay 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 Entitypayment obligations, and any applicable warranty periods or other Supplier or ParticipatingEntity obligations may extend beyond the term of this Contract. Supplier’s acceptable forms of payment are included in its attached Proposal. ParticipatingEntities 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’s Participating Dealer, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), 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’s Participating Dealer 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 requiresservice 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. 020223-CAT
Rev. 3/2022 6Caterpillar: Confidential Green 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; or2. 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 SERVICEA. 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; andBusiness 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 PAYMENTA. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administratorassigned 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; 020223-CAT
Rev. 3/2022 7Caterpillar: Confidential Green 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; andDate 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 bemailed 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 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 daysfrom the cancellation date. 9. AUTHORIZED REPRESENTATIVESourcewell'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. 020223-CAT
Rev. 3/2022 8Caterpillar: Confidential Green
10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETEA. 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. Provided, however, that Supplier is permitted to subcontract certain of its rights and obligations to Supplier Participating Dealers for performance without Sourcewell’s prior written consent.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. 11. INDEMNITY AND HOLD HARMLESSIntentionally omitted.12. GOVERNMENT DATA PRACTICESSupplier 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 020223-CAT
Rev. 3/2022 9Caterpillar: Confidential Green 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 ENDORSEMENTA. Intentionally deleted.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 VENUEThe 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 MAJEURENeither 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. SEVERABILITYIf 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.17. PERFORMANCE, DEFAULT, AND REMEDIESA. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:
020223-CAT
Rev. 3/2022 10Caterpillar: Confidential Green
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, orTerminate the Contract or any portion thereof, including any orders issued against the Contract.18. INSURANCEA. 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.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 020223-CAT
Rev. 3/2022 11Caterpillar: Confidential Green
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 aggregate3.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 limit4.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 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. 020223-CAT
Rev. 3/2022 12Caterpillar: Confidential Green 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. A Participating Dealer may name a Participating Entity as an additional insured on a case-by-case basis.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.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. 19. COMPLIANCEA. 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’s Participating Dealers 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 Participating Dealer conducts with Sourcewell and Participating Entities.20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATIONSupplier 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 Canadiangovernment, as applicable; or any Participating Entity. Supplier certifies and warrants that 020223-CAT
Rev. 3/2022 13Caterpillar: Confidential Green 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 UNDERUNITED STATES FEDERAL AWARDS OR OTHER AWARDSIntentionally omitted.22. CANCELLATIONSourcewell 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.Sourcewell Caterpillar Inc.By: __________________________ By: __________________________Jeremy Schwartz Patrick KearnsTitle: Chief Procurement Officer Title: Vice President Sales & Marketing, Construction IndustriesDate: ________________________ Date: ________________________Approved:By: __________________________Chad CoauetteTitle: Executive Director/CEODate: ________________________
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223 Vendor Name: Caterpillar Inc
Table 148: Depth and 8readth of Offered Equipment Products and ServicesIndicate 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.Line ItemCategory or TypeOffered *Comments71 Wheeled, tracked, and backhoe loaders; YesNoManufactured by Caterpillar. Offerings listed in applicable pricing attachment section.*72Skidsteers;YesNoManufactured by Caterpillar. Offerings listed in applicable pricing attachment section.*73 Mini excavators; YesNoManufactured by Caterpillar. Offerings listed in applicable pricing attachment section.*74Telehandlers;YesNoManufactured by Caterpillar. Offerings listed in applicable pricing attachment section.*75 Soil compaction and site preparation equipmentYesNoManufactured by Caterpillar. Offerings listed in applicable pricing attachment section.*Exceptions 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."Pricing - Pricing.zip - Tuesday January 31, 2O23 14:O5:38Financial Strength and Stability- Fin Strength and Stability.zip - Tuesday January 31, 2O23 O9:2O:54 Marketing Plan/Samples- Marketing Plan.zip - Tuesday January 31, 2O23 O9:23:O4 WMBE/MBE/SBE or Related Certificates (optional)Warranty Information- Warranty Combined.pdf - Tuesday January 31, 2O23 O9:21:38 Standard Transaction Document Samples (optional)Upload Additional Document- Additional Documents.zip - Wednesday February O1, 2O23 17:O5:29
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
Bid Number: RFP 020223Vendor Name: Caterpillar Inc
TM-20-01077
SOURCEWELL TRADEMARK LICENSE ADDENDUMThis Addendum is by and between SOURCEWELL, 202 – 12th Street NE, PO Box 219, Staples, Minnesota56479 (“Sourcewell”) and Caterpillar Inc., having its principal place of business at 5212 N. O’Connor Blvd., Suite 1100, Irving, TX 75039, and offices at 100 NE Adams Street, Peoria, Illinois, 61629(“Caterpillar” or “Vendor”). Sourcewell and Caterpillar may be referred to in this Agreement as a “Party” and collectively as the “Parties.”The Parties maintain a contractual relationship for Vendor to provide equipment, products, or services to Sourcewell’s cooperative purchasing contracts as follows:Sourcewell Contract 020223 – CAT (Solicitation Number: 020223)Sourcewell and Vendor each own all right, title, and interest in their respective names, trademarks, service marks, related logos, and all other rights in the names, designs, likenesses and visual representations thereof (“Licensed Trademarks”), and desire to grant each other a royalty-free license to use certainLicensed Trademarks owned by the other Party under the terms and conditions set forth herein. ARTICLE I: GRANT OF LICENSEA. GRANT OF LICENSE.During the term of the Contract:1. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use Sourcewell’s Licensed Trademarks provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor.2. Vendor grants to Sourcewell a royalty-free, worldwide (except for those jurisdictions that are prohibited by applicable Anti-Corruption and International Trade Laws), non-exclusive right and license to use Vendor’s Licensed Trademarks provided to Sourcewell by Vendor in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell.“Anti-Corruption and International Trade Laws” means all statutes, regulations, rules, executive orders, supervisory requirements, directives, ordinances, circulars, opinions, interpretive letters, and official releases of or by any government, or any authority, department or agency thereof or self-regulatory organization related to bribery, fraud, corruption, or international trade.3. The Parties agree that each is the owner of all rights, including without limitation common law rights and goodwill, in relation to their respective Licensed Trademarks, and that any goodwill derived from the use of Licensed Trademarks by the other Party shall inure to the owner of the respective Licensed Trademarks. B. LIMITED RIGHT OF SUBLICENSE. The rights and licenses granted herein includes a limited right of each Party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Contract. Any sublicense granted will be subject to the terms and conditions of this Addendum. Each Party will be responsible for any breach of this Article by any of their respective sublicensees.
TM-20-01077
C. USE; QUALITY CONTROL. 1. Neither Party may alter the other Party’s Licensed Trademarks from the form provided by the other Party and must comply with the other Party’s removal requests as to specific uses of its Licensed Trademarks. 2. Each Party agrees to use, and to cause its Permitted Sublicensees to use, the other Party’s Licensed Trademarks only in good faith and in a dignified manner consistent with such Party’s use of the Licensed Trademarks. Upon written notice to the breaching Party, the breaching Party or their Permitted Sublicensees have thirty (30) days of the date of the written notice to cure the breach or the license will be terminated. 3. Beyond what is permitted in this Addendum, neither Party will:a. attempt to register, or register any trademark, service mark, symbol, logo, get-up or device which is confusingly similar to any of the other Party’s Licensed Trademarks in any jurisdiction;b. represent that it has any rights of any nature in the Licensed Trademarks other than those enjoyed under the terms of this Agreement;c. use the other Party’s trademarks, service marks or copyrights, translations thereof or marks similar thereto, as part of its corporate name, trade name or a d/b/a name, favicons, social media names/handles, email addresses, email extensions, or domain names without prior written approval from the other Party; ord. use the other Party’s trade names, trademarks, or service marks on any collateral business materials (e.g., business cards, letterhead, invoices, pens, notepads, fax cover sheets, etc.), unless otherwise approved in writing by the other Party.ARTICLE II: TERM, TERMINATION, AND MISCELLANEOUS.A. EFFECTIVE DATE. This Addendum is effective upon the date of the final signature below. B. TERMINATION. Unless earlier terminated in accordance with this Article, this Addendum expires immediately upon the expiration or termination of the Contract.1.Termination for Convenience. This Addendum may be terminated by either Party at any timeupon ninety (90) days’ prior written notice to the other Party.2.Termination for Breach. This Addendum may be terminated by either Party upon a breach of the terms of this Addendum by the other Party, upon written notice of breach to the breaching Party,and only if such breach is not cured within thirty (30) days of the date of the written notice. 3.Effect of Termination. Upon the termination of this Addendum for any reason, each Party will have thirty (30) days to, and require its Permitted Sublicensees to, remove all Licensed Trademarks from signage, websites, and the like bearing the other Party’s name or logo TM-20-01077
(excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.4. Miscellaneous. The terms and conditions of this Addendum shall have no effect on the terms and conditions of any other trademark licenses signed by the Parties.All other terms of the Contract remain in full force and effect, unless otherwise terminated. SOURCEWELLBy: _________________ Name: Title: Date: Caterpillar Inc.By: _________________ Name: Title: Date:
EXHIBIT C City’s Insurance and Indemnity
Exhibit CInsurance and IndemnityINDEMNIFICATION To 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.
EXHIBIT