Sourcewell+Participating+Addendum+040924.pdf

PARTICIPATING ADDENDUM

SOURCEWELL

RENTAL EQUIPMENT, PRODUCTS, AND RELATED SERVICES

AGREEMENT

(Hereinafter “SOURCEWELL Master Agreement”)

Contract Number: 040924-URI

United Rentals (North America), Inc.

(Hereinafter “Contractor”)

And

State of North Dakota

(Hereinafter “Participant”)

This Participating Addendum is entered into by the State of North Dakota (hereinafter “the Participant”) and United Rentals (North America), Inc. (hereinafter “Contractor” and together with the Participant, the “Parties”) pursuant to that certain Contract #040924-URI, between Contractor and Sourcewell for the provision of Rental Equipment for Construction and Related Maintenance of Facility Operations effective as of June 11, 2024 as subsequently amended (together with its exhibits and attachments, the “Sourcewell Master Agreement”). This Participating Addendum and the exhibits attached hereto shall be collectively referred to as this “Addendum”.

WHEREAS, the State of North Dakota is a member of Sourcewell;

WHEREAS, the State of North Dakota desires to rent and/or purchase equipment and incidental services related to such equipment from Contractor as set forth in the Sourcewell Master Agreement; and

WHEREAS, the State of North Dakota desires to add terms and conditions to the Sourcewell Master Agreement; and

WHERAS, Contractor is willing to agree to additional term and conditions.

NOW THEREFORE, the Parties to this Addendum hereby agree as follows:

1. Incorporation of Sourcewell Master Agreement. The Parties agree to the terms and conditions set forth in the Sourcewell Master Agreement, which are incorporated herein by this reference, except as modified by this Addendum.

2. Additions to Sourcewell Master Agreement: The terms and conditions set forth in Exhibit A attached hereto are incorporated herein and made a part hereof by this reference. In the event of inconsistent terms between this Addendum, Exhibit A, and the Sourcewell Master Agreement, the following order of precedence shall govern and control the agreement between the Parties: (a) this Addendum; (b) Exhibit A; and (c) Sourcewell Master Agreement, as may be amended.

3. Term: The term of this Addendum will commence on the date both Parties sign below. This Addendum shall terminate on the earlier of: (a) termination of the Sourcewell Master Agreement, as may be amended; or

(b) the effective date of termination made pursuant to Section 5 herein.

4. Modification: The Parties may amend this Addendum by a written agreement which makes specific reference to this Addendum.

5. Termination: Either Party may terminate this Addendum upon 30 days prior written notice to the other Party with specific reference to this Addendum.

6. Primary Contacts: The primary contact individuals for this Addendum are as follows (or their named successors):

Sourcewell Name: Kelly McAllister Address:

Telephone: 218-894-5468 Fax:

E-mail: kelly.mcallister@sourcewell-mn.gov

Contractor Name: Brad Laws Address: United Rentals (North America), Inc.

10300 Airline Hwy Saint Rose, LA 70087 Telephone: 504-915-6013 Fax:

Email: jlaws@ur.com

With a copy to:

Name: United Rentals (North America), Inc.

Attn: Legal Department Address: 100 First Stamford Place, Suite 700 Stamford, CT 06902

Participant

Name: State of North Dakota Address: 600 E Boulevard Ave, Dept 012 Bismarck, ND 58505

Telephone: 701-328-1728 Fax:

E-mail: jaga@nd.gov

All notices required under this Addendum shall be delivered to the Parties’ representatives at the addresses specified above.

7. Contractor’s Standard Agreements: Upon delivery of equipment pursuant to the Sourcewell Master Agreement and this Addendum, Participant shall sign Contractor’s standard agreements for the purposes of acknowledging receipt of the equipment, safety notices, and operation manuals. The Contractor’s standard agreements shall apply to the extent not in conflict with this Addendum, Exhibit A or applicable law.

8. Captions and Headings: The captions and headings used in this Addendum are intended for convenience only and shall not be used for purposes of construction or interpretation. The captions and/or headings shall in no way define, limit, or describe the scope or intent of any part of this Addendum.

mailto:kelly.mcallister@sourcewell-mn.gov mailto:jlaws@ur.com mailto:jaga@nd.gov

9. Severable Terms: In the event any provision (or portion thereof) of this Addendum is inconsistent with or contrary to any applicable law, rule, regulation or order (“Law”), said provision (or portion thereof) shall be deemed to be amended to partially or completely modify such provision or portion thereof to the least extent necessary to make it comply with said Law, and this Addendum as so modified, shall remain in full force and effect. If necessary, this Addendum shall be deemed to be amended to delete the unenforceable provision or portion thereof, in which event such invalidity or unenforceability shall not affect the remaining provisions or application thereof which can be given effect without the invalid portion or application.

10. Entire Agreement: This Addendum and the Sourcewell Master Agreement, as may be amended, together with their respective exhibits and attachments, set forth the entire agreement between the Parties with respect to the subject matter hereof and all previous communications, representations, or agreements, whether oral or written, are merged herein. Prior or contemporaneous additions, deletions, or other changes hereto shall not have any force or effect whatsoever, unless embodied herein. Except as provided herein, this Addendum cannot be modified without the written consent of both Parties.

11. Counterparts and Electronic Execution: This Addendum may be executed in any number of counterparts, each of which shall be deemed an original of this Addendum, which together shall constitute one and the same instrument; provided that neither Party shall be bound to this Agreement unless and until both Parties have executed a counterpart. A signature page signed by a Party and sent by facsimile or e-mail to the other Party shall be deemed to be valid as an original and shall be binding as between the Parties.

[Section Below Has Purposely Been Left Blank]

IN WITNESS WHEREOF, the Parties below have executed this Addendum as of the date of execution by the final Party.

CONTRACTOR: United Rentals (North America), Inc.

PARTICIPANT

By: Craig Schmidt, Vice President – National Accounts

By:

North Dakota Entity Name

Signature By: Jessica Aga State Procurement Officer

Date: __________________________________

Date: __________________________________

6/28/2024 6/28/2024

EQUIPMENT RENTAL AND SERVICES

Exhibit A

1. Coterminous: The term of this Participating Addendum shall be coterminous with the Sourewell, Master Agreement Number 040924-URI (“Contract”).

2. Confidentiality: Contractor shall not use or disclose any information it receives from Participating Entity under this Participating Addendum that Participating Entity has previously identified as confidential or exempt from mandatory public disclosure except from mandatory public disclosure except as necessary to carry out the purposes of this Participating Addendum or as authorized in advance by Participating Entity. Participating Entity shall not disclose any information it receives from Contractor that Contractor has previously identified as confidential and that Participating Entity determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota open records law, North Dakota Century Code (N.D.C.C) ch. 44-04. The duty of Participating Entity and Contractor to maintain confidentiality of information under this section continues beyond the term of this Participating Addendum.

3. Compliance with Public Records Laws: Under the North Dakota public records law and subject to the

Confidentiality clause of this Participating Addendum, certain records may be open to the public upon request.

Public records may include: (a) records Participating Entity receives from Contractor under this Participating Addendum, (b) records obtained by either Party under this Participating Addendum, and

(c) records generated by either Party under this Participating Addendum.

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

4. Spoliation: Contractor shall notify Participating Entity of all potential claims that Contractor is aware of that arise as a result of Contractor’s performance under this Participating Addendum. Contractor shall also take all reasonable steps to preserve all physical evidence and information that may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and grants to Participating Entity the opportunity to review and inspect the evidence, including the scene of an accident.

5. Cooperative Purchasing Contract: This Participating Addendum is a cooperative purchasing contract established pursuant to N.D.C.C. § 54-44.4-13. This Participating Addendum is made available to state entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C chapter 39-04.2, and the International Peace Garden.

Participation in this open-ended Participating Addendum is not mandated; therefore, the estimated volume of this Participating Addendum is not known.

6. Governing Law and Venue: This Participating Addendum is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Participating Addendum must be adjudicated exclusively in the state District Court of Burleigh County, North Dakota. Each party consents to the exclusive jurisdiction of such court and waives any claim of lack of jurisdiction or forum non conveniens.

http://www.legis.nd.gov/cencode/t54c44-4.pdf?20130131153805 http://www.legis.nd.gov/cencode/t39c04-2.pdf?20130131161514

CMS #_______

NATIONAL JOINT POWERS ALLIANCE

7. Indemnification: In addition to any indemnity obligations found within the Master Agreement, Contractor agrees that any attorney appointed to represent the Participating Entity must first qualify as and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under N.D.C.C. § 54-12-08.

8. Alternative dispute resolution – Jury Trial: Participating Entity does not agree to any form of binding arbitration, mediation, or other forms of mandatory alternative dispute resolution. The parties have the right to enforce their rights and remedies in judicial proceedings. Participating Entity does not waive any right to a jury trial.

9. Attorney Fees: In the event a lawsuit is instituted by Participating Entity to obtain performance due under this Participating Addendum, and Participating Entity is the prevailing party, Contractor shall, except when prohibited by N.D.C.C. § 28-26-04, pay Participating Entity’s reasonable attorney fees and costs in connection with the lawsuit.

10. Nondiscrimination And Compliance With Laws: CONTRACTOR agrees to comply with all applicable federal and state laws, rules, and policies, including those relating to nondiscrimination, accessibility and civil rights. (see N.D.C.C. title 34 – labor and employment, specifically N.D.C.C. ch. 34-06.1 equal pay for men and women.)

CONTRACTOR agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes, unemployment compensation and workers' compensation premiums.

CONTRACTOR shall have and keep current all licenses and permits required by law during the Term of this Contract.

CONTRACTOR is prohibited from boycotting Israel for the duration of this Contract. (See N.D.C.C § 54- 44.4-15.) CONTRACTOR represents that it does not and will not engage in a boycotting Israel during the term of this Contract. If STATE receives evidence that CONTRACTOR boycotts Israel, STATE shall determine whether the company boycotts Israel. The foregoing does not apply to contracts with a total value of less than $100,000 or if CONTRACTOR has fewer than ten (10) full-time employees.

CONTRACTOR’s failure to comply with this section may be deemed a material breach by CONTRACTOR entitling STATE to terminate in accordance with the Termination for Cause section of this Contract.

11. State Audit: Pursuant to N.D.C.C. § 54-10-19, all records, regardless of physical form, and the accounting practices and procedures of CONTRACTOR relevant to this Contract are subject to examination by the North Dakota State Auditor, the Auditor’s designee, or Federal auditors, if required.

CONTRACTOR shall maintain these records for at least three (3) years following completion of this Contract and be able to provide them upon reasonable notice. STATE, State Auditor, or Auditor’s designee shall provide reasonable notice to CONTRACTOR prior to conducting examination.

12. Lease Agreements: Any State agencies, institutions and other eligible participating entities of the Participating Entity may finance their purchase subject to the terms and conditions contained in the Master Price Agreement (including terms and conditions in the incorporated Request for Proposal) or, at the Participating Entity’s option, a third party leasing company not associated with Contractor. If a third party lease or financing agreement is entered into, that agreement is separate from this Participating Addendum between Contractor and Participating Entity. Eligible participating entities of the Participating Entity that are subject to N.D.C.C. § 54.44.4 and North Dakota Administrative Code (N.D.A.C.) § 4-12-01 require a lease vs. purchase analysis to be completed in accordance with North Dakota Office of Management and Budget (OMB) Fiscal and Administrative Policy 312 – Leases and Lease-Purchase Agreements.

CMS #_______

NATIONAL JOINT POWERS ALLIANCE

13. Orders: Any order placed by a Participating Entity or Purchasing Entity for a product and/or service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to such order.

14. Quarterly Sales Report: Contractor shall provide Participating Entity with quarterly sales reports which contain the following fields:

a. Purchasing Entity Name

b. Purchase Date

c. Line Item Description

d. Total Dollars Per Line Item Sold

e. Total Dollars Sold Per Quarter

The report shall be sent to the current contract manager at Participating Entity within forty-five (45) days after the quarter ends. Quarters end on March 31, June 30, September 30, and December 31 annually.

15. Discounts: Contractor’s stated prices shall be discounted using the discounts and price lists approved and agreed to with Sourcewell, under the Master Agreement. The stated discounts are considered to be the minimum discount offered. Contractor may offer, within written quotes, a higher discount than the approved minimum discount for volume purchases or for competitive reasons.

16. Billing: Billing instructions will vary depending on the Purchasing Entity and may be revised during the life of the Contract. Purchasing Entities requesting centralized billing will submit their billing instructions to the Contractor prior to Contract usage. For State entities, any invoicing errors must be resolved and a corrected invoice provided prior to payment being made to Contractor or Contractor’s dealers.

17. Subcontractors/Authorized Dealers or Distributors/Resellers: All contactors, dealers, distributors and resellers authorized in the State of North Dakota, as shown on the Contractor (cooperative contract) website, are approved to provide sales and service support to participants in the Sourcewell Master Agreement. The Contractor’s dealer participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement and this Participating Addendum.

18. Delivery: The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.0.B.

Destination, freight pre-paid, with all transportation and handling charges paid by Contractor.

Exceptions for rush orders, emergency orders, extreme distance (defined as a "ship to" location outside of the normal delivery routes of Contractor), or other extenuating circumstances will be considered at the time of order placement and before delivery is made and must be mutually agreed upon between the ordering entity and Contractor.