HomeMy WebLinkAboutContract 56010 FORT NORTH CSC No. 56010
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Graybar
Electric Company, Inc. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule
municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A—City's Terms and Conditions;
3. Exhibit B— Seller's Quote, Scope of Services or Purchase Order;
4. Exhibit C—Cooperative Agency Contract(e.g.,NJPA, DIR, BuyBoard); and
5. Exhibit D—Conflict of Interest Questionnaire.
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit B pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. In the event of a conflict between Exhibit A—City's Terms and Conditions and Exhibit
C — [Cooperative Agency Contract], then Exhibit A — City's Terms and Conditions shall control, but
only to the extent allowable under the Omnia Partners EV2370.
City shall pay Vendor in accordance with the fee schedule in Exhibit B and in accordance with
the provisions of this Agreement. Total payment made under this Agreement for the first year by City
shall be in the amount of$100,000.00 Dollars.Vendor shall not provide any additional items or services
or bill for expenses incurred for City not specified by this Agreement unless City requests and approves
in writing the additional costs for such services. City shall not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in writing.
The term of this Agreement shall begin on July 8, 2021 and end on July 7,2022 with no options
to renew.
Vendor agrees that City shall,until the expiration of three(3)years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books,documents,papers and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows: F-1
To CITY: To VENDOR:
City of Fort Worth ,
Attn: Jesus J. Chapa, Deputy City Manager Graybar Electric Company. Inc.,
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654 Facsimile:
With copy to Fort Worth City Attorney's Office
at same address
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
T.ti I By signing I acknowledge that I am the person
By:JesusJ.Chapa(Jo Ill,202121:14CDT) responsible for the monitoring and administration
Name:Jesus J.Chapa, of this contract, including ensuring all performance
Title: Deputy City Manager and reporting requirements.
Date:
APPROVAL RECOMMENDED: By:
Name: Cynthia Garcia
Title: Assistant Finance Director
By:Reginald Zeno(Ju113,202116:24CDT) APPROVED AS TO FORM AND LEGALITY:
Name: Reginald Zeno
Title: Chief Financial Services Officer
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ATTEST: ppF FORT oda By:
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P~s � Name: Taylor Paris
o=; Title: Assistant City Attorney
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CONTRACT AUTHORIZATION:
Name: Ronald P.Gonzales M&C:
Title: Acting City Secretary
VENDOR:
Graybar ElXpf�.
L ampany,Inc. ATTEST:
By:
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Title: Name:
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Date: �_7— Z a Z
OFFICIAL RECORD
Page 2of40 CITY SECRETARY
FT. WORTH, TX
Exhibit A - City's Terms and Conditions
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subvendors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The consultant, Contractor(s), supplier, Contractor(s)or other provider of goods and/or services,
its officers, agents, servants, employees, vendors and subvendors who act on behalf of the entity
under a contract with the City of Fort Worth.
3.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth (the "City") may be requested by a member of
the public under the Texas Public Information Act. See TEX. GOV'T CODE ANN. §§ 552.002,
552.128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary information,
the Seller listed in the request will be notified and given an opportunity to make arguments to
the Texas Attorney General's Office (the "AG") regarding reasons the Seller believes that its
information may not lawfully be released. If Seller does not make arguments or the AG rejects the
arguments Seller makes, Seller's information will be released without penalty to the City.
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract
with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,
materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office, and any officer or employee found
guilty thereof shall thereby forfeit his office or position. Any violation of this section with the
knowledge, expressed or implied, of the person or corporation contracting with the City Council
shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII,
Section 16, City of Fort Worth Charter)
5.0 ORDERS
5.0 No employees of the Buyer or its officers, agents, servants, vendors or subvendors
who act on behalf of various City departments, bodies or agencies are authorized
to place orders for goods and/or services without providing approved contract numbers,
purchase order numbers, or release numbers issued by the Buyer. The only exceptions
are Purchasing Card orders and emergencies pursuant to Texas Local Government
Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's
Purchasing Division will place such orders.
5.1 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost and/or non-
payment.
6.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping container,
shall be clearly and permanently marked as follows: (a) Seller's name and address: (b)
Consignee's name, address and purchase order or purchase change order number; (c)Container
number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container
bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided.
Goods shall be suitably packed to secure lowest transportation costs and to conform to
requirements of common carriers and any applicable specifications. Buyer's count or weight shall
be final and conclusive on shipments not accompanied by packing lists.
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PART- III
7.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will
operate as a tender of goods.
8.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and
takes possession of the goods at the point or points of delivery after inspection and acceptance
of the goods.
9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are
specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation
costs in the amount specified in Seller's proposals or actual costs,whichever is lower, if the quoted
delivery terms do not include transportation costs; provided, Buyer shall have the right to
designate what method of transportation shall be used to ship the goods.
10.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
change order, or release order.
11.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall
be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
12.0 INVOICES
12.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase order or
purchase change order number. Invoices shall be itemized and transportation charges,
if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, should be attached to the invoice. Seller shall mail or deliver invoices to
Buyer's Department and address as set forth in the block of the purchase order,
purchase change order or release order entitled "Ship to." Payment shall not be
made until the above instruments have been submitted after delivery and acceptance
of the goods and/or services.
12.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer
shall furnish a tax exemption certificate upon Seller's request.
13.0 PRICE WARRANTY
13.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller
warrants to be no higher than Seller's current prices on orders by others for products and
services of the kind and specification covered by this agreement for similar quantities
under like conditions and methods of purchase. In the event Seller breaches this warranty,
the prices of the items shall be reduced to the prices contained in Seller's proposals,
or in the alternative upon Buyer's option, Buyer shall have the right to cancel this contract
without any liability to Seller for breach or for Seller's actual expense. Such remedies are
in addition to and not in lieu of any other remedies which Buyer may have in law or
equity.
13.2 Seller warrants that no person or selling agency has been employed or retained to solicit
or secure this contract upon an agreement or understanding for commission, percentage,
brokerage or contingent fee,excepting employees of an established commercial or selling
agency that is maintained by Seller for the purpose of securing business. For breach or
violation of this warranty, Buyer shall have the right, in addition to any other right or rights
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PART- III
arising pursuant to said purchase(s), to cancel this contract without liability and to deduct
from the contract price such commission percentage, brokerage or contingent fee, or
otherwise to recover the full amount thereof.
14.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall
render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will
conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and
the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's
specifications, drawings, and descriptions, Buyer's specifications shallgovern.
15.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the
U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as
amended. In the event the product does not conform to OSHA standards, Buyer may return the
product for correction or replacement at Seller's expense. In the event Seller fails to make
appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's
expense. Where no correction is or can be made, Seller shall refund all monies received for such
goods within thirty (30) days after request is made by Buyer in writing and received by Seller.
Notice is considered to have been received upon hand delivery, or otherwise in accordance with
Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach
and cause this contract to terminate immediately.
16.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable,
royalty free license to use the software. This software is "proprietary' to Seller, and is licensed
and provided to the Buyer for its sole use for purposes under this Agreement and any attached
work orders or invoices. The City may not use or share this software without permission of the
Seller; however Buyer may make copies of the software expressly for backup purposes.
17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
17.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the "Deliverables,")
do not infringe upon or violate any patent, copyrights, trademarks, service marks,
trade secrets, or any intellectual property rights or other third party proprietary
rights, in the performance of services under this Agreement.
17.2 SELLER shall be liable and responsible for any and all claims made against the
City for infringement of any patent, copyright, trademark, service mark, trade
secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way
connected with providing the services, or the City's continued use of the
Deliverable(s) hereunder.
17.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense,
including the payment of attorney's fees, any claim or action against the City
for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or
any part thereof, in accordance with this Agreement, it being understood that this
agreement to indemnify, defend, settle or pay shall not apply if the City modifies
or misuses the Deliverable(s). So long as SELLER bears the cost and expense of
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PART- III
payment for claims or actions against the City pursuant to this section 8, SELLER
shall have the right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any
such claim; however, City shall have the right to fully participate in any and all
such settlement, negotiations, or lawsuit as necessary to protect the City's
interest, and City agrees to cooperate with SELLER in doing so. In the event City,
for whatever reason, assumes the responsibility for payment of costs and
expenses for any claim or action brought against the City for infringement arising
under this Agreement, the City shall have the sole right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise
and to settle or compromise any such claim; however, SELLER shall fully
participate and cooperate with the City in defense of such claim or action. City
agrees to give SELLER timely written notice of any such claim or action, with
copies of all papers City may receive relating thereto. Notwithstanding the
foregoing, the City's assumption of payment of costs or expenses shall not
eliminate SELLER's duty to indemnify the City under this Agreement. If the
Deliverable(s),or any part thereof, is held to infringe and the use thereof is enjoined
or restrained or, if as a result of a settlement or compromise,such use is materially
adversely restricted, SELLER shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b)
modify the Deliverable(s) to make them/it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of
the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable,
compatible, and functionally equivalent non-infringing Deliverable(s) at no
additional charge to City; or(d) if none of the foregoing alternatives is reasonably
available to SELLER, terminate this Agreement, and refund all amounts paid to
SELLER by the City, subsequent to which termination City may seek any and all
remedies available to City under law.
18.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes,
methods, programs, and manuals that were developed, prepared, conceived, made or suggested
by the Seller for the City pursuant to a Work Order, including all such developments as are
originated or conceived during the term of the Contract and that are completed or reduced to writing
thereafter (the "Work Product") and Seller acknowledges that such Work Product may be
considered "work(s) made for hire"and will be and remain the exclusive property of the City. To the
extent that the Work Product, under applicable law, may not be considered work(s) made for hire,
Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns
exclusively to Buyer, all rights, title and ownership interests, including copyright, which Seller may
have in any Work Product or any tangible media embodying such Work Product, without the
necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own
name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its
vendors hereby waives any property interest in such Work Product.
19.0 NETWORK ACCESS
The City owns and operates a computing environment and network (collectively the "Network"). If
Seller requires access, whether onsite or remote, to the City's network to provide services
hereunder, and the Seller is required to utilize the Internet, Intranet, email, City database, or other
network application, Seller shall separately execute the City's Network Access Agreement prior to
providing such services.A copy of the City's standard Network Access Agreement can be provided
upon request.
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PART- III
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of
Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer
may have in law or equity.
21.0 TERMINATION
The performance of work or purchase of goods under this order may be terminated in whole or in
part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of
Termination" specifying the extent to which performance of work or the goods to be purchased
under the order is terminated and the date upon which such termination becomes effective. Such
right of termination is in addition to and not in lieu of any other termination rights of Buyer as set
forth herein.
22.0 ASSIGNMENT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this contract
shall be assigned or delegated to another entity without the express written consent of Buyer. Any
attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all
purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller
agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by
Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights,
interests, or obligations to another entity. The documents that may be requested include, but are
not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form
W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any
entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide
necessary information in accordance with this section, Buyer shall not be liable for any penalties,
fees or interest resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between Buyer and Seller shall consist of these Standard Terms and Conditions together with any
applicable proposal documents published by the Buyer and Seller's Response to such proposal
(the "contract documents"). This Agreement is intended by the parties as a final expression of their
agreement and is intended also as a complete and exclusive statement of the terms of their
agreement. No course of prior dealings between the parties and no usage of trade shall be relevant
to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a
course of performance under this Agreement shall not be relevant to determine the meaning of this
Agreement even though the accepting or acquiescing party has knowledge of the performance and
opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is
used in this Agreement, the definition contained in the UCC shall control. In the event of a conflict
between the contract documents, the order of precedence shall be these Standard Terms and
Conditions, the Buyer's published proposal documents and the Seller's response. If Buyer and
Seller have otherwise negotiated a contract, this Agreement shall not apply.
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PART- III
26.0 APPLICABLE LAW/VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform
Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial
Code as adopted and amended in the State of Texas. Both parties agree that venue for any
litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall
be governed, construed and enforced under the laws of the State of Texas.
27.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent Contractor(s) and not as an officer, agent,
servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to
control, the details of its operations hereunder, and all persons performing same, and shall be
solely responsible for the acts and omissions of its officers, agents, employees, vendors and sub-
vendors. The doctrine of respondent superior shall not apply as between Buyer and Seller, its
officers, agents, employees, vendors and subvendors. Nothing herein shall be construed as
creating a partnership or joint enterprise between Buyer and Seller, its officers, agents,
employees, vendors and subvendors.
28.0 LIABILITY AND INDEMNIFICATION
28.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
28.2 INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY (ALSO REFERRED TO AS BUYER), ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY
AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,WHETHER REAL
OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING
LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY
INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF SELLER, ITS
OFFICERS, AGENTS, SUBCONTRACTOR(S)S, SERVANTS OR EMPLOYEES.
29.0 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement, which agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
30.0 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for
payments due under this contract, then Buyer will immediately notify Seller of such occurrence
and this contract shall be terminated on the last day of the fiscal period for which funds have been
appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions
of annual payments herein agreed upon for which funds shall have been appropriated and
budgeted or are otherwise available.
31.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to
have been delivered three (3) business days following the day such notice is deposited in the
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PART- III
United States mail, in a sealed envelope with sufficient postage attached, addressed to
Purchasing Manager, City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth,
Texas 76102. Notices to Seller shall be conclusively determined to have been delivered three (3)
business days following the day such notice is deposited in the United States mail, in a sealed
envelope with sufficient postage attached, addressed to the address given by Seller in its
response to Buyer's invitation to proposals. Or if sent via express courier or hand delivery,
notice is considered received upon delivery.
32.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17, Article III,
Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986), as
amended, and Seller hereby covenants and agrees that Seller, its employees, officers,
agents, vendors or subvendors, have fully complied with all provisions of same and that no
employee, participant, applicant, Contractor(s)or subContractor(s)has been discriminated against
according to the terms of such Ordinance by Seller, its employees, officers, agents,
Contractor(s)or subvendors herein.
33.0 IMMIGRATION NATIONALITY ACT
City actively supports the Immigration & Nationality Act(INA)which includes provisions addressing
employment eligibility, employment verification, and nondiscrimination. Vendor shall verify the
identity and employment eligibility of all employees who perform work under this Agreement.
Vendor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of
all supporting employment eligibility and identity documentation for all employees, and upon
request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement.Vendor shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to
perform such services. Vendor shall provide City with a certification letter that it has complied with
the verification requirements required by this Agreement. Vendor shall indemnify City from any
penalties or liabilities due to violations of this provision. City shall have the right to immediately
terminate this Agreement for violations of this provision by Vendor.
34.0 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and
inspections necessary to provide the products or to perform the services hereunder. Seller shall
indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
35.0 RIGHT TO AUDIT
Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration of
three (3) years after final payment under this contract, and at no additional cost to Buyer, have
access to and the right to examine and copy any directly pertinent books, computer disks, digital
files, documents, papers and records of the Seller involving transactions relating to this contract,
including any and all records maintained pursuant to Section 31 of this Agreement. Seller agrees
that the Buyer shall have access, during normal working hours, to all necessary Seller facilities,
and shall be provided adequate and appropriate workspace, in order to conduct audits in
compliance with the provisions of this section. Buyer shall pay Seller for reasonable costs of any
copying in accordance with the standards set forth in the Texas Administrative Code. The Buyer
shall give Seller reasonable advance written notice of intended audits, but no less than ten
(10) business days.
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PART- III
36.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller
warrants that it and any and all of its subvendors will not unlawfully discriminate on the basis of
disability in the provision of services to general public, nor in the availability, terms and/or
conditions of employment for applicants for employment with, or employees of Seller or any of its
subvendors. Seller warrants it will fully comply with ADA's provisions and any other applicable
federal, state and local laws concerning disability and will defend, indemnify and hold Buyer
harmless against any claims or allegations asserted by third parties or subvendors against Buyer
arising out of Seller's and/or its subvendor's alleged failure to comply with the above-referenced
laws concerning disability discrimination in the performance of this agreement.
37.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the parties shall
first attempt to resolve the matter through this dispute resolution process.The disputing party shall
notify the other party in writing as soon as practicable after discovering the claim, dispute, or
breach. The notice shall state the nature of the dispute and list the party's specific reasons for
such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a
good faith effort, either through email, mail, phone conference, in person meetings, or other
reasonable means to resolve any claim, dispute, breach or other matter in question that may arise
out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty
(60)days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non-binding mediation upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. If the parties cannot resolve the dispute
through mediation,then either party shall have the right to exercise any and all remedies available
under law regarding the dispute.
38.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City
is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the
meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing
this contract,Seller certifies that Seller's signature provides written verification to the City that
Seller:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract.
Revised August 31, 2017.
Page 10 of 40
Exhibit B—Seller's Quote, Scope of Services or Purchase Order
Graybar online store :https://www.graybar.com/?
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c=258705621.1.1624994279834&_hsfp=2232679968&hsCtaTracking=78be873 b-89db-4800-b02a-f216c8663b75%
7C6001d77f-5f44-4d 17-bb23-32e3d7f4d4d6
Page 11 of 40
Exhibit C—Cooperative Agency Contract
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Manufacturer Partners Electrical, Lighting, Data Communications and Security
Products and Related Products, Services and Solutions
City of Kansas City, MO
Contract Number: EV2370
February 1, 2018 to January 31, 2023
Option to renew for three (3) additional two-year periods through January 31, 2029
Executive Summary
• Executive Summary
• Uniform Guidance
• AZ Compliance Questionnaire
Page 12 of 40
Master Agreement Documents
• EV2370 Master Agreement Graybar
• Contract Amendment
Solicitation Process
• EV2370 RFP
• EV2370 RFP Postings
REQUEST CONTRACT
INFORMATION
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of Co id-19
Page 13 of 40 ^
DocuSlgn Envelope ID:4A025638-AE5Ar49F94947-810B3DE1BBD0
STANDARD CITY CONTRACT
MASTER CONTRACT FOR PRODUCTS AND SERVICES-THE CITY OF KANSAS CITY, MISSOURI
CONTRACT NO.: EV2370
TITLE/DESCRIPTION: Electrical. Liahtino. Data Communications and Security Products and Related
Products. Services and Solutions
THIS Contract is between KANSAS CITY, MISSOURI, a constitutionally chartered municipal corporation
("CITY"), and Grayber Electric Company, Inc. ("CONTRACTOR°).
See. 1. The Contract. The Contract between the CITY and CONTRACTOR consists of the following
Contract Documents:
(a) this Contract;
(b) CONTRACTOR's Proposal dated October 6, 2017, that is attached hereto and incorporated
Into this Contract;
(c) CITY's RFP No. EV2370 that is Incorporated into this Contract by reference;
(d) any CITY Issued Purchase Order;
(e) any CITY and CONTRACTOR executed Work Order that is Incorporated into a CITY issued
Purchase Order,
(f) any and all Attachments and Exhibits attached to the Contract. All documents listed in this
Section 1 shall be collectively referred to as the "Contract Documents" and are incorporated
into this Contract. CITY and CONTRACTOR agree that the terms "Agreement" and
"Contract" and "Contract Documents" are used interchangeably in this Contract and the
terms "Agreement" and "Contract" and "Contract Documents' each include all "Contract
Documents.'
Sec. 2. Initial Term of Contract and Additional Periods.
(a) Initial Term. The initial term of this Contract shall begin on February 1, 2018, and shall end
on January 31, 2023. The Manager of Procurement Services Is authorized to enter into an
amendment of this Contract with CONTRACTOR to extend the term of this Contract and
time of performance for this Contract.
(b) Renewal Terms. At any time prior to. the expiration of the initial term or any subsequent
term, the CITY, in its sole discretion, may renew this Contract for up to three (3) additional
two(2)year terms.
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(c) Transition Term. Notwithstanding the expiration of the initial term or any subsequent term or
all options to renew, CONTRACTOR and CITY shall continue performance under this
Contract until the CITY has a new contract in place with either CONTRACTOR or another
provider or until the CITY terminates the Contract.
Sec. 3. Purchase Orders and Work Orders.
(a) Purchase Order. CITY shall order all Electrical, Lighting, Data Communications, and
Security Products and Related Products, Services and Solutions, (hereinafter"the Products°
or "Products and Services" or "Services" depending on the context of the terms used) by
means of a Purchase Order Issued by the CITY's Manager of Procurement Services for
which sufficient funds have been certified and encumbered by the Clty's Director of Finance.
CONTRACTOR shall not provide any "Products"or"Products and Services° or"Services" in
excess of the dollar amount contained in any Purchase Order even If there is an executed
Work Order between the CITY and CONTRACTOR. CONTRACTOR shall not be entitled to
any payment from CITY in excess of the dollar amount of the Purchase Orders from CITY
even If such amount is authorized in a Work Order executed by CITY and CONTRACTOR.
All Purchase Orders shall automatically Incorporate the Contract and all Contract
requirements even if the Contract is not referenced.
(b) Goods and Products. CONTRACTOR shall timely provide all Goods and Products ordered
by the CITY at the Prices set forth in the Contract. The terms "Goods" and "Products" are
used interchangeably under this Contract and each term includes the other term.
(c) Services or Work Orders for both Products and Services.
9. The CITY may request CONTRACTOR to provide Services or both Products and
Services. Prior to CONTRACTOR submitting a written detailed Proposal for Services
or for both Products and Services to a requesting CITY Department, the
CONTRACTOR must obtain written authorization from the CITY's Manager of
Procurement Services to submit a Proposal to the CITY Department. CONTRACTOR
shall not perform any Services or provide both Services and Products unless the
Manager of Procurement Services authorizes CONTRACTOR to provide Services or
both Products and Services and all other contractual requirements are met Including
the Pricing for all Products, Products and Services and Services.
2. Prior to the Manager of Procurement Services authorizing CONTRACTOR to provide
Services or both Products and Services to a CITY Department, the Manager of
Procurement Services shall:
a. Obtain MBE/WBE goals from the CITY's Director of Human Relations If the
estimated cost of the Services or Products and Services exceeds the dollar
thresholds for MBE/WBE goals and Workforce Goals for MBE/WBE goals;
b. Have the CITY's Director of Human Relations determine whether the needed
Services are subject to Prevailing Wage requirements and Payment Bond and
Performance and Maintenance Bond requirements;
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c. Any other Legal requirements including compliance with the CITY's SLBE
requirements
d. if the CITY's MBEIWBE program requirements are not applicable due to not
meeting the dollar thresholds.
3. If the Manager of Procurement Services authorizes CONTRACTOR to submit a
Proposal for Services or for both Products and Services, CONTRACTOR shall submit
a detailed Proposal that Includes the Scope of Services, the Proposed Schedule, the
Price and If applicable, comply with MBEIWBE goals, Prevailing Wage requirements,
and Payment Bond and Performance Bond requirements, or SLBE requirements. If
the CITY and CONTRACTOR agree to CONTRACTOR's Proposal, the CITY will issue
a Purchase Order and Work Order that is executed by the CITY and CONTRACTOR.
All Work Orders and Purchase Orders signed by the CITY and CONTRACTOR shall
automatically Incorporate this Contract (even If the Work Order does not specifically
Incorporate this Contract).
(d) CONTRACTOR shall bill the City, In a form acceptable to the City, on the following basis:
monthly.
Sec. 4. Effective Date of Contract.
(a) Notwithstanding Section 2 of this Contract, neither party has any obligation under this
Contract until the Manager of Procurement Services issues a Purchase Order which shall be
signed by the City's. Director of Finance certifying there is a balance, otherwise
unencumbered, to the credit of the appropriation to which the expenditure is to be charged,
and a cash balance, otherwise unencumbered, in the treasury, to the credit of the fund from
which payment will be made, each sufficient to meet the obligation Incurred In the Purchase
Order.
(b) The date of the first Purchase Order issued by the CITY Is the effective date of this Contract.
(c) The date of the first Purchase Order Issued by the CITY after the CITY renews this Contract
shall be the effective date of the renewal term or transition term.
Sec. 5. Invoices.
(a) CONTRACTOR shall submit to CITY a request for payment (hereinafter "Invoice") for
services performed in sufficient detail for the CITY to determine that the amount
CONTRACTOR is requesting Is in fact due and payable.
(b) CITY shall not pay any Invoice from CONTRACTOR unless CONTRACTOR .is in
compliance with, and not In breach or default of, all terms, covenants and conditions of this
Contract. If damages are sustained by CITY as a result of breach or default by
CONTRACTOR, CITY may withhold payment(s)to CONTRACTOR for the purpose of set off
until such time as the exact amount of damages due to CITY from CONTRACTOR may be
determined.
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(c) CITY shall not process CONTRACTOR's Invoice unless CONTRACTOR's Invoice is in
proper form, correctly computed, and is approved by CITY as payable under the terms of
this Contract.
(d) CITY Is not liable for any obligation incurred by CONTRACTOR except as approved under
the provisions of this Contract.
(e) If CONTRACTOR Is required to most MBE/WBE goals for this Contract, CONTRACTOR
shall not submit an Invoice to the City unless CONTRACTOR's Invoice is accompanied by a
copy of the most recent 00485.01 MMBE Monthly Utilization Report submitted by
CONTRACTOR to the City's Human Relations Department. CONTRACTOR shall remain
current on CONTRACTOR's filing of 00485.01 MAMBE Monthly Utilization Reports. CITY
shall not pay CONTRACTOR's Invoice unless CONTRACTOR is current on
CONTRACTOR's filing of 00485.01 MMBE Monthly Utilization Reports.
(f) Payment terms are net 30 days.
Sec. 6. Representations and Warranties of CONTRACTOR. CONTRACTOR hereby represents and
warrants to the CITY the following:
(a) CONTRACTOR is in good standing under the laws of the state of Missouri and each state in
which it does business, except any such state where the failure to be in good standing
would not have a material adverse effect on CONTRACTOR's ability to perform this
Contract In accordance with its terms.
(b) The execution, delivery and performance by CONTRACTOR of this Contract have been duly
authorized by all necessary corporate action and do not and will not (1) require any consent
or approval of CONTRACTOR's board of directors; (II) require any authorization, consent or
approval by, or registration, declaration or filing with, or notice to, any governmental
department, commission, board, bureau, agency or Instrumentality, or any third party, except
such authorization, consent, approval, registration, declaration, filing or notice as has been
obtained prior to the date hereof; (iii) violate any provision of any law, rule or regulation or of
any order,writ, injunction or decree presently in effect having applicability to CONTRACTOR
or Its articles or by-laws; and (Iv) result in a breach of or constitute a default under any
material agreement, lease or instrument to which CONTRACTOR Is a party or by which It or
Its properties may be bound or affected.
(c) CONTRACTOR shall not enter Into any contract for the services to CITY that purports to
grant a security interest or right of repossession to any person or entity respecting the
services, or any portions thereof or chattels placed thereon.
(d) There is no litigation, proceeding or other investigation pending or, to the knowledge of
CONTRACTOR, threatened against CONTRACTOR which would prevent consummation of
the transaction contemplated by this Contract or would have a materially adverse effect on
CONTRACTOR.
(a) CONTRACTOR warrants that all goods and Products are sold free of any security Interest
and will make available to CITY all transferable warranties (Including without limitation
MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 4 of 20
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warranties with respect to Intellectual property infringement) made to CONTRACTOR by the
manufacturer of the goods. CONTRACTOR MAKES NO OTHER IMPLIED WARRANTIES,
AND SPECIFICALLY MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR PURPOSE. UNLESS OTHERWISE AGREED IN WRITING BY AN
AUTHORIZED REPRESENTATIVE OF SELLER, PRODUCTS SOLD HEREUNDER ARE
NOT INTENDED FOR USE 1N OR CONNECTION WITH 1) ANY SAFETY APPLICATION
OR THE CONTAINMENT AREA OF A NUCLEAR FACILITY, OR 2) IN A HEALTHCARE
SITUATION, WHERE THE GOODS HAVE POTENTIAL FOR DIRECT PATIENT CONTACT
OR WHERE A SIX(6) FOOT CLEARANCE FROM A PATIENT CANNOT BE MAINTAINED
AT ALL TIMES.
(f) Neither party shall be liable for any delay or failure to perform under this Agreement In the
event and to the extent that such delay or failure arises out of war, civil commotion, arts of
God, accident, fire or water damage, explosion, strikes or lockouts, delay in transportation,
legislative action, govemment regulations or any other event beyond the respective party's
reasonable control.
Sec. 7. Survival of the Representations, Warranties and Covenants. All representations, warranties
and covenants expressed herein shall survive the execution of this Contract for the benefit of the parties
hereto.
Sec. S. Governing Law. This Contract shall be construed and govemed In accordance with the laws of
the State of Missouri without giving effect to Missouri's choice of law provisions. The CITY and
CONTRACTOR: (1) submit to the jurisdiction of the state and federal courts located in Jackson County,
Missouri; (2) waive any and all objections to jurisdiction and venue; and (3) will not reise forum non
convenlens as an objection to the location of any litigation.
Sec. 9. Termination for Convenience. CITY may, at any time upon fifteen (15) days written notice to
CONTRACTOR specifying the effective data of termination, terminate this Contract, in whole or in part.
Sec. 10. Default and Remedies.
(a) if CONTRACTOR shall be in default or breach of any provision of this Contract, CITY may
terminate this Contract, suspend CITY's performance, withhold payment or invoke any other
legal or equitable remedy after giving CONTRACTOR ten (10) days written notice and
opportunity to cure such default or breach.
(b) If CITY shall be in default or breach of any provision of this Contract, CONTRACTOR may
terminate this contract or suspend CONTRACTOR's performance after giving CITY ten (10)
days written notice and opportunity to cure such default or breach.
(c) CITY's remedies under this Agreement for the purchase of Goods and Products are subject
to any limitations contained in manufacturer's terms and conditions to CONTRACTOR, a
copy of which will be fumished upon written request. Furthermore, CONTRACTOR's liability
shall be limited to either repair or replacement of the goods or Products and refund of the
purchase price, all at CONTRACTOR's option, and in no case shall CONTRACTOR be
liable for incidental or consequential damage. In addition, claims for shortages, other than
loss In transit, must be made in wn'ting not more than five (5)days after receipt of shipment.
MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 5 of 20
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The limitation of remedies Imposed by this Section is only applicable to Products and Goods
provided by CONTRACTOR and this limitation of remedies section is not applicable If
CONTRACTOR provides Services or both Products, Goods and Services pursuant to
Section 3(c)of this Contract.
Sec. 11. Waiver. Waiver by CITY of any term, covenant, or condition hereof shall not operate as a waiver
of any subsequent breach of the some or of any other term, covenant or condition. No term, covenant, or
condition of this Contract can be waived except by written consent of CITY, and forbearance or indulgence
by CITY In any regard whatsoever shall not constitute a waiver of same to be performed by
CONTRACTOR to which the same may apply and, until complete performance by CONTRACTOR of the
term, covenant or condition, CITY shall be entitled to invoice any remedy available to it under this Contract
or by law despite any such forbearance or Indulgence.
Sec. 12. Acceptance. No payment made under this Contract shall be proof of satisfactory performance of
the Contract, either wholly or in part, and no payment shall be construed as acceptance of deficient or
unsatisfactory services.
Sec. 13. Records.
(a) For purposes of this Section:
1. "CITY° shall mean the City Auditor, the City's Internal Auditor, the City's Director of
Human Relations, the City Manager,the City department administering this Contract and
their delegates and agents.
2. °Record" shall mean any document, book, paper, photograph, map, sound recordings or
other material, regardless of physical form or characteristics, made or received in
connection with this Contract and all Contract amendments and renewals.
(b) CONTRACTOR shall maintain and retain all Records for a term of five (5) years that shall
begin after the expiration or termination of this Contract and all Contract amendments. CITY
shall have a right to examine or audit all Records, and CONTRACTOR shall provide access
to CITY of all Records upon ten (10)days written notice from the CITY.
(c) The books, documents and records of CONTRACTOR In connection with this Contract shall
be made available to the City Auditor, the City's Internal Auditor, the Citys Director of
Human Relations and the City department administering this Contract within ten (10) days
after the written request Is made.
Sec. 14. Affirmative Action: If this Contract exceeds $300,000.00 and Contractor employs fifty (50) or
more people, Contractor shall comply with City's Affirmative Action requirements in accordance with the
provisions of Chapter 3 of City's Code, the rules and regulations relating to those sections, and any
additions or amendments thereto; In executing any Contract subject to said provisions, Contractor warrants
that It has an affirmative action program in plaoe and will maintain the affirmative action program in place
for the duration of the Contract. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, sex, religion, national origin or ancestry, disability, sexual orientation,
gender Identity or age in a manner prohibited by Chapter 3 of City's Code. Contractor shall:
MASTER CONTRACT FOR PRODUCTS AND SERVICES Page B of 20
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(a) Submit, in print or electronic format, a copy of Contractor's current certificate of compliance
to the City's Human Relations Department (HRD) prior to receiving the first payment under
the Contract, unless a copy has already been submitted to HRD at any point within the
previous two (2) calendar years. If, and only if, Contractor does not possess a current
certification of compliance, Contractor shall submit, In print or electronic format, a copy of its
affirmative action program to HRD prior to receiving the first payment under the Contract,
unless a copy has already been submitted to HRD at any point within the previous two (2)
calendar years.
(b) Require any Subcontractor awarded a subcontract exceeding $300,000.00 to affirm that
Subcontractor has an affirmative action program in place and will maintain the affirmative
action program in place for the duration of the subcontract.
(c) Obtain from any Subcontractor awarded a subcontract exceeding $300,000.00 a copy of the
Subcontractor's current certificate of compliance and tender a copy of the same, in print or
electronic format, to HRD within thirty (30) days from the date the subcontract is executed.
If, and only If, Subcontractor does not possess a current. certificate of compliance,
Contractor shall obtain a copy of the Subcontractor's affirmative action program and tender
a copy of the same, in print or electronic format, to HRD within thirty(30) days from the date
the subcontract is executed.
City has the right to take action as directed by City's Human Relations Department to enforce this
provision. If Contractor fails, refuses or neglects to comply with the provisions of Chapter 3 of City's Code,
then such failure shall be deemed a total breach of this Contract and this Contract may be terminated,
canceled or suspended, in whole or In part, and Contractor may be declared ineligible for any further
contracts funded by City for a period of one(1)year. This is a material term of this Contract.
Sec. 15. Tax Compliance. If the CITY's payments to CONTRACTOR exceed $180,000.01 for the period
of May 1st through April 30th, CONTRACTOR shall provide proof of compliance with the CITY's tax
ordinances administered by the CITY's Commissioner of Revenue as a precondition to the CITY. making
the first payment under this Contract. CONTRACTOR also shall submit to the CITY proof of compliance
with the CITY's tax ordinances administered by the CITY's Commissioner of Revenue as a condition
precedent to the CITY making final payment under the Contract.
Sac. 16. Buy American Preference. it is the policy of the CITY that any manufactured goods or
commoditles used or supplied in the performance of any CITY Contract or any subcontract thereto shall be
manufactured or produced In the United States whenever possible.
Sec. 17. Notices. All notices to be given hereunder shall be in writing and may be given, served or made
by depositing the same In the United States mail addressed to the party to be notified, postpaid and
registered or certified with return receipt requested or by delivering the same in person to such person.
Notice deposited In the mail in accordance with the provisions hereof shall be effective unless otherwise
stated in such notice or In this Contract from and after the second day next following the date postmarked
on the envelope containing such notice. Notice given In any other manner shall be effective only if and
when received by the party to be notified. All notices shall be sent to the following addresses:
If to the CITY: City of Kansas City, Missouri
Procurement Services Division
414 East 12th Street, 1 8t Floor, Room 102 W
Kansas City, Missouri 64106
Attention: Cedric Rowan, C.P.M., Manager
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E-mail: ceddc.rowan(dkcmo.orn
Telephone: (816) 513-0814
Facsimile: (816)513-1066
With copies to: Law Department of Kansas City, Missouri
414 East 12th Street, 23'd Floor
Kansas City, Missouri 64106
Attention: Cecilia Abbott, Esq., City Attorney
E-mail: cecllla.abboff9bkcmo.oro
Telephone: (816)513-3127
Fax: (816) 513-3133
If to the CONTRACTOR: Grayber Electric Company, Inc.
Ronald Drescher, National Sales Manager, Corporate Sales
11885 Lackland Road
St. Louis, Missouri 63146
E-mail: ron.drescher@grayber.com
Telephone: (301)306-3263
Mobile: (301)830-1424
See. 18. General Indemnification.
(a) For purposes of this Section only, the following terms shall have the meanings listed:
1. Claims means all claims, damages, liability, losses, costs and expenses, court costs and
reasonable attorneys' fees, including attorneys' fees incurred by the CITY in the
enforcement of this indemnity obligation.
2. CONTRACTOR's rents means CONTRACTOR's officers, employees, subcontractors,
successors, assigns, invitees, and other agents.
3. CITY means CITY, its Agencies, its agents, officials, officers and employees.
(b) CONTRACTOR's obligations under this Section with respect to indemnification for acts or
omissions, including negligence, of CITY, shall be limited to the coverage and limits of
Insurance that CONTRACTOR is required to procure and maintain under this Contract.
CONTRACTOR affirms that it has had the opportunity to recover all costs of the insurance
requirements imposed by this Contract in Its contract price.
(c) CONTRACTOR shall defend Indemnify and hold harmless CITY from and against all claims
arising out of or resulting from all acts or omissions in connection with this Contract caused
in whole or in part by CONTRACTOR or CONTRACTOR's Agents, regardless of whether or
not caused in part by any act or omission, including negligence, of CITY. CONTRACTOR is
not obligated under this Section to indemnify CITY for the sole negligence of CITY.
(d) In no event shall the language in this Section constitute or be construed as a waiver or
limitation of the CITY's rights or defenses with regard to sovereign immunity, governmental
MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 8 of 20
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immunity, or other official immunities and protections as provided by the federal and state
constitutions or by law.
Sec. 19. Indemnification for Professional Negligence. If this contract is for professional services,
CONTRACTOR shall indemnify, and hold harmless CITY and any of Its agencies, officials, officers, or
employees from and against all claims, damages, liability, losses, costs, and expenses, including
reasonable attorneys' fees, arising out of any negligent acts or omissions in connection with this Contract,
caused by CONTRACTOR, Its employees, agents, subcontractors, or caused by others for whom
CONTRACTOR is liable, in the performance of professional services under this Contract. CONTRACTOR
is not obligated under this Section to indemnify CITY for the negligent acts of CITY or any of Its agencies,
officials, officers, or employees.
Sec.20. Insurance.
(a) CONTRACTOR shall procure and maintain in effect throughout the term of this Contract
Insurance policies with coverage not less than the types and amounts specified in this
Section. CONTRACTOR must have:
1. Commercial General Liability Insurance Policy: with limits of $1,000,000 per
occurrence and $2,000,000 aggregate, written on an "occurrence' basis. The policy
shall be written or endorsed to include the following provisions:
a. Severablilty of Interests Coverage applying to Additional Insureds
b. Contractual Liability
c. Per Project Aggregate Liability Limit or, where not available, the aggregate limit
shall be $2,000,000.
d. No Contractual Liability Limitation Endorsement
e. Additional Insured Endorsement, ISO form CG20 10, current edition, or its
equivalent.
2. Workers' Compensation Insurance and Employers Liability Policies as required by
Missouri law.
3. Commercial Automobile Liability Insurance Policy: with a limit of $1,000,000 per
occurrence, covering owned, hired, and non-owned automobiles. The Policy shall
provide coverage on an "any auto° basis and on an "occurrence" basis. This
insurance policy will be written on a Commercial Business Auto form, or acceptable
equivalent, and will protect against claims arising out of the operation of motor
vehicles, as to acts done In connection with the Contract, by CONTRACTOR.
4. If this Contract is for professional services, CONTRACTOR shall obtain Professional
Liability Insurance with limits per claim and annual aggregate of$1,000,000.
(b) All insurance policies required in this Section shall provide that the policy will not be
canceled until after the Insurer provides the CITY ten (10)days written notice of cancellation
in the event that the cancellation is for CONTRACTOR's nonpayment of premiums and thirty
(30)days written notice of cancellation to CITY for all other reasons of cancellation.
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(c) The Commercial General and Automobile Liability Insurance Policies specified above shall
provide that CITY and Its agencies, agents, officials, officers, and employees, while acting
within the scope of their authority, will be named as additional insureds for the services
performed under this Contract. CONTRACTOR shall provide to CITY at execution of this
Contract a certificate of Insurance showing all required endorsements and additional
insureds.
(d) All insurance policies must be provided by Insurance Companies that have an A.M. Bests
rating of °A V" or better, and are licensed or approved by the State of Missouri to provide
insurance in Missouri.
(e) Regardless of any approval by CITY, CONTRACTOR shall maintain the required insurance
coverage in force at all times during the term of this Contract. CONTRACTOR's failure to
maintain the required Insurance coverage will not relieve CONTRACTOR of Its contractual
obligation to Indemnify the CITY pursuant to this Section of this Contract. In the event
CONTRACTOR fails to maintain the required insurance coverage in effect, CITY may
declare CONTRACTOR in default.
(f) In no event shall the language in this Section constitute or be construed as a waiver or
limitation of the CITY's rights or defenses with regard to sovereign immunity, governmental
immunity, or other official immunities and protections as provided by the federal and state
constitutions or by law.
Sec. 21. Interpretation of the Contract.
(a) CITY selected CONTRACTOR through a negotiated procurement process rather than an
Invitation for Bids (IFB) solicitation. Unlike the IFB, this process allows the CITY and
CONTRACTOR to discuss and negotiate a contract at arm's length prior to entering a final
contract that is acceptable to both the CITY and the CONTRACTOR. After negotiation and
discussion, CONTRACTOR and CITY have Incorporated multiple documents into this
Agreement and the meaning of some of the words used in the Agreement may be uncertain,
incomplete or duplicative and the Agreement may promise something at one place and take
that promise away at another. In sum, the Agreement may contain words and provisions
that are susceptible of more than one meaning so that reasonable persons of average
Intelligence may fairly and honestly differ in their construction of the words and provisions. It
is the intent of the CITY and the CONTRACTOR that the CITY's taxpayers receive the
benefit or advantage In the construction and interpretation of this Agreement, regardless of
the normal judicial rules of contract construction even if the construction and interpretation of
the Agreement will cost the CONTRACTOR more money and time. CITY and
CONTRACTOR agree that CITY's Manager of Procurement Services shall, in cooperation
with a representative of supplier, resolve all disagreements as to the meaning of this
Agreement or any ambiguity in this Agreement. The decision of CITY's Manager of
Procurement shall be final and conclusive if all parties have acted in good faith.
(b) CONTRACTOR acknowledges and agrees that the CITY has provided CONTRACTOR with
an opportunity to have CONTRACTOR's attorney review and advise CONTRACTOR on the
Agreement and any potential ambiguities or areas of disagreement and the potential
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adverse legal consequences of CONTRACTOR agreeing to this Section as well as the
entire Agreement.
(c) CONTRACTOR certifies that CONTRACTOR has either (1) waived Its right to have
CONTRACTOR's attorney review this Section and Agreement; or (2) CONTRACTOR has
consulted with an attorney on this Section and Agreement.
(d) CONTRACTOR knowingly and voluntarily agrees to this Section, as amended, and the
entire Agreement. CONTRACTOR certifies that this contract was not procured by fraud,
duress or undue influence.
Sec. 22. Contract Execution. This Contract may be executed in one or more counterparts, each of which
will be deemed an original copy of this Contract and all of which, when taken together, will be deemed to
constitute one and the same Contract. This Contract shall be effective upon the execution of counterparts
by both parties, notwithstanding that both parties may not sign the same counterpart. The parties'
signatures transmitted by facsimile or by other electronic means shall be proof of the execution of this
Contract and shall be acceptable in a court of law.
Sec. 23. Guaranteed Lowest Pricing. CONTRACTOR certifies that this Contract contains
CONTRACTOR's lowest and best pricing for all services supplied by CONTRACTOR to any government,
governmental entity, political subdivision, city, state, school district or any other public entity in the United
States as of the date of this Contract. CONTRACTOR represents that the prices set for herein are not less
favorable than those currently extended to any other similarly situated government, governmental entity,
political subdivision, city, state, school district or other public entity customer, for the same goods, in equal
or seller quantities, as part of similar market basket, and under similar terms.
Sec. 24. Assignability and Subcontracting.
(a) Assignability. Contractor shall not assign or transfer any part or all of Contractor's obligation
or Interest In this Contract without prior written approval of City. If Contractor shall assign or
transfer any of its obligations or interests under this Contract without the City's prior written
approval, it shall constitute a material breach of this Contract. This provision shall not
prohibit contractor from subcontracting as otherwise provided for herein.
(b) Subcontracting. Contractor shall not subcontract any part or all of Contractor's obligations or
interests in this Contract unless the subcontractor has been identified in a format required by
City. If Contractor shall subcontract any part of Contractor's obligations or interests under
this Contract without having identified the subcontractor, it shall constitute a material breach
of this Contract. The utilization of subcontractors shall not relieve Contractor of any of its
responsibilities under the Contract, and Contractor shall remain responsible to City for the
negligent acts, errors, omissions or neglect of any subcontractor and of such subcontractor's
officers, agents and employees. City shall have the right to reject, at any point during the
term of this Contract, any subcontractor identified by Contractor, and to require that any
subcontractor cease wonting under this Contract. City's right shall be exercisable In its sole
and subjective discretion. City shall not be obligated to pay or be liable far payment of any
monies which may be due to any subcontractor. Contractor shall include In any subcontract
a requirement that the subcontractor comply with all requirements of this Contract in
performing Contractor's services hereunder.
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Sec. 25. Professional Services — Conflict of Interest Certlflcatlon. If this Contract Is for professional
services other than for medical doctors or appraisers, CONTRACTOR certifies that CONTRACTOR Is not
an expert witness for any party in litigation against the CITY at the time of the issuance of this Contract.
Sec. 26. Minority and Women's Business Enterprises.
(a) CONTRACTOR shall assist City Certified Minority Business Enterprises(MBEs), City
Certified Woman Business Enterprises(WBEs)and City Certified Small Local Business
Enterprises(SLBEs)grow, develop, and prosper in the public sector by implementation of
the requirements of this Section.
(b) CONTRACTOR shall provide the same U.S. Communities national discounted pricing
received by the City to City Certified MBEs, WBEs and SLBEs when City Certified MBEs,
WBEs, and SLBEs bid or submit a proposal on City of Kansas City, Missouri Construction
or Maintenance Solicitations and other public sector Construction and Maintenance
Solicitations to allow City Certified MBEs,WBEs, and SLBEs, to incorporate the same
National Discounted U.S. Communities pricing received by the City in their bids and
proposals to the City and other public entities and save the taxpayers money.
Sec. 27. Employee Eligibility Verification. CONTRACTOR shall execute and submit an affidavit, in a
form prescribed by the CITY, affirming that CONTRACTOR does not knowingly employ any person in
connection with the contracted services who does not have the legal right or authorization under federal
law to work in the United States as defined in 8 U.S.C. §1324a(h)(3). CONTRACTOR shall attach to the
affidavit documentation sufficient to establish CONTRACTOR's enrollment and participation in an
electronic verification of work program operated by the United States Department of Homeland Security to
verify information of newly hired employees, under the Immigration and Reform and Control Act of 1986.
CONTRACTOR may obtain additional information about E-Verify and enroll at httos:l/e-
verify.uscis.nov/enroll/StartPage.asDx?JS=YES. For those CONTRACTORS enrolled in E-Verify, the first
and last pages of the E-Verify Memorandum of Understanding that CONTRACTOR will obtain upon
successfully enrolling in the program shall constitute sufficient documentation for purposes of complying
with this section. CONTRACTOR shall submit the affidavit and attachments to the CITY prior to execution
of the contract, or at any point during the term of the contract if requested by the CITY.
Sec. 28. Emergencies.
(a) Disaster means any large scale event such as an act of terrorism, fire, wind, flood,
earthquake or other natural or man-made calamity which results in, or has the potential to
result In a significant loss of life or property.
(b) During and after a disaster, CONTRACTOR shall provide special services to the CITY
including CONTRACTOR shall open CONTRACTOR's facilities even on nights and
weekends as necessary to meet the needs of the City during a disaster.
(c) CONTRACTOR shall not charge CITY any fee for opening facilities during an emergency or
for extending CONTRACTOR's hours of operation during a disaster. CITY shall pay
CONTRACTOR the agreed upon contract prices for all purchases made by CITY during the
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disaster and CONTRACTOR shall not charge CITY any additional mark-up, fee or cost for
any purchases made by CITY during a disaster.
(d) CONTRACTOR shall quickly mobilize CONTRACTOR's internal and external resources to
assist CITY when a disaster unfolds.
(e) Extended hours and personnel. During disasters, CONTRACTOR's facilities shall stay open
24 hours If requested by the CITY. CONTRACTOR shall utilize additional CONTRACTOR
personnel to take CITY orders if necessary. CONTRACTOR's Call Center shall accept
phone orders 24 hours a day.
(f) CONTRACTOR shall have contingency plans with CONTRACTOR's suppliers to provide
additional supplies and equipment quickly to CITY as needed.
(g) CONTRACTOR shall cooperate with CITY to properly document any and all expenses
incurred by CITY with CONTRACTOR and CONTRACTOR shall assist CITY in meeting any
and all documentation requirements of the Federal Emergency Management Agency
(FEMA).
Sec. 29. Time of Delivery. Delivery is required to be made in accordance with the schedule shown In the
solicitation and purchase order.
Sec. 30. F.O.B. Destination. All deliveries of Products shall be F.O.B. Destination and all freight charges
are Included in the Purchase Price charged by CONTRACTOR to the CITY.
(a) The proposed pricing applies to normally stocked Graybar materials. Discounts offered are
based on the Graybar List Price or Cost In effect at time of order.
(b) Standard delivery policy provides customers with next day service,free of charge,for
materials stocked in the branch and within the standard service area.
(c) Orders requiring same-day or expedited next-day service, non-stock Items, special order or
special handling and materials obtained from other Graybar warehouses or manufacturers,
may include shipping or handling charges.Any shipping, handling or other costs will be
negotiated at time of order.
Sec. 31. Quality. All Products shall be new, in current production, and the best of their kind. When
applicable, parts and maintenance shall be reasonably available. New equipment that is obsolete or
technically outdated is not acceptable. Remanufactured or reconditioned items are not considered new.
Items shall be properly packaged, packed, labeled, and Identified In accordance with commercial standards
acceptable to the trade and as required by ICC and other federal and state regulations. Packing slips will
accompany the shipment.
Sec. 32. Brand Name or Equal. Whenever the name of the manufacturer or the supplier is mentioned on
the face hereof and the words "or equal" do not follow, it shall be deemed that the words "or equal" shall
follow such designations unless the face hereof specifies "no substitutions". The CITY may assume that
Rome submitted are equal or it may request samples and proof thereof and unless approved before
shipment, reserves right to return at the CONTRACTOR'S expense all Items that are not acceptable as
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equals, said Items to be replaced by the CONTRACTOR with satisfactory items at the original submitted
price.
Sec. 33. Commercial Warranty. The CONTRACTOR agrees that the Products and Services furnished
under this Contract shall be covered by the most favorable commercial warranties the CONTRACTOR
gives to any customer for such supplies or services and that the rights and remedies provided herein are in
addition to and do not limit any rights afforded to the CITY by any other clause of this contract.
CONTRACTOR represents that the warranties set forth herein are not less favorable than those currently
extended to any other similarly situated govemment, governmental entity, political subdivision, city, state,
school district or other public entity customer, for the some goods, in equal or less quantities, as part of the
similar market basket, and under similar terms.
Sec. 34. Sellers Invoice. Invoices shall be prepared and submitted in duplicate to address shown on the
purchase order. Separate invoices are required for each purchase order. Invoices shall contain the
following information: purchase order number, item number, description of supplies or services, sizes, unit
of measure, quantity, unit price, and extended totals.
Sec. 35. Inspection and Acceptance. Inspection and acceptance will be at destination unless specified
otherwise, and will be made by the CITY department shown in the shipping address or other duly
authorized representative of the CITY. Until delivery and acceptance, and after any rejection, risk of loss
will be on the CONTRACTOR unless loss results from negligence of the CITY. CONTRACTOR will be
notified of rejected shipments. Unless agreed otherwise, Items will be returned freight collect.
Sec. 36. Loss and Damaged Shipments. Risk of loss or damage to items prior to the time of their receipt
and acceptance by the CITY Is upon the CONTRACTOR. The CITY has no obligation to accept damaged
shipments and reserves the right to return at CONTRACTOR's expense damaged merchandise even
though the damage was not apparent or discovered until after receipt of the items.
Sec.37. Late Shipments. CONTRACTOR is responsible to notify the CITY department receiving the
items and the Senior Buyer of any late or delayed shipments. The CITY reserves the right to cancel all or
any part of an order if the shipment Is not made as promised.
Sec. 36. Tax Exemption - Federal and State.
(a) The CITY Is exempt from Federal Excise and Transportation taxes on purchases under
Chapter 32, Internal Revenue Code. The federal tax registration number Issued by the St.
'Louis District Director on November 11, 1974 is No. 43740340K.
(b) The CITY Is exempt from payment of Missouri Sales and Use Tax in Accordance with
Section 39(10) Article 3, of the Missouri Constitution and Sections 144.040 and 144.615
RSMo 1969 and supplement thereto. A copy of the exemption from Missouri Sales and Use
Tax is available upon request.
Sec. 39. Annual Appropriation of Funds.
(a) Multi-year term supply and service contracts and leases and the exercise of options to renew
term contracts are subject to annual appropriation of funds by the City Council. Payments made
under term contracts and leases are considered items of current expense. Purchase orders are
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funded when issued,therefore are current expense items and are not subject to any subsequent
appropriation of funds.
(b) In the event sufficient funds are not appropriated for the payment of lease payments or
anticipated term contract payments required to be paid In the next occurring lease or contract
term and If no funds are legally available from other sources, the lease or contract may be
terminated at the and of the original term or renewal term and the CITY shall not be obligated to
make further payments beyond the then current original or renewal term. The CITY will provide
notice of Its Inability to continue the lease or contract at such time as the Manager of
Procurement Services Is aware of the nonappropriation of funds; however, failure to notify does
not renew the term of lease or contract. If a lease is cancelled, the events of default will occur
as described In the lease and/or the section titled TERMINATION FOR DEFAULT. The CITY
has no monetary obligations in event of termination or reduction of a term contract since such
contracts represent estimated quantities and are not funded as a contract, but only to the extent
of purchase orders issued.
Sec.40. Performance and Maintenance Bond and Payment Bond.
(a) If a Work Order is estimated to exceed $50,000.00 and Is for the erection, construction,
alteration, repair or improvement of any building, road, street, public utility or other public facility
owned by the public entity as defined by Section 107.170, RSMo, CONTRACTOR shall obtain a
performance and maintenance bond and payment bond as required by this Section. The City
approved performance and maintenance bond and payment bond are incorporated in this
Contract by reference and Contractor shall require its Surety to issue the performance and
maintenance bonds and payment bonds on City approved forms.
(b) All Bonds shall be executed by such sureties as are named in the current list of "Companies
Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable
Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management
Service, Surety Bond Branch, U.S. Department of the Treasury. A certified copy of such agent's
authority to act must accompany all Bonds signed by an agent. If the surety on any Bond
furnished by Seller is declared bankrupt or becomes Insolvent, or its right to do business is
terminated In any state where any part of the Project Is located or it ceases to most the
requirement of the preceding sentence, Seller shall within twenty (20)days thereafter substitute
another Bond and surety, both of which must be acceptable to City.
(c) The performance and maintenance bond and payment bond shall remain in effect at least one
(1)year after the date when final payment becomes due, except as provided otherwise by Laws
or Regulations or by the Contract Documents.
(d) All Bonds required by the Contract Documents to be purchased and maintained by
CONTRACTOR shall be obtained from surety that Is duly'licensed in the State of Missouri and
In the jurisdiction in which the Project is located, if not In Missouri, to Issue Bonds. All surety
companies shall hold an A.M. Best rating of B+, V, or better.
(e) If the surety on any Bond fumished by Contractor is declared bankrupt or becomes Insolvent, or
its right to do business is terminated in any state where any part of the Project is located or it
ceases to meet the requirement of Paragraph 5.01 B, Contractor shall within twenty (20) days
thereafter substitute another Bond and surety, both of which must be acceptable to City.
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Sec. 41. Prevailing Wage.
A. Prevailing Wage. If a Work Order includes work that requires payment of prevailing wage as set
forth In Sections 290.210 to 290.340, RSMo (the°Law"), CONTRACTOR shall pay workers
prevailing wage In accordance with this Section and the Law. Under the Law,work that meets
the definition of"construction""includes construction, reconstruction, improvement,
enlargement, alteration, painting and decorating, or major repair." "Maintenance work that is not
subject to the Law is defined as"the repair, but not the replacement, of existing facilities when
the size,type or extent of the existing facilities is not thereby changed or increased."
1. Contractor shall comply and require its Subcontractors to comply with;
a. Sections 290.210 to 290.340, RSMo the State of Missouri Prevailing Wage Law (the
"Law"); and
b. 8 CSR.30-3.010 to 8 CS 30-3.060, the Prevailing Wage Law Rules (the"Rules"); and
c. the Annual Wage Order (Wage Order) issued by the State of Missouri's Department of
Labor and Industrial Relations; and
d. any applicable Annual Incremental Wage Increase (Wage Increase)to the Annual Wage
Order.
2. The Law, Rules, Wage Order and any Wage Increase are incorporated into and made part
hereof this Contract and shall be collectively referred to in this Section as the "Prevailing
Wage Requirements." In the event this Contract is renewed for an additional term, the
Wage Order In effect as of the commencement date of the additional term, as amended by
any applicable Wage Increase, shall be deemed incorporated herein and shall apply to and
remain in effect for the duration of the additional term. The new Wage Order and any
applicable Wage Increase shall govern notwithstanding the fact that the Wage Order being
replaced might be physically attached to this Contract.
3. Contractor shall pay and require its Subcontractors to pay to all workers performing work
under this Contract not less than the prevailing hourly rate of wages for the class or type of
work performed by the worker in accordance with the Law, Rules, Wage Order and any
applicable Wage Increase. Contractor shall take whatever steps are necessary to insure
that the prevailing.hourly wage rates are paid and that all workers for Contractor and each of
Its Subcontractors are paid for the class or type of work performed by the worker in
accordance with the Prevailing Wage Requirements.
4. Prior to each of Its Subcontractors beginning Work on the Site, Contractor shall require each
Subcontractor to complete City's Form 00490 entitled "Pre-contract Certification" that sets
forth the Subcontractor's prevailing wage and tax compliance history for the two (2) years
prior to the bid. Contractor shall retain one (1)year and make the Pre-contract Certifications
available to City within five (5)days after written request.
5. Contractor shall keep and require each of its Subcontractors engaged in the construction of
public works in performance of the Contract to keep full and accurate records on City's
forms. Contractor shall:
a. Keep and require each of Its Subcontractors engaged in the construction of public works
In performance of the Contract to keep full and accurate records on City's "Daily Labor
Force Report" Form indicating the worker's name, occupational title or classification
group and skill and the workers' hours. City shall furnish blank copies of the Daily Labor
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Force Report Form to Contractor for its use and for distribution to Subcontractors.
Contractor shall submit its and its Subcontractors Daily Labor Force Reports to City each
day; and
b. Submit, and require each of Its Subcontractors engaged In the construction of public
works in performance of the Contract to submit, electronically, in a format prescribed by
the City, Certified Payroll Report Information indicating the worker's name, address,
social security number, occupation(s), craft(s) of every worker employed in connection
with the public work together with the number of hours worked by each worker and the
actual wages paid in connection with the Project and other pertinent Information as
requested by the City; and
c. Submit, and require each of Its Subcontractors engaged in the construction of public
works in performance of the Contract to submit, electronically, In format prescribed by
the City, a Payroll Certification. The Payroll Certification must be signed by the
employee or agent who pays or supervises the payment of the workers employed under
the Contract for the Contractor and each Subcontractor.
The Daily Labor Force Report, documents used to compile Information for the Certified
Payroll Report, and Payroll Certification are collectively referred to in this Section as the
"Records."
6. Contractor shall make all of Contractor's and Subcontractors' Records open to inspection by
any authorized representatives of City and the Missouri Department of Labor and Industrial
Relations at any reasonable time and as often as they may be necessary and such Records
shall not be destroyed or removed from the State of Missouri for a period of one (1) year
following the completion of the public work In connection with which the Records are made.
Contractor shall have its and its Subcontractors Certified Payroll Reports and Payroll
Certifications available at the Contractor's offios and shall provide the Records to the City
electronically at City's sole discretion. In addition, all Records shall be considered a public
record and Contractor shall provide the Records to the City In the format required by the City
within three(3)working days of any request by City at the Contractor's cost. City, in its sole
discretion, may require Contractor to send any of the Records directly to the person who
requested the Record at Contractor's expense.
7. Contractor shall post and keep posted a clearly legible statement of all prevailing hourly
wage rates to be paid to all workers employed by Contractor and each of Its Subcontractors
in the performance of this Contract In a prominent and easily accessible place at the Site of
the Work by all workers.
8. If the Contract Price exceeds $250,000.00, Contractor shall and shall require each
Subcontractor engaged in any construction of public works to have its name, acceptable
abbreviation or recognizable logo and the name of the city and state of the malling address
of the principal office of the company, on each motor vehicle and motorized self-propelled
piece of equipment which Is used in connection with the Project during the time the
Contractor or Subcontractor Is engaged on the project. The sign shall be legible from a
distance of twenty (20') feet, but the size of the lettering need not be larger than two (2')
Inches. In cases where equipment is leased or where affixing a legible sign to the equipment
is impractical, the Contractor may piece a temporary stationary sign, with the Information
required pursuant to this section, at the main entrance of the Project In place of affixing the
required information on the equipment so long as such sign Is not In violation of any state or
federal statute, rule or regulation. Motor vehicles which are required to have similar
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Information affixed thereto pursuant to requirements of s regulatory agency of the state or
federal government are exempt from the provisions of this subsection.
9. Contractor must correct any errors in Contractor's or any Subcontractors' Records, or
Contractor's or any Subcontractors' violations of the Law, Rules, Annual Wage Order and
any Wage Increase within fourteen(14) calendar days after notice from City.
10. Contractor shall and shall require its Subcontractors to cooperate with the City and the
Department of Labor and Industrial Relations In the enforoement of this Section, the Law,
Rules, Annual Wage Order and any Wage Increase. Contractor shall and shall require its
Subcontractors to permit City and the Department of Labor and Industrial Relations to
Interview any and all workers during working hours on the Project at Contractor's sole cost
and expense.
11.Contractor shall file with- City, upon completion of the Project and prior to final payment
therefore, affidavits-from Contractor and each of its Subcontractors, stating that each has
fully complied with the provisions and requirements of the Missouri Prevailing Wage Law.
City shall not make• final payment until the afFdevits, in proper form and order, from
Contractor and each of Its Subcontractors, are filed by Contractor.
12.Contractor shall forfeit as a statutory penalty to the City one hundred dollars ($100.00) for
each worker employed, for each calendar day, or portion thereof, such worker is paid less
than the prevailing hourly rates for any work done under this Contract, by Contractor or by
any of Contractor's Subcontractors. If Contractor or any of its Subcontractors have violated
any section(s)of 290.210 to 290.340, RSMo, In the course of the execution of the Contract,
City shall when making payments to the Contractor becoming due under this Contract,
withhold and retain therefrom all sums and amounts due and owing as a result of any
violation of sections 290.210 to 290.340; RSMo.
B. Prevailing Wage Damages. Contractor acknowledges and agrees that, based on the
experience of City, violations of the Missouri Prevailing Wage Act, whether by Contractor or its
Subcontractors, commonly result in additional costs to City. Contractor agrees that additional
costs to City for any particular violation are difficult to establish and include but are not limited
to: costs of construction delays, additional work for City, additional Interest expenses,
investigations, and the cost of establishing and maintaining a special division working under the
City Manager to monitor prevailing wage compliance.
1. In the event of the fallure by Contractor or any of Its Subcontractors to pay wages as
provided In the Missouri Prevailing Wage Act, City shall be entitled to deduct from the
Contract Price, and shall retain as liquidated damages, one hundred dollars ($100.00) per
day, per worker who is paid less than the prevailing hourly rate of wages,to approximate the
additional costs. The sum shall be deducted, paid or owed whether or not the Contract
Times have expired.
2. City shall give written notice to Contractor setting forth the workers who have been
underpaid, the amount of the statutory penalty and the amount of the liquidated damages as
provided for in this Subparagraph. Contractor shall have fourteen (14) calendar days to
respond, which time may be extended by City upon written request. If Contractor fails to
respond within the specified time, the City's original notice shall be deemed final. If
Contractor responds to City's notice, City will furnish Contractor a final decision in writing
within five (5)days of completing any investigation.
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C. Excessive Unemployment.
1. Resident Laborers" means laborers who have been residents of the State of Missouri for at
least thirty days and who intend to remain Missouri residents, and residents of Nonrestrictive
States.
2. "Nonrestrictive States means states identified by the Missouri Department of Labor and
Industrial Relations Division of Labor Standards that have not enacted state laws restricting
Missouri laborers from working on public works projects. A list of Nonrestrictive States can
be found on the Division web site at httD:Nwww.dolir.mo.gov/ls/index,_htm.
3. A period of Excessive Unemployment is declared when the Missouri Department of Labor
and Industrial Relations Division of Labor Standards provides notice of such declaration.
When in effect, notice will be provided on the Division web site at
http:/hNww.dolir.mo.cov/ls/index.htm. It is Contractor's obligation to determine whether a
period of Excessive Unemployment is in effect when this Contract Is let.
4. Contractor agrees to follow the provisions of Section 290.560 - 290.575 RSMo and agrees
that If a period of Excessive Unemployment has been declared at any point during the term
of this Contract, It will employ and require all Subcontractors of whatever tier to employ only
Resident Laborers for the Work to be performed under this Contract. Provided, however,
Contractor may use laborers who are not Resident Laborers when Resident Laborers are
not available or are incapable of performing the particular type:of work,involved if Contractor
so certifies in writing to City and City issues a written approval.This provision does not apply
to regularly employed nonresident executive, supervisory or technical employees.
Sec. 42. Workforce. If Contractor is required to pay prevailing wages for the work.perforrhed pursuant to
this Contract, Contractor agrees to comply with all requirements of City's Construction Employment
Program as enacted in City's Code, Sections 3-501 through 3-525 and as hereinafter amended.
Contractor shall meet or exceed the construction employment goals unless the some shall have been
waived in the manner provided by law. Contractor's compliance with this provision is a material part of this
Contract.
Contractor shall comply with City's Workforce Program Reporting System requirements. Contractor shall
use City's Internet web based Workforce Program Reporting System provided by'City and protocols
Included in that software during the term of this Contract. Contractor shall maintain user applications to
City's provided system for all applicable personnel and shall require subcontractors to maintain
applications.
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CONTRACTOR
I hereby certify that I have the authority to execute
this document on behalf of CONTRACTOR.
Cp Graybar Electric Company, Inc.
BMWAI-
r
T' e: °0FU°46Syp, sales
Date: 11/30/2017
APPROVED ORM
Assistant Cl tto ey
KANSAS MIS
By:
Title: Qar '--
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AMENDMENT NO. 1 to STANDARD CITY CONTRACT
MASTER CONTRACT FOR PRODUCTS AND SERVICES - THE CITY OF KANSAS CITY, MISSOURI
CONTRACT NO.: EV2370.1
TITLE/DESCRIPTION: Electrical, Lighting, Data Communications and Security Products and Related
Products, Services and Solutions
THIS Amendment No. 1 to Contract is between KANSAS CITY, MISSOURI, a constitutionally chartered
municipal corporation ("CITY"), and GRAYBAR ELECTRIC COMPANY, INC. ("CONTRACTOR")
WHEREAS, the City and the Contractor are parties to that certain Master Contract for Products and Services
(No, EV2370), dated February 1, 2018 (the "Original Agreement"), pursuant to which Contractor agreed to
sell, and the City agreed to buy, certain products and services on the terms and conditions set forth therein;
WHEREAS, the parties mutually believe it is equitable, desirable and appropriate to amend the Original
Agreement to more clearly address expected increases in Contractor's costs that were not anticpated and
are and will not be reflected in the scheduled product price set forth in the Original Agreement; and
WHEREAS, the parties mutually desire to amend the Agreement upon the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Amendment,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
1. A new Section 38A is hereby inserted in the Original Agreement, as follows:
Sec. 38A. Other Charges. The contract price for Products shall be increased by the amount of any
applicable tariff, excise, fee, assessment, levy, charge or duty of any kind whatsoever, imposed assessed or
collected by any governmental body, whether or not reflected in the Product price charged to
CONTRACTOR, and CONTRACTOR may increase its cost for Products appropriately to take into account
such increases in CONTRACTOR'S Product costs.
2. Except as amended hereby, the Original Agreement and all of its terms shall remain in full force and
effect.
AMENDMENT NO 1. TO MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 1 of 2
Page 34 of 40
DocuSign Envelope ID:4EA9381 F-36FD-451 F-A419-7A512A984B73
CONTRACTOR
I hereby certify that I have the authority to execute
this document on behalf of CONTRACTOR.
Contractor: Graybar
ocu Ignea IT
By:
Bill Hoyt
Title: yP - strategic A dit' ,5F9578470..
Date: 6/17/2019
APPROVED AS TO FORM
DocuSigned by:
Ass istan 4,,,Aa#&r ah (Date)
DocuSigned by:
KANSAS CITY, MISSOURI [� oj&� 96W
By: 4EF24E34AB...
Title: Manager of Procurement services
Date: 6/17/2019
AMENDMENT NO 1. TO MASTER CONTRACT FOR PRODUCTS AND SERVICES Page 2 of 2
Page 35 of 40
OMNIA
P A R T N E R S
NAT PA ` us.rnOMNI.umTzes
ELECTRICAL, LIGHTING, DATA COMMUNICATIONS AND SECURITY PRODUCTS
AND RELATED PRODUCTS, SERVICES AND SOLUTIONS
Executive Summary
Lead Agency: City of Kansas City, Missouri Solicitation: RFP365
RFP Issued: September 6, 2017 Pre-Proposal Date: September 20, 2017
Response Due Date: October 6, 2017 Proposals Received:#3
Awarded to:Graybar Electric Company, Inc. contract#EV2370
The City of Kansas City, Missouri Procurement Services Division issued RFP#EV2370 on September 6, 2017,to
establish a national cooperative contract for Electrical, Lighting, Data Communications and Security Products
and Related Products, Services and Solutions.
The solicitation included cooperative purchasing in Section 1. Master Agreement:
The City of Kansas City, MO (herein "Lead Public Agency') on behalf of itself and all states, local governments,
school districts, and higher education institutions in the United States of America, and other government
agencies and nonprofit organizations(herein "Participating Public Agencies')is soliciting proposals from
qualified suppliers to enter into a Master Agreement for a complete line of Electrical, Lighting, Data
Communications, and Security Products and Related Products,Services and Solutions (herein "Products and
Services").
And Section 3. U.S. Communities:
U.S. Communities Government Purchasing Alliance(herein "U.S. Communities")assists Participating Public
Agencies to reduce the cost of purchased goods through strategic sourcing that combines the volumes and the
purchasing power of public agencies nationwide. This is accomplished through an award of competitively
solicited contracts for high quality products and services by large and well recognized public agencies(herein
"Lead Public Agencies"). The contracts provide for use by not only the respective Lead Public Agency, but also by
other Participating Public Agencies.
Notice of the solicitation was sent to potential offerors, as well as advertised in the following:
• Seattle.gov—The Buy Line Blog • City of Kansas City, Missouri
• Daily Journal of Commerce, OR • Merx.com
• The Advocate, LA • The New York State Contract Reporter
• The Honolulu Star, HI • Washington Electronic Business Solution
• DEMANDSTAR, ONVIA • U.S. Communities -Website
Page 1 of 2
Page 36 of 40
On October 6, 2017 proposals were received from the following offerors:
• Graybar Electric Company, Inc.
• HB (Delivering Systems LLC/DBA High Biometrics)
• supplyFORCE
Upon evaluation, the committee elected to award to the most responsive proposal Graybar Electric Company,
Inc. for electrical, lighting, data communications and security products and related products, services and
solutions.
Contract includes:
Graybar offers a robust selection of products in electrical and lighting, data communication and security,
hardware, and services. Solution benefits include:
• Comprehensive Products, Services, & Solutions
• Next day service is free of charge for materials stocked in the branch and within the standard service
area
• Volume Incentive
Term:
Contract period from February 1, 2018 through January 31, 2023 with the option to renew to for up to
three (3) additional two (2)year terms through January 31, 2029.
Pricing/Discount: Discounts are based on Graybar List Price or Cost in effect at the time of order. Visit Graybar
landing page Graybar Online Store for more details.
OMNIA Partners, Public Sector Landing Pages: https://www.omniapartners.com/publicsector/contracts/supplier-
contracts/graybar
Page 2 of 2
Page 37 of 40
Exhibit D—Conflict of Interest Questionnaire
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or
seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity
(i.e. The City of Fort Worth) must disclose in the Questionnaire Forms CIQ ("Questionnaire") the person's
affiliation or business relationship that might cause a conflict of interest with the local governmental entity.
By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after
the date the person begins contract discussions or negotiations with the City, or submits an application or
response to a request for proposals or bids, correspondence, or another writing related to potential
agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaires Form CIQ is enclosed with submittal documents. The form is also available
at https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf
If you have any questions about compliance, please consult your own legal counsel. Compliance is the
individual responsibility of each person or agent of a person who is subject to the filing requirement. An
offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have
with the City, state Vendor name in the # 1, use N/A in each of the areas on the form. However, a
signature is required in the #7 box in all cases.
Page 38 of 40
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code,by a vendor who Dace Received
has a business relalionship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An
offense under this section is a misdemeanor.
11 Name of vendor who has a business relationship with local governmental entity.
G2k-�at- E-GCG�f C
2
Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
Name of Officer
4J Describe each employment or other business relationship with the local government officer,or a family member of the
officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIQ as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes F1 No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
El Yes No
5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director,or holds an
owne/rs�hip interest of one percent or more.
6
ElCheck this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
flit Glrr�t 7-- 7--
Sign o vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission Page 39 of 40 www.ethics.state.tx,us Revised 1I112021
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.Iegis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code§176.003(a)(2)(A)and(B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than$100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code§ 176.006(a)and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any
gift described by Section 176.003(a-1);or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application,response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity;or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer,described by Subsection(a);
(B) that the vendor has given one or more gifts described by Subsection (a);or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission Page 40 of 40 www.ethics.state.tx.us Revised 1/1/2021