HomeMy WebLinkAboutContract 55887CSC N o. 55887
FoRT Wa�TH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Fastenal
Company ("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:
L This Cooperative Purchase Agreement;
2. Exhibit A— Seller's Quote, Scope of Services or Purchase Order;
3. Exhibit B— TXMAS Cooperative Agreement, No. TXMAS-I8-S 1 V07
Exhibits A and B 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 A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto.
City shall pay Vendor in accordance with the fee schedule in Exhibit A 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 Two Hundred Thousand Dollars ($200,000). 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 be for one year beginning on June 29, 2021 and ending on June
30, 2022. City shall be able to renew this agreement for two (2) one-year renewal options by written
agreement of the parties.
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:
�FFICIAL RECORD
CITY SECRETARY
FT. VIlORTH, TX
To CITY:
City of Fort Worth
Attn: Jesus Chapa, Deputy City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office
at same address
To VENDOR:
Fastenal Company
Attn: Kevin Fitzgerald, VP of Government
Sales
2001 Theurer Blvd
Winona, MN 55987
Facsimile: N/A
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:
T�S. U�-
BV: JesusJ.Chapa(Jun2,202108:46CDT1
J
Name: Jesus Chapa
Title: Deputy City Manager
Date: J u n 23, 2021
APPROVAL RECOMMENDED:
�—
B�7; Reginald Zeno (Jun 22, 20211637 CDT)
Name: Reginald Zeno
Title: Chief Financial Services Officer
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Name: Mary Kayser
Title: City Secretary
VENDOR:
Fastenal Company
By: ,
Name: Kevin itzgerald
Title: VP of Government Sales
Date: �, — � � — a � -�`\
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
�C�r% 7'rr��e�
B�1; Elida Torres (Jun 22, 202116:32 CDT)
Name: Elida Torres
Title: Management Analyst I
Financial Management Services
APPROVED AS TO FORM AND LEGALITY:
� (�..,,._—
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 20-0352
�FFICIAL RECORD
CITY SECRETARY
FT. VIlORTH, TX
RFP DASPS-2183-17 - (MRO), Industrial Supplies
Exhibit A
Attachment D
COST PROPOSAL and MARKET BASKET COST PROPOSAL
Offeror must submit cost, prices and rates as required by Attachment D-1, Cost Spread
sheets. Prices and rates shall include all anticipated charges, including but not limited to,
freight and delivery, cost of materials and product, travel expenses, transaction fees,
overhead, profits, and other costs or expenses incidental to the Contractor's performance.
In addition, Offeror shall complete and submit the below discount information:
Percentage off list per category
Company Name Fastenal Company
Please provide the percentage off of list pricing for any of the categories Offeror proposes in
the table below. The proposed discount percentage must not exceed 4 digits to the right of
the decimal point (i.e.10.3729% is acceptable while 10.37292% is not).
Category Discount
1. Janitorial Equipment & Supplies (does not include Sanitation Cleaning Chemicals) 30%
2. Sanitation Cleaning Chemicals & Supplies (does not include Janitorial Equipment & Supplies 25%
3. Fasteners 570�0
4. Material Handling 25%
5. Plumbing 30%
6. Power Source 30%
7. Outdoor Garden 25%
8. Lamps & Lighting and Ballasts 30%
9.HVAC 30%
10. Hand Tools 250�0
11. Power Tools (excluding automotive related tools and products) 250�0
12. Electrical 30%
13. Paint 250�0
14. Security 30%
15. Safety (does not include any public safety equipment) 3�%
Note: This Price Schedule must be submitted together with Attachment D-1 (Market Basket
Pricing Schedule) to the State as a separate, sealed package and clearly marked: "Pricing
Proposal in Response to RFP No. DASPS-2183-17" per the Submittal Instructions.
The Offerors Percentage off list discount will not be reduced throughout the life of the Master
Agreement except, Offeror can however provide a higher percentage off list discount by
providing the Lead State a thirty (30) day notice and Lead State approving the discount.
Page 77 of 109
E�ibit B
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NASPO ValuePoint Master Agreement #8497
for
Facilities Maintenance and Repair & Operations (MRO) and
Indust�'ial Supplies
This NASPO ValuePoint Master Agreement {"Master Agreement"} is between �he Staie nf
Oregan, acting by and through �he Department of Administrative Services, Enterprise
Goads and Seruices, Procuremertt Services ("DAS PS"), as fhe �ead State, or� behalf of the
member states of the NA5P0 ValuePoint Cooperati�e Purchasing Program and other
Partieipating Entities and Fastenal Company (°Contractor"). This Masier Agreement is
effecti�e on the date that it has been signed by the parkies and has been appraved as
required by applicable law ("Effecti�e Date").
1. Master Agreement 4rder of Precedence
a. Any Order plac�d under #f�is Master Agreement shall consist of the following documents:
('i) A Participating Enfity's Pa�tieipating Addendum ("PA"), substantially in the form
attached hereto as Exhibit A;
{2) NASPC} ValuePoint Master Agreemertt and its exhibits;
Terms and cor�ditions of �he Master Agreement, then its exhibits, to be
interpreted in the foflowing order:
• Exhi�it C- Provisions Required by F�deral I�aw
• Exhibit B- Descripfion of Products, Price, and Services
• Exhibit B-1 - Vending Machine Offerings
• Exhibit B-2 - Percen�age Qff Discaunts
• Exhibit E- Con�ractor Branch Listings
• eMarket Genter Addendum
« Exhibi# D- NASPO ValuePaint Detailed Sales Data Report Form
• Exhibit A- Sample Participating Addendum
• Exhibi# F- Green Policy Statement
• Exhibit G - Recycli�g Programs
(3) A Purchase Order issued against the Master Agreement;
(4) Any terms and conditions provided electrorticalfy or online or as part of Product
materials or descriptions or guidelines, and
NASPO ValuePoint Mast�rAgreemenf
(5) Any Contractor's online or third party �erms and conditions.
b. These documents shaEl be read ta be consistent and complementary. Any conflict among
these documents shail be reso[ved by giving priority �o these dacuments in the order fist�d
above.
2. Definitions
Accep�ance m�ans a written notice from a Purcf�asing Entity to Contractor ad�ising
Confractor fhat the Prodtact has passed its Acceptance T�sti�g. Acceptance of a Product for
which accep#ance testing is nat required sha[I occur followEng the completion of de[i�ery,
[nstallat�on, if required, and a reasonable fime for inspection of the Product, unless the
Purchasing Entity pro�ides a written na�ice of rejection ta Contractor.
Acceptance Testing means the process for ascertaining thaf the Product me�ts the
standards se� forth in the sec�ion titled Standard of Performance anc[ Acceptance, �rior to
Acceptance by �h� Purchasing Entity.
Contracf ineans any Order ar Purchase Order or ather agre�d upon ardering instrument
issued by a Purchasing Entity under this Master Agreement, togeih�r with the terms and
conditians af this Master Agreem�nt.
Contractor means the person or entity delivering Praducts or performing services und�r ihe
terms and conditians set forth in this Master Agr��ment.
Embedded Software means one or more software applicatians which permanently reside
an a computing de�ice.
Environmentally PreferabCe Produc� means produefs and services that ha�e a lesser or
reduced effect on human health and the en�ironmenf when compar�d ta competing
products ar services thaf serve the same purpose.
lntellectual Prope�ty means any and a[l patents, copyrigh#s, service marks, trademarks,
trade secrets, trade names, patentable inventions, or other similar proprietary rights, in
�angible or intangible form, and all rights, t�tle, and in�erest ther�in.
�ead State means the State centrally administering any resulfing Master Agreement(s}.
Master Agreement means the underlying agr��ment executed by and befinreen the Leati
State, acting on b�half af �he members ofi the NASPO ValuePoint Cooperati�e Purchasing
Program, and the Cor�tractor, as now or hereafter amended.
NASPO ValuePoint is the NASPO Coopera�ive Purchasing Organizatian LLC, doing
bus�ness as NASPO ValuePoint, a 501(c)(3) iimited liabi[ity company �hat is a subsidiary
organizatian the National Association of Stat� Pracurement Officials (NASPD), the sole
member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of tf�e NASPO
cooperafii�e group contrac��ng consortium of state chief pracurement officiais fior the �ene�it
of state departments, �nstitutions, agencies, and palifical subtf[vis[ons and ather eligible
entities (i.e., co[leges, school dis�ricfs, counties, cities, some non�rofit organizations, etc.)
NASPO ValuePointMasterAgreement 2
far al[ states, the District of Columbia, and territaries of the United States. NASPO
VafuePoint is identi�ed in the Master Agreement as the recipient of reports and may
perform contract administraiion functions relating to collecting and receiving reports as well
as other contract adminisiration fiunctions as assigned by the Lead Siate.
Order ar Purchase Order mear�s any purchase order, safes order, contract ar other
document t�sed by a Purchasing Entity to order the Products.
Pa�ticipating Addendum means a bilateral agreement executed by a Confractor and a
Participating Entity incorparating t�is Master Agreement and ar�y other additional
Participating Entity specific language or other requirements, e.g. ordering procedures
specific to fhe Participafing Enfity, other terms and conditions.
Participaiing Entity means a state, or other fegal entity, properiy authorized #o enter inta a
Participatir�g Addendum.
ParEicipa#ing State means a state, the D�strict of Columbia, or one of the terr�tories of the
United States that is listed in the Request for Proposal as intending to par�icipate. Upon
execution of �he Participating Addendum, a Participating State becomes a Participating
Entity; hawe�er, a Participating State listed in tt�e Request for Proposafs is nai re�uir�d to
later participafe in the Master Agreement
Product means any equipmeni, software {including embedded software), suppfies,
maferiafs, commodities, goods, dacumentation or other de[iverable supplied, offered, ar
created by the Contracfar pursuant io this Master Agreemenf as described on Exhibits B
and B-1. The �erm Producfs, supplies, and products are used interchangeably in this Master
Agreement.
P�archasing Entity or Customer means a stafe {as wefi as the Disfrict of Columbia and
U.S territories), city, county, district, other politica! subdivisiar� of a State, and a nanprofit
organization unde�' the laws of some states if authorized by a Participatir�g Add�r�dum, w�o
issues a Purchase Order against the Master Agreement and becomes financially committed
fo the purchase. �
Serrrices means insta[lation and additiona! services as defined in ihe Masfer Agreement.
3, Term of the Master Agreement; Non-exclusivi�y
a. The initial term of this Master Agreement is for one (� year. This Masfer Agreement may
be extended beyond the original contract period for four (� additiona! years at the Lead
State's discretion and by mutual agreement artd upon re�iew of requirements of
Participating Entities, current market conditions, and Contractor perFormance.
b. This Master Agreement is not excl�sive. Purchasing Er�iities retain the right to cor�tract
far Products or Services or �oth through ar�y selection process authorized by law, or fo
perForm the Services themsel�es. Neither NASPO ValuePoint nor the �.ead State
guarar�tees that any specific number of Contracts will be issued or that any specific amount
af Products or Services wi[I be required.
NASPO ValuePoirrfMasierAgreemenf 3
4. Amendments
The terms of this Master Agreement sha�l not be wai�ed, altered, moclified, supplemenfied
or amend�d in any manner whatsoe��r without prior written approval of the Lead State and
Confiractar.
5. Participants and Scope
a, Contractor may not deliver Prod�cts and Services under this Master Agreement unti[ a
Participating Add�ndum, in a form substantially similar to Exhibit A attach�d hereto and
acceptable to fhe Participafing Entity and Contractor is executed. The NASPO ValuePoint
Master Agreement Terms anc� Conditions are applicable to any Order by a Pa�ticipa�ing
Er��ity (and other P�rc�asing Entities covered by #heir Pariic[pating Addendum), except to
the extent altered, modified, supplemented or amended by a Participating Addendum. By
way af illustration and not limitation, �his autharity may apply ta unique deli�ery and
invoicing r�quirements, canfidentiality r�quirements, defaults on Ord�rs, gaverning law anc{
venue relating ta Orders by a Pa�ticipating Entity, indemnification, and insurance
reqUiremen�s. Statutory or consti�utiana[ requiremen�s relating to a�ailabil�ty of funds may
require specifiic [anguage in some Participating Add�nda in order to comply with app[icable
law. The expecfiation is that these alterations, modifications, supplemenfs, or amenc�menis
w�ll be addressed '[n the Participating Acidendum or, with the consen� of the Purchasing
Entity and Contractor, may be included in the ardering dacument (e.g. purchase order or
contract) used by the Purchasing Entify to place the Order.
b. Use of specific NASPO ValuePoin� cooperati�e Master Agreemenfs by state agencies,
political subdi�isions and o#her Participating Enti�ies {including cooperati�es) autharized by
indiv�ci�aal state's statutes to use state coniracts are subjec� to fhe appro�ai of the respectiue
Sfate Chief Procurement Official. Issues of inferpretation and e[igibility for participation ar�
salely wi�hin the authority of th� respecti�e State Chief Procurement Official.
c. Obliga�ions under this Master Agreement are limited to those Participafing Ent�ties wha
ha�e signed a Participating Addendum and Purchasing Entities within the scope af those
Parkicipating Addenda. States ar otl�er enti�ies permitted ta participate may use an informal
com�eti#i�e pracess to determine which Master Agreem�n�s to part�cipate in through
execution of a Participa�ing Addend�am. Financial obligations of Par�icipating Entities who
are states are fimited to the orders placed by ff�e departments ar other sta�e agencies and
institufiions having available funds. Participating Entities who are sfates incur na financiaf
obligations on behaif af ather Purchasing Entiti�s. Cantractor shal[ email a fully �xecuted
PDF copy af each Participating Adder�dum to PA@naspa�aluepoint.org to support
documentation of participation and pos�ing in appropriate data bases.
d. NASPO Cooperative Purchasing Organization LLC, daing business as NASPO
ValuePoint, is not a party to the Mas�er Agr�emenf. !t is a nonprafi� caoperatiue purchasing
organization assisting s�afes in administering the NASPO cooperative purchasing program
far state government d�partments, institutions, agencies and political subdivisions {e.g.,
calleges, school districts, counties, cities, etc.) for all 50 states, the Distriet of Co[umbia and
th� territar[es of the United Stat�s.
e. Participating Addenda shall not be construed to amene{ the following �rovisians in this
NASPO ValuePoint MasterAgreemenf 4
Master Agreement beiween #he Lead State and COfI#I"�GtAC that prescribe NASPO
ValuePoint Program requirements: Term of the Master Agreement; Amendments;
Participar�ts and Scope; Administrati�e Fee; NASPO ValuePoint Summary and Detailed
Usage Reports; NASPO ValuePoint Caoperati�e Program Marketing and PerFormance
Re�iew; NASPQ ValuePoint eMarketCen#er; Right to Pubfish; Price and Rate Guarantee
Period; and lndivid�al Customers. Any such language shall be void and of no effect.
f. Participating Entities who are no� states may under some circumstances sign their own
Participat[ng Addendum, subject to the cansent to participation by the Chief Procurement
Official of the staie where the Pat�icipating Entity is located. Coordinate requests for such
participafiion through NASPO Valu�Point. Any permission to part[cipate through execution
of a Participating Addendum is not a determination that procurem�nt authority exists in the
Participating Entity; they must ensure that they ha�e ��e requisite procurement authority to
execute a Participating Addendum.
g. Resale. "Resale" means any payment in exchange for transfer of tangibie gaods,
software, or assignmenf of the righf to services. Subjec� to any specific con�itions included
ir� the solici#ation or Contractor's proposal as accepted by the Leacf Stafie, or as explicitly
permitted in a Participating Addendum, Purchasing Entiiies may not resell Procfucts (the
d�finitior� of which includes services that are deliverab[es). Absent any such condition or
explicifi permission, this limitation do�s not prohibit: payments by employees of a
Purchasing Entity for Products; safes of Producfs to the g�neral public as surplus praperty;
and fees associated with in�entory transactions with other govemmental or nonprofit
entities and consister�t with a Purchasing Entify's laws and regulations. Any sale or transfer
permitted by this subsection must be cansistent with license rights granted for use of
intellectual property.
6. Adm i r� istrative Fees
a. The Co�tractar shall pay to NASPO ValuePoint, ar i�s assignee, a NASPO ValuePoint
Administrative Fee of one-c{uar�er of one percer�t {0,25% or 0.0025) no later than sixiy (60)
days following the end of each calendar quarter. The NASPO Valu�Point Administrati�e
Fee shall be submitted quarterly and is based on afl sales of products ar�d services under
the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint
Administrative Fee is not negofiable. T�is fee is to be included as park of the pricing
submittec� with pro�osa[.
b. Addifiartally, some states may require an addifional fee be paid directly to fhe state only
on purchases mad� by Purchasirtg Entities wi�hin that sta#e. For aEl such requests, the fee
level, payment mefhod and schedule for sucl� reports and �ayments will be incprparated
into the Participating Addendum thaf is made a part of the Master Agreement. The
Contractor may adjust the Master Agreement pricing accardingly for purchases made by
Purchasing Entities within the j�risdiction of the state. All such agreements shall not affect
the NA5P0 ValuePaint At�ministrative Fee percentage or fhe prices paid by the Purchasing
Entities outside t�e jurisdiction of the state r`equesting the additionai fee. The NASPO
ValuePoint Administrative Fee ir� subsection 6a shall be bas�d or� the gross amaunt af afl
sales {less any charges for taxes or shipping) at the adjusted prices {if any} in Participating
Addenda.
NASPO ValucPoinf MasterAgreement 5
7, NASPO ValuePoint Summary and I]etailed Usage Reports
fn addition to ather reports tf�at may be req�aired by this solicitation, the Contractor shall
pro�ide the following NASPO ValuePom� reparts:
a. Summary Sales Data. The Cantractar shall sui�mit quar#erly sales reports direct(y to
NASPO ValuePoinf using the NASPO ValuePoint Quarterly SaI�slAdministratiue Fee
Reporting Too1 found at http: //caIcuIa�or,nas�o�r,alue�oint.org. Anylall saies made under this
Master Agreemen� shall be reported as cumulafive tatals by state. Even if Contractor
experiences zero safes during a calendar quarter, a r�part is still required. Reporks shaEl be
due no later than thirty (30} days follawing the end of the cal�ndar quarter (as specified in
the reporting tool),
b. Detai[�d Sal�s Data. Cantractar shall also report detailed sales data by; ('i) state; (2)
entitylcustomer type, e.g. local go�ernment, higher education, K12, nonTprof�t; (3)
Purchasing Entiiy name; (4) Purchasing Entity bill-to and ship-to focations; (4) Purchasing
Entity and Contractor Purchase Order identifierinumber(s), (5} Purchase Order Type {e,g.
safes order, credit, return, upgracfe, determined by industry pracfices); (6} Purchase Order
date; (7) Ship Date; (8) and [ine item description, including praduct n�amber if used. The
repart shall be submitted in any form required by fihe solicitation. Reports are due an a
quart�riy bas[s and must be recei�ed by the Lead State ancf NASPO ValuePoint
Cooperati�e D�ve[opmen� Team no [ater than thirty (30) days after the end of the reparting
period. Reports shalf be d�livered to the Lead State and to �he NASPO Va[�ePaint
Cooperafi�e De��lopment Team electro�ically through a designated por�al, emai[, CD-
ROM, flash dri�e or other method as ciet�rmin�d by the Lead State and NASPO ValuePoint.
Detailed sales data reports shall include safes informatEon far all sales under Participating
Addenda executed under this Masfier Agreement. The format for th� detailed sales da#a
report is in shown in Exhi�it D.
c. Reportable sales for the summary sales data report ane[ detailed sales da�a report
includes sales to emplayees for personal use where authorized by the solicitation and the
Participating Addendum. R�port data for employees should be limited to ONLY the staie
anc[ entity they are participatinc� und�� th� author[�y of (state and a__qency, cit�, county�
school district, etc.) and the amount af sales. No p�rsonal identification numbers, e.g.
names, addresses, social security numbers or any o�her numerical identifier, may be
submitted with any report.
d. Canfractor shal! provide the NASPO ValuePoint Caoperati�e De�elopment Coordinator
with an executive summary each quarter that includes, at a minimum, a fist af stafes with an
acti�e Participating Addendum, states that Contractor is in nego#ia�ions with and any
Participating Addendum roll out or implementation activities and issu�s. NASPO ValuePaint
Caoperafive De�elopment Coorefinator and Confiracfior will determine the format ar�d cont�nt
of the exectafi�e summary. The executi�e summary is due thirty (30) days after the
conclusion of each calendar quarker.
e. Timely submission af these reports is a material requirement of ihe Master Agreement.
The recipient ofi the repor�s shall have �xclusiv� ownersh[p af the media containing the
reports. T�e Lead Siate and NASPO ValuePoint shall ha�e a p�rpetuaf, irrevaca�le, non-
NASPO ValuePoint MasferAgreement 6
exclusi�e, royalty free, trar�sferable right �o disp[ay, modify, copy, and otherwise use
reports, data and informafion pro�ided under this sectior�.
8, NASPO ValuePoint Coopera#i�e Program Marketing, Training, and
Performar�ce Review
a. Con�rac�or agrees ta wark cooperati�ely with NASPO ValuePoint personnel. Contractor
agrees to present plans to NASPO ValuePoin# for the education of Ca�tractar's cantract
administrator(s} and saleslmarketing workforce regarding the Master Agreement contrac#,
inc[uding ihe compet�ti�e nature of NA5P0 ValuePoint procurements, the Master
agr�ement and �arkicipating addendum process, and the manner in which qualifying entifies
can participate in the Master Agreemenf.
b. Contractor agrees, as Partici�ating Addendums become execufed, if requested by
ValuePoint personnel to pro�ide p[ans to launch the program wit�in the participating state.
P[ans wifl incfude t[me frames to faunch the agreement and confirmation that #he
Contractor's website has been updated to properly reflect #he corttract nfFer as availabfe in
fhe partici�ating stafie.
c. Confracfar' agrees, absent anything fo fhe contrary ou#lined in a Par�icipating Addendum,
to consider customer praposed terms and conditions, as deemed important to the customer,
for possible incfusian in�a the custamer agreement. Cor�tractor will er�sure that its sales
force is aware of this cor�tracting aptian.
d. Contractor agre�s to participate in an annual contract p�rformance reuiew at a loca�ian
selecfed by the Lead State and NASPO ValuePoini, which may include a discussion of
marketing acfion plans, target stra�egies, marketing materials, as well as Contractor
reporfing and timeliness of payment of administrafian fees.
e. Contractor acknowledges t�at the NASPO ValuePoint logas may not be used by
Contractor in sales and markefing until a logo �ase agreem�nt is ex�cuted with NASPO
ValuePoint.
f. The Lead State expects ta evaluate the utilization of the Master Agreement at ti�e annual
perFormance re�iew. Lead State may, in its discretion, cancel �he Master Agreement
pursuant fo section 28, or not exercise an option to renew, when Contractor utilization does
not warrant fur�her administrafiion of the Master Agreement. The Lead State may exercise
its righ# to not renew �i�e Master Agreement if Contractor fai[s ta record or repart re�enue for
three consecuti�e quarters, upon 60-calendar day written notice to the Contractor.
Cancellation base� on nonuse or under-utilizafio� will not accur saaner than two years after
award {ar executian ifi later) of the Master Agreement. This subsection does r�ot limit the
discretianary right of eit�er the Lead Stafie or Contractor to cancel the Masier Agreemenf
pursuant to section 28 or io terminate for default pursuant to sec�ion 30.
g. Contractor agre�s, within 30 tiays nf the efFecti�e date, to notify the Lead Staie and
NASPO ValuePoint of any contractual most�favored-custamer prouisions in third-part
contracts or agreements that may affect the promotion of this Masfer Agreement or whose
terms provide for ad�ustments to future rates or pricing based on rates, pricing in, or Orders
NASPO ValuePoirrf Master Agreement 7
fram this master agreemenf, Upon request of the �.ead State or NASPO ValuePoir�f,
Contractar sha[l pro�ide a copy of any such provisions.
9. NASPO ValuePoint eMarket Center
a. In Ju[y 2011, NASPO ValuePoint enter�d into a multi-year agreement with SciQuest, Enc.
(doing business as JAGGAER) whereby JAGGAER will pro�ide certain electronic catalog
hosting and management services to enable eligibl� NASPO ValuePain#'s customers to
access a central online website to �iew andlor shop the goods and setvices available from
existing NASP4 ValuePoint Cooperati�e Contracts. The central online websit� is referred �a
as �he NASPO Val�ePo�nt eMarke� Center.
b. The Contractor wil! ha�e visibility in #he �Market Center through Ordering instructions.
These Ordering lnstructions are availabie at na CO5t tp the Contractor and provide
cusfamers information regarding �he Contractors websit� and arder[ng information. Tl�e
Contractar is required at a minimum fo participate in the eMarket C�nter through Ordering
Instructions.
c. At a minimum, the Contractor agrees to the fol[owing timeline: NASP� ValuePoint
eMarket Center Site Admin shal[ pro�ide a written request to the Contractor fo begin
Ordering lnsfruction pracess. The Contractor shall ha�e fhirty (30) days from receipt af
written request to work witl� NASPO ValuePo�nt to pro�ide any unique informat�on and
ord�ring instructians that the Contractor would fike the cusfomer to have.
d. If the solicitatian requires either a catalog hosted on or infegration of a punchaut site with
eMarket Center, or either solution is proposed by a Contractor and accepfed by th� �.ead
State, the provisions af the �Market Center Appendix to these NASPO ValuePoint Mast�r
Agreement Terms and Candifians ap�ly.
10. Right to Publish
Througho�at the duration of this Master Agreement, Contracfor must secure from th� Lead
State prior approval for the rel�ase af infarmafion that pertains to the patential work ar
activities covered by fihe Master Agreem�nt. This limitatian does not preclude pub[icatian
about the award of the Master Agreement or markei�ng activities cansistent witi� any
proposed and accepted mar[ceting plan. The Contrac#or shall not make arty representations of
NASPO Vafu�Paint's opinion or positian as to fihe quality or effectiveness of the services �hat
are the subject af this Master Agreement without prior written cansent. Fai{ure to adh�r� to
this requirement may r�sult in termination of the Master Agreemenfi far cause.
11. Price and Rate Gc�arantee Period
AIf prices and rat�s s�t forkh in Exhibits B and BT1 (and the on[ine catalog} must be
guaranteecE for the initial t�rm af the Master Agreement. Faflowing the initial Master
Agreement perio�, any request for price or rate adjusfinent must be for ar� equal guarantee
perioci, and musf be made at least 30 days prior ta �he effec�ive date. Requests for pr�ce or
rate adjustment musf include sufFicient documentation supparting the request. Any
adjustment r�r amendment to the Master Agreement shall not be �ff�c�i�e unless approved
by fhe Lead State. No retroacti�e adjustments #o prices or ra�es will be a[low�d.
Contractor shall apply th� appropriate discounts as set for�h on Exhibii B-2.
NASP� ValuePoint MasterAgreement 8
92. Indi�idual Cusfomers
Excepf to the extenf madified by a Par�icipating Addendum, each Purchasirtg Enfiky shal[
foliow the terms and conditions of the Master Agreement and applicable Participating
Addendum and will �a�e the same rights and responsibilifiies for their purchases as the
Lead State has in the Master Agreement, including but not limited to, any indemnity or right
ta recav�r any costs as such right is defined it� tYte Master Agreement and applicable
Participating Addendum far th�ir purchases. Each Purchasir�g Enfity wilf be responsible for
its own charges, fees, anc� liabilities. The Contractor will app[y the charges and in�oice each
Purchasing Entity indi�idually.
Administra�ion of Orders
'! 3. Ordering
a. Master Agreement order and purchase order numbers shall be clearly shown on all
acknowledgmer�ts, shipping labels, packing slips, in�aices, and on all correspondence.
b. Purchasing Entities may define entity or project-specific requirements ar�d informally
compete the requirement among companies ha�ing a Master Agreement on an "as needed°
�asis. This procedure may a[so be used when requirements are ag�regated or other firm
commitments may be matfe to achie�e reductions in pricing. This procedure may be
modified in Pa�ticipating Addenda and adapfed to the Purc�asing En�ity's rules and policies.
The Purchasing Entity may in its sole discrefion determine which Master Agreement
Contractors should be solici�ed for a quote. The Purehasing Entity may sefect fhe quote
that it considers most ad�antageous, cost and other factors considered.
c. Each Purchasing Entiiy wil! iderttify and ufilize its own ap�ropriate purchasing procedure
and dacumer�tation. Cor�tractor is expected to become familiar with ihe Purchasing Enfities`
rules, policies, and procedures regarding the ordering of supplies andlor services
contemplated by ihis Master Agreement.
d. Con#ractor shall nat b�gin wark withaut a valid Purchase Orcler or other appropriate
commifiment document under the law of the Purchasing Er�tity.
e. Orders may be pfaced consistent with the terms of this Master Agreement during ihe
term of the Master Agreement.
f. Ail Orders pursuant to �his Master Agreement, at a minimum, shaEl includ�:
(1} The Products, Serrrices or Suppiies being delivere�;
(2) The place and requesfed time of deli�ery;
(3) A bi[ling address;
(4) The name, phone number, and address of the Purchasing Entity representatiwe;
(5) The price per hour or other pricing elements consistent wi#h this Masfer
Agreement and the cor�tractor's praposal;
(6) A ceiling amount of the order for services being ordered; and
(7) The Master Agreement identifier.
NASPO ValuePoinf MasferAgreement 9
g. All communications concerning admin�stration af Urders plac�d sha[I be furnished solely
to the aufhorized purchasing agenf wifhin the Purchasing Entity's purchasing ofFice, or ta
such other indi�idual id�ntified in writing in the Order.
h. Orders must be placed pursuant to this Master Agreement prior to the termination date
thereof, �ut may ha�e a defi�ery da�e or performance period up to 120 days past fihe then-
c�arr�nt termination date of this Master Agreement. Cantractor is reminded that financial
obligations of Purchasing Entities payable after the curr�nt appficab[e fiscal year are
canfingent upon agency funds for that purpose being appropriated, budgeted, and
otherwise made available.
i. Natwithstanding the expirai�on, cancellatian or termination of this Master Agreement,
Confractor agrees to per�orm in accordanc� with the #erms of any Orders ihen outstanding
at the �ime of such expiration or termination. Contractor shall not honor any Orders placed
after th� �xpira�ion, cancellation or termination of this Master Agreement, or otherwise
inconsistent with its terms. Orders from any separate indefinite q�antity, task orders, or
other farm ofi indefinite deli�ery arder arrangement priced against this Masfer Agreement
may not be �laced afker the expiration or termination of this Master Agreement,
notwithstanding the t�rm af any such indefin�te de[ivery order agreement.
14. Shipp�ng and Defi�ery
a. The prices ar� the delivered price to any Purchasing Entity. AI[ deliu�ries shall be F.O.B.
destination, fr�ight pre-paid, with al[ transpartation and handling eharg�s paid by the
Contractor. Responsibi[ity and liability for loss ar damage shall remain the Coniractor's until
�inal inspection and acceptanc� when responsibility shall pass to the Purchasing Enfity
except as to latent defects, fraud and Contractor's warranty obligatians. The minimum
shipment amount, if any, wi[I be found in th� special terms and conditions. Any order for
I�ss than the specified amount is to be shipped with the freight prepaid and added as a
separat� item on the in�oice. Any portion of an Order to be shipped without transportation
charges that is back ordered shal[ be shipped without charge.
b. All deliveries will b� "Inside Deliveries" as designated by a repres�ntati�� of tf�e
Purc�asing Entity placing the �rd�r. [nside Delivery refers to a c{efi�ery to other than a
loading dock, front [obby, or reception ar�a. Specific delivery instructions will be noted on
th� order form or Purchase Order. Any damag� ta �he building interior, scratched walls,
damag� to tF�e freight elevator, etc., will be the responsibi[ity of the Contractor. If damage
does occur, it is the responsibility of the Contractar to immediately notify the Purchasing
Entity placing fhe �rder.
c. All products must be c[elivered in fh� mantafacturer's standard package. Costs shall
include ail packing and/or crating charges. Cases shali be af durabie construction, good
conditian, properly labeled and suiiable in e�ery resp�ct for starage and handling of
cantents. Each shi�ping carton shall be marked wiih ��e commodi�y, brand, quantity, item
coele n�mber and th� Purchasing Entity's Purchase Order number.
NASPO ValuePoint Master Agreemenf 10
15. Laws and Regulations
Any and a11 Producfs offered and furnished shal[ comply fu[ly with all applicabl� Federal and
Sfate laws and reg�lations, including the Federa� Terms and Conditions se� forth in Exhibit
C.
16. Inspection and Acceptance
a. Where the Master Agreement or an Order does not otherwise specify a process for
inspection and Acceptance, this sec�ion governs. This section is not intended ta limi� rights
and remedies under the applicable commercial code.
b. All Products are su�ject to inspection at reasonab[e times and places before Acceptance.
Contractor shall pro�ide right of access �o the Lead State, or to any other a�athorized agent
or officia! of �he Lead State or other Participating or Purchasing Entity, at r�asanable times,
in order to monEtar and eval�a#e per�ormance, compliance, andlor quality assurance
requirements ur�der this Master Agreement. Products that do not meet specificatior�s may
be rejected. Failure fo reject upon receipt, however, does not relie�e the contractor of
liaf�il�fy for materiai (nonconformity that substantial impairs �alue) latent or hidden defects
suf�sequently reveafed when goods are pui to use. Acceptance af such goods may be
revoked in accardance with the pro�isians of the applicab[e commercia! code, and the
Contractor is liable for any resul�ing expense incurred by the Purchasing Entity related to
the preparation anc! shipping of Product r�jected and refurned, or for which Acceptance is
revaked.
c, If a�y Services do not conform #o coniract requirements, the Purchasing Entity may
require tl�e Contractor to perform fhe services again in canformity with contracf
requiremer�ts, at no increase in Ord�r amount. When defects cannot be correcfed by re-
perFormance, ihe Purchasing Entity may require #he Confiractor to take r�ecessary actior� to
ensure #haf future performance conforms to contract requirements; and reduce the canfract
�rice to reflect the reduced �alue of services performed.
d. The warranty period shalf begin upan Acceptance.
e. Acceptance Testing may �e explicitiy set out ir� a Master Agreement to ensure
conformance to an expficit standard of performance. Acceptance Testing means the
process set forth in the Master Agreement far ascertaining that the Praduct meets the
standard of perFormance prior tp Accep�ance by the Purchasing Ent�ty. If Acceptance
Testing is prescribed, this subsection applies to applicable Prod�cts purchased under this
Master Agreement, including any additiona[, replacement, or substitute Product(s} and any
Product(s) which are modified by or with #he written appro�al of Contractor after Acceptance
by the Purchasing Entity. The Acceptar�ce Testing period shall be thirty (30) calendar days
or other time period identified in this Master Agreement or the Participafing Addendum,
starting from ihe day after the Product is deli��red or, if installed, the day after the Product
is install�d and Contracfor certi#ies thai the Producfi is ready for Acceptance Testing. If fhe
Product does nof ineet the standard of perFormance during the initial period af Acceptance
Tes�ing, Purchasing Entity may, at its discretion, continue Acceptance T�sting on a day-to-
day f�asis until the standard of perFarmance is me�. Upan rejection, the Contractor will ha�e
fifteer� {�5) calendar days ta cur� the standard of performance issue(s}. ff after the cure
NASPO ValuePornt Masf�r Agreem�nt 11
period, the ProcEuct sti[I has nat me� t�t� standard of perFormance, the Purchasing Entity
may, at its op�ion: {a) declare Cantractor to be in breach and terminate the Order; (b)
demand replacement Prod�ct from Contractor at no additianal cost to Purchasing Entity; or,
(c) cantinue the cure period for an additional tim� p�riod agreed upon by fhe Purchasing
Entity and the Contractor. Contracfor shall pay all costs related ta the preparation and
shipping of Praduct returned pursuan� to the seefiion. Na Product shall be deemed Accepted
and no charges shall be paid until the standard of perFormance is met. Th� warranty period
shall begin upon Acceptance.
17. Payment
Payment after Acceptance is normally made within 30 days following the date the entire
order is delivered or th� date a correct invoice is recei�ed, whiche�er is lafer. After 45 days
the Contractar may assess o�erdue accaunt charges the highest rate permitted by
applicable law per month on th� o�tsiancf[r�g balance, un[ess a differenfi [ate paym�nt
amaunf is specified in a Participating Ac�d�n�fum, Order, or otherwise prescribed by
applicabEe law. Payments will be remitted by mail. Payments may be made �ia a State or
pofitical subdivision "Purchasing Card" with no additional charg�.
18. Warranty
Warran�y provisions govern where specified elsewh�r� in the dacuments that constitute the
Master Agreement; otherwise this secfiion go�erns. Th� Contractar warrants for a period of
one year from ��te date of Acceptance t�at: (a) the Product performs accard`[ng �o all specific
claims that tl�e Contractor made in its response to the solicitation, (b) �h� Pr'odtac� is suitab[e
for the ordinary p�arposes for which such Product is used, (c} tl�e Product �s suitable far any
special purposes identifi�d in the salicitatian or for which the Purchasing Entity has r�li�d on
the Contractor's skill or judgment, (d) the Prod�ct is designed and manufactured in a
cammercia[ly reasonable manner, and (�) the Product is free of defects. Upar� breacl� af
��e warranty, the Contractor will repair or replace (at na charge to the Purchasing Entity) fhe
Product wl�ose nonconformance fs discavered and made known to the Contractor. !f the
repaired and/ar repiaced Praduct pro�es fio be inadequaf�, ar fails af its essential purpose,
the Contractor will refund the ful! amount of any payments that ha�e been made. If
Contractor is not the manufacturer of the �roduci Contractor shall pass �ttraugh all
manufacturer`s warranty to Purchasing Entity. The rights and remecfies of the parties under
this warranty are in ac[dition to any oih�r rights and remedies of the parties provided by law
or equi#y, including, withaut limitation, actual tiamages, anci, as applicable and awarded
und�r the law, ta a pre�ailing party, reasonable attorn�ys' fees and costs.
19. Title of P rod uct
Upan Acceptance by fhe Purchasing Entity, Can�rac�or shall canvey to Purchasing Enfiity
titl� to the Product free and clear afi al! liens, encumbrances, or ofher security interests.
Transfer of title ta the Product shall include an irre�acable and p�r�etual license ta use any
Embe�ided Software [n the Product. ]f Purchasing Entity subsequently transfers title of the
Product to anather �ntity, Purchasing Entity shall have fhe right to transfer th� license tn
�ase t�e Embedded Software witE� tl�e transfer of Product title. A subsequent transfer af this
software license sha[l be at na additional cost or charge to either Purchasing Entity or
Purchasing Entity's transferee.
NASPO ValuePaint MasterAgreemeni 12
24. Licens� ofi Pre-Existing Intellectual Property
Contractor granis to the Purchasing Entity a nanexclusiu�, perpetual, royalty-free,
irrevocabie, license to use, publish, translate, reproduce, transfer wi�h any sale of #angibfe
media or Producf, perform, display, and dispose of the Intellectual Property, and its
derivatives, used or delivered under this Master Agreement, but not created under it ("Pre-
existing Inte[lectual Property"). The Can�rac�or shall be responsible for ensuring that this
ficense is consistent wit� any third party rights in the Pre�existing Intellectual Pra�erty.
General Provisions
21. Insurance
a. Unless otherwise agreed in a Participating Addendum, Contractor sl�all, during the term
of this Master Agreernent, maintain in full force and effect, the insurance described in this
section. Contractor shall acquire such insurance from an insurar�ce carrier or carriers
licensed to conduct business in each Participating Enfity`s state and ha�ing a ratir�g of A,
Class VII or better, in the mos# recently publish�d eclition of A.M. Best's Insurance Reports.
Fail�re to buy and maintain the required insurance may result in this Mas�er Agreement`s
termination or, at a Participating Enfiity's option, resu[t ir� termination of its Participating
Addendum.
b. Coverage shall be writtert on an accurrence basis. The minimum acceptabie limits shall
be as indicated below:
(1) Commercial General Liability covering premises operations, independent
cor�tractors, products and completed operations, bfan[cef confiractua! liability,
personal injury (including death), advertising liability, ancf property damage, with a
limit of not less than $1 miilion per occurrencel$2 million genera{ aggregate;
(2) Contractor must eomply with any applicable Stafe Workers Comp�nsation or
Employers Liabifity Insurance requirements.
c. Contractor shall pay premiums on ali insurance palicies. Contractor shal! pro�ide notice
to a Participating Entity who is a sfate within fi�e (5) business days after Car�tractar is first
aware of expiraiion, cancellation or nanrenewal of such policy or is first aware ti�at
cancellation is fhrea#ened or expiration, nonre�ewal or expiration otherwise may occur.
d. Prior to commencement of perFormance, Contractor shall provide to the Lead State a
written endorsement to the Gontractar's general liabili#y ins�rance po[icy or other
dacumentary evidence acceptable to the Lead State that {1) names Oregon, and fhe
Participating States identified in #he Request for Proposal as additional insureds, {2}
provides t�at written natice af cancelfatian shafl be delivered in accordance with the policy
provisions, and (3) provides that the Confractor's liabifity ins�rance policy sl�all be primary,
with any liability insurance of any Participating Stat� as secondary and nancantributory.
Unless otherwise agreed in any Participating Addendum, other state Participating Entities'
rights and Contractor's abligations are the same as thase specified in the firsfi sentence of
fhis subsectian except the endorsement is provided to the applicable state.
NA5P0 ValuePoint MasterAgreemenf 13
�. Cantractor shal[ furnish to the Lead State copies of certificates of all required fnsurance in
a form suffic�ent �o show required co�erage within fihirty {30) calendar days of the execu#ion
of this Mas�er Agreement and prior to perForming any work. Copies of renewal c�rtEficates
of all required insurance shall be furnished within thirty {30) days affier any renewa[ date �o
the app[icable state Participatir�g Entity. Failure to pro�ide e�idenee of coverage may, at
fhe sole option of the Lead Stat�, or any Participating Entity, result in fhis Master
Agreement`s �erminat[on ar the termination af any Partic[pating Addendum.
f. Cove�'age and limits shall �ot limit Confiractor`s liability and obligations under �his Master
Agreement, any Par�icipating Addendum, ar any Purchase Order.
22. Records Administration and Audi#
a The Cantractor shall maintain books, records, documents, and other evider�ce pertaining
to this Master Agreement and Orders placed by Purchasing Entities und�r it �o the extent
and in such detail as shal[ adeq�ate[y re�lect perFormance ancE administrafian of payments
and fees. Cantractor shall permit the Lead State, a Partic[pating Entity, a Purchasing Entity,
the federal go�ernmen� {including its grant awarding entities anel the U.S, Comptroller
General), and any other duly authorized agent af a governmental agency, to audit, inspect,
examine, co�y and/or transcrit�e Contractor's baaks, documents, papers and records
directly pertEnent ta this Master Agreement or orders placed by a Purchasing Entity under it
far �he purpose af makir�g audits, examinatians, excerpts, and transcript�ans. This right
shall survi�e for a period of five (5) years following termination of this Agreement or final
payment for any arder placed by a Purc�asing Entity against fhis Agreem�n�, whicheuer is
lafer, or such langer �eriod as is required by the Purchasing Enfity's state statut�s, to
assure comp[iance with the terms hereof ar ta evaluate performance hereunder.
b. Without fimiting any oiher remeciy auaiiable to any governmental enfity, the Contractor
sha[I reimb�arse the applicable Lead State, Participatir�g Enti#y, or Purchasing Entity for any
nverpayments inconsistent with the terms of th� Master Agreement or Orders or
unt�erpayment of fees faund as a result of the examination of th� Contractar's records.
c. The rights and obliga#ions herein exist in additian to any quali�y ass�arance obligation in
the Master Agr�em�nt requiring the Contractor �o self-audit contract obligations and that
permits the Lead Stafe to r�vi�w compliance with those obligations.
23. Confidentiality, Non-Disclosure, and Injuncf[rre Relief
a. Confideniiality. Contractor acknow[edges tl�ai it and its employees or agents may, in the
course of providing a Praduct under this Master Agreement, be exposed to or acquire
information that is confidential to Purchasing Entify or Purchasing Entity's clients. Any ar�d
all information of any form that is marked as confidential ar would by its nature be c[eemed
canfidentia[ obtained �y Contractor or ifis emplayees or agents in the perFormance of t�is
Master' Agreemen�, including, but not necessarily limited to (1) any Purchasing Entity's
records, (2) p�rsonnel recards, and (3) information concerning individuals, is confider�fial
information of Purchasing Entity ("Confidential lnformation"). Any repor�s or oiher
dacuments or items (ir�cluding software) thaf result from� the �se of the Confiidential
Information by Contractor shal[ be treated in the same manner as the Confidential
Information. Confidential Information cloes not ir�clude infarma�ian that {'1) is or becomes
NASPO ValuePoint MasferAgreem�ni 14
(ather �han by discfosure by Contractor) publicly knowrr, (2) is furnished by Purchasing
Enti�y to ot�ers wit�tout restrictions similar to those imposed by this Master Agreemenfi; (3)
is righffully in Cantractor's possession w[thout the abligation of nondisclosure prior to the
time of its disclosure under this Master Agr�em�nt; (4) is obtained fram a saurce other than
Purchasing Entity without the obligation of confidentiality, {5) is disclosed wifh fhe written
consen# of Purchasing Entity or; (6) is indeper�dently de�eloped by employees, agents or
subcontracfors of Contractor who can be shown to ha�e had no access to the Confiden�ial
Information.
b. Nan-Discfosure. Cantracior shail hold Canfidential Information in confidence, using at
least the industry standard of canfider�tia[ity, and shall not copy, reproduce, sef1, assign,
license, market, fransfer or otherwise dispose af, giue, or disclase Confidential Informaiion
to third pacties or t�se Confidentiai Information for any purposes whatsoe�er ather than what
is t�ecessary to the performar�ce of Orders placed �nder this Master Agreement. Cantracfor
shall aduise each of its employees and agents of their obli�ations ta keep Confiidential
l�farmatio� confiidential. Contractor shall �ase commercially reasonable efforts to assist
Purchasing Entity in identifying and preventing any unautharized use or disclosure of any
Confidential Information. Without limiiing the generality of the foregoing, Contrac�ar sha[I
advise Purchasing Entity, applicable Participating Entity, and the Lead State immediateiy if
Contractor learns or has reaso� to belie�e that any person who has had access to
Confidential Information has vio[ated or in�ends ta �iolate the terms of this Master
Agreemeni, and Contractor shal! at �ts exp�nse coaperate wit�t Purchasing Entity in seeking
injuncti�e or other equifiabEe relief in the name of Purchasing Entity or Cantractor against
any such persan. Except as directed by Purchasing Entity, Contractor wiil not at any time
during ar after the te�m of this Master Agreement discfose, di�ecfily or indirec�ly, any
Confidential Infarmatian fa ar�y person, except in accordance with this Master Agreement,
and that upon termination of t�is Master Agreemer�� or a# Purchasing Entity's request,
Contractor shall t�arn over ta Purchasing Entity all documents, papers, and other matter in
Contractor's possessio� that embady Confidentiaf Information. Notwithstanding the
foregoing, Contractor may keep one copy of such Confidential Information necessary for
quali�y ass�arance, audits and e�idence of the performance of this Master Agreement.
c. Injunctive Relief. Contractor acknowledges that breach of this section, including
disclosure of any Confidentiaf Information, wil[ cause irreparable injury to Purchasing Entity
thaf is inadequately com�ensable in damages. Accordingly, Purchasing Entity may s�ek
and obtain injuncti�e relief against the breach or threatened breach of the foregoing
undertakir�gs, in addition ta any other legal remedies that may be available. Cor�tractor
acknowledges ar�d agrees that th� cou�nants canfained herein are necessary for the
protectian of the legitimate �usiness interests of Purchasing Entity and ar� reasonable in
scope and content.
d. Purchasing Entify �.aw. These pro�isians shall be applicable only to extent they are not
in conflict with the ap�licable pub[ic disclasure iaws af any Purchasing Entity.
e. The rights granted Purchasing Entities and Contractor obligations under this section
shal[ alsa extend to the cooperaii�e's Confidential Information, defined to include
Participating Addenda, as we[I as Orders or transaction data reiating to Orders under this
Masfier Agreeme�t that identify the entitylcusfomer, Order dates, line item descripiions and
NASPO ValuePaint MasterAgreement 15
�ol�ames, and priceslrates. This pro�ision does not apply to disclosure to the Lead State, a
Participating State, or any gv�ernmental en�ity exerc[sing an audit, inspection, or
examination pursuant ta sectior� 23. To the extent permitted by law, Contractor shall natify
the Lead Sfiafe of fhe identity of any entity seeking acc�ss to the Con�fidential Informafion
described in this subsection.
24. Public Information
This Master Agr�ement and all rela�ed documents are subject to disclosure pursuant fo the
Purchasing Entity's publ�c information faws.
25. Assignmen�lSubcontracts
a. Contractor shall no� assign, se[I, fransfer, subcontract or sub[et rights, ar delegate
responsibili�ies under this Master Agreement, ir� wt�ole or in part, wi��tau# the prior written
appro�al of the Lead State.
b. The Lead Stafe reserves the r�ght to assign any rights or duties, inc[uding written
assignm�nt af contract adminisfration dut�es to NASPO Cooperati�e Purchasing
Organization I�LC, daing i�usiness as NASPO VaI��Pain# and other thirc� parfiies.
26, Changes in Con�ractor Represenfa�ion
Th� Cantractor must notify the Lead State af changes in the Contractor's key administrative
persannel managing the Mas�er Agreem�n� in writing with�n 1 D calendar days of th� change.
The Lead Sta�e reserves the righfi to approve changes in key personnel, as identified in tf�e
Contractor's propasal. The Contractar agrees to prapose replacement key personnel ha�ing
substantially equal or better education, training, and experie�ce as was possessed by the key
person proposed and evaivaied in the Contracfior's proposal.
27. tndependent Contractor �
The Contractor shall be an independent coniractor. Contractar shall have no a�thorization,
express or impli�d, to bind the Lead State, Participating States, other Partieipating Enfiities,
or Purchasing Entiti�s to any agreements, settlem�nts, I�abi[ity or understanding
whatsoever, and agrees not to hold itself out as agenfi except as �xpressly set fart� herein
or as expressly agreed in any Participating Addendum.
28. Cancellation
Unless otherwise stated, �his Master Agreement may be canceled by either party upon 60
days written natice pr�or ta the eff�ct�ve date of the cancellafiion. F'urther, any Partic�pating
Entity may cancel its participafion upon 30 days written not�ce, unless atherwise limited or
staied in the Parkicipating Addendum. Canc�llation may be in whole or in part. Any
cancellatian und�r this pro�ision shall not affect the rights and obligations attending orders
ou�standing at t�e time af cancellation, including any right of a Purchasing Entity to
indemnification by fhe Contracfor, rights of payment far Praducts delivered a�d accepted,
rights attending any warranty or default in performance ir� association wi�h any Order, and
requirements for records administration and audit. Cancellation of the Master Agreement
due to Contractar d�faul� may be immediate.
NASPO ValuePornf MasferAgreemenf i6
29. Force Majeure
Neither party �o this Master Agreement shall be held
by fire, riot, unusually severe weather, other acts
pariy`s reasonable control. The Lead State may
determining such delay or default will reasonably
Master Agreement.
responsible for delay or default caused
of God, or war which are beyond that
terminate this Master Agreemeni after
pre�ent successful perFormance of the
30, Defaul�s and Remedies
a. The occurrence of any of the following events shall be an eWent of defaulf under this
Mast�r Agreement:
(1 } NonperFormar�ee of contractual requirements; or
(2} A material breach of any term ar conditiart af this Master Agreement; ar
(3} Any certification, representaiion or warranty by Confiractar in response io the
sol�cifation nr in fhis Master Agreement that pro�es to be unfrue or mafierially
misieading; or
(4) Institution of proceedings ur�der any bankruptcy, insolvency, reorganization ar
similar law, by or against Contractor, or the ap�ointmen� of a receiver or similar
offic�r far Contractor or any of its property, which is not �acated or fully stayecf within
t�ir�y {30) calendar days after th� institufiar� ar acc�rrence thereof; or
(5) Any default specified in another section of this Master Agreement.
b. Upan t�e occurrence of an e�ent of defaulf, the �.ead Sfa�e shall issue a written notice of
default, identifying the nafiure o�' the default, and pro�iding a period of 15 calendar days in
w�ich Contractor shail ha�e an opportunifiy to cure the c�efault. The Lead State shall �ot be
required to provide advance written notice or a cure period and may immediatefy terminate
fhis Master Agreement in whale or in part if the �ead State, in its sole discretion, defiermines
fihat it is reasonably necessary to preserve public safety or prevent immediate public crisis.
Time allowed for cure shall r�of diminish ar eliminafe Contrac#or's liability for damages,
including liquidated damages to the extent provided for under this Master Agreem�nt.
c. If Contractor is afford�d ar� oppartunity ta cure and fails to cure t�e default withir� the
period specified in the wriiien nofice of cfefault, Contractor shalf be in breach of its
obligations under t�is Master Agreement and the Lead State shall ha�e the right fo exercise
arty or a[i of the �'ollowing reme�ies:
{1) Exercise a�y remedy provided by law; and
{2} Terminate this Master Agreement and any related Contracts or portions thereof;
and
(3) Impose liquidated damages as provided in this Master Agreement; and
(4) Susper�d Contracfor fram being able to respond to future bid soiici�ations; and
{5) Suspend Contracfar's perFormance; and
(6) Withhold payment unti! t�te default is remedied.
d. Unless oiherwise specified in fhe Participatir�g Adder�dum, in the evenf of a defauli �nd�r
a Par�icipating Addendum, a Participating Entity shafl provide a written notice of defauft as
NASPO ValuePoint Master Agreemerrt i 7
described in this section and shall ha�e all ofi fihe rights and remedies under this paragraph
regarding its participation in the Masfer Agreement, in addition to those set forth in its
Participating Addencium, Unless atherwise specified in a Purchase Order, a P�rchasing
Entity shall prouide written natice of default as described in this section and ha�e all of the
rights and remedies und�r this paragraph and any appl�cable Participating Addendum wifh
respect to an Order placed by the Purchasing Entity. Nathing in these Master Agreement
Terms and Conditions shal[ be construed to limit the rights and r�medies availab[e to a
Purchasing Enti�y under fhe applicable commercial code.
31. Wai�er of Breach
Failure of the Lead S�ate, Participating En�ity, or Purchasing Entity to declare a default ar
enforce any rights and remedies shall nof operate as a wai�er und�r this Master Agreement
or Participating Adc{endum. Any waiver by �he Leacf State, Participating Entity, or
Purchasing Entity must be in wr�ting. Wai�er by the Lead State or Participating Entity of any
default, righ� or remedy under this Master Agreement or Participating Addendum, or by
Purchasing Enti�y with respect to any Purchase Order, or breach o� any terms or
requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall
nat be construed or op�ra�e as a waiv�r af any subsequent default or hreach of such term
or reqt�irement, ar af any other term or r�quir�ment under this Master Agreement,
Participating Addendum, or Purchase Order.
32. Debarment
The Contractor certifies that neither it nar its principa[s are presen�ly ciebarred, suspended,
pro�osec� for debarment, declared ineligible, or �oluntarily �xcluded from participa�ian in this
transaction (contract) by any gavernmenta[ department or agency. ThEs c�rtifiication
represents a recurring certification made at the time any Order is placed under this Master
Agreement. If the Contractor cannat cer�ify this statemenf, attach a written explanation for
re�iew by the Lead State,
33. Indemni#ication
a. The Contractor shall defend, indemnify and hafd harmiess NASPO, NASP4 Coop�ratiu�
Purchasing Organization LLC {doing bt�siness as NASPO ValuePoinf), the Lead State,
Part[cipating Entities, and Purchasing Entities, along with ��eir officers ancf employees, from
and agains� third-parky claims, damages or causes of ac�ion including reasonable attorneys'
fees and related cosfs for any death, injury, or damage ta tangib[e praperty arising from
act(s), error(sj, or omission{s} of the Contractor, its employees or subcantractors or
�o[unteers, at any tier, relating to the perFormance under th� Mast�r Agre�m�n�.
b. Indemr�ification — In#e{lectual Property. The Contractor shall defend, indemnify and hald
i�armless NASPO, NASPO Cooperati�e Purchasing Organization LLC �doing business as
NASPO ValuePoin�}, the Lead Stat�, Participating Entit[es, Purchasing Entities, along with
their officers and employees ("Indemnified Party"), from and against claims, dama�es ar
causes of action �ncludir�g reasonab[e attorneys' fees and relatecl costs arising o�t of the
claim that the Product or its use, infringes lnte[lectual Property rights ("lntellect�aal Property
Claim") of another person or entity.
{1) The Contractar's ob[igations under this section shali nat extend to any
NA5P0 ValuePoint Masfer Agre�ment 18
cambinatic�n of the Product with any other produci, system or method, un[ess the Pra�uct,
systerr� or methoci is:
(a) provided by the Contractor or the Contractor's subsidiaries or affiliates;
(b) specified by the Contractor to work with the Product; or
(c) reasonably required, in order to use the Praduct in its intended manner,
and tE�e infringeme�t could not have been avoided by substituting anather
reasonably availa�le product, system or method capable o# perForming the
same functior�; or
(d) i� would be reasonably expected to use the Product in combination with
such product, system or method.
(2) The Indemnified Party shall nofify ihe Ca�#ractor within a r�asonable time after
receiving notice of an Inteflectual Property Claim. E�en if the Indemnified Party faifs to
provide reasonable natice, the Contractar shall not be relie�ed from its obligations unless
the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property
Claim resulting in increased expenses or �oss to the Contractor. If the Contractor promptly
and reasonably investigates and d�f�nds any Inteflectual Property Claim, it shall ha�e
control nver the defense and settlement of it. However, the Indemnified Party must consent
in writing for any money darr�ages or ob[igatians for which it may be responsible. The
Indemnified Party sha[I furnish, at ihe Contractor's reasonable request and expense,
informa#ian and assistance necessary for such defense. ]f ti�e Contracfor fails to �igorousiy
pursue the defense or settlement af the Inteliectual Property Claim, t�e lnd�mnified Par�y
may assurne the defense nr settlemeni of it and ihe Contractor shall �e lia�ie for all costs
and expenses, i�ciuding reasonable attorr�eys` f��s and rela��d casts, incurred by the
Indem�ified Party in the pursuit of the [nteflectuai Property Claim. Unless otherwise agreed
in writir�g, this section is not subject #o any limita#ions of liability in this Master Agreement or
in any other document exec�ted ir� conjunction with this Master Agreement.
34. No Waiver of So�ereign Immunity
In no euent shall this Master Agreement, any Parkicipating Adder�dum or any cantract ar any
Purchase Order issued thereunder, or any act of the Lead State, a Par�icipating Er�tity, or a
Purchasing Entity be a wai�er of any form of defense or immunity, whether savereign
immunity, governrnental immunity, immunity based on the Eleuenth Amendment to the
Constitutior� af the Unit�d States or othennrise, fram any claim or from the jurisdiction of any
court.
T�is section applies to a claim brought against the Participafing Enfities who are states
or�ly to the extent Congress has appropriately abrogated the sta#e`s so�ereign immur�ity
ar�d is not consent by the state to be sued in federal court. This section is also not a wai�er
by the state of any form af immunity, including but not li�ited to so�ereign immunity and
immunity based on the Eleventh Amencimer�t to the Constit�tion of the United States.
35. Governing Law and Venue
a. Th� procurement, e�a[uation, and award of the Master Agreement shall be governed by
NASPO ValuePornt MasferAgreement 19
and construed in accordance with th� laws of the Lead State sponsoring and administering
the procurement. The construction and effect af the Mast�r Agr�ement after award shall be
gouerned by ih� law of the state serving as Lead State. T�e construction and effect of any
Participating Addendum or �rder agains# the Master Agreement shall be governed by and
construed in accardance with the laws of the Participating En�ity`s or Purchasing Erttity's
Sfate.
�. Un[ess otherwise specified in the RFP, the �enue for any protesf, claim, dispute or action
relating to the procurem�ni, e�aluation, and award is in the Lead State. Venue for any
claim, dispute or action concerning the terms of the Master Agre�men# shall be in the state
serving as L�ad State. Venue fnr any claim, dispuie, or action concerning any Order �faced
against the Master Agreement or the �ffect of a Participating Addendum shall be in the
Purchasing Entity's State.
c. If a claim is brought in a federal forum, then it must b� brought and adjudicated solely
and exclusi��ly within the United States District Co�rt for (in decreasing order of prioriiy}:
the Lead State �or claims relating to the procurement, evaluation, award, or confraci
performance or administratian if the Lead State is a party; a Par�icipating S�at� if a named
parky; ti�e state where the Participating Entity or Purchasing Entity is locafied if �ither is a
namec� party. �
36. Assignment o�' Antitrust Rights
Contractor irrevocably assigns fo a Participating Entity who is a state any claim for relief ar
caus� of action which the Contractor now has or which may accrue to the Cor�tractor in the
future by reason of any uiolation of stat� or federal antitrusi laws (15 U.S.C. § T-15 or a
Participating Enfity's state antitrust �ro�isions), as now in effect and as may be amended
from time to tim�, in conn�ct�on with any goods ar services pro�ided in that state for the
purpose of carrying out the Contrac�ar`s obligations under this Master Agreement or
Participating Addendum, including, at the Participating Entity's op#ion, the rigf�t to cantrol
any such litigation an such claim for relief nr cause of acfion.
37. Con�ract Provisions for �rders Utilizing Federal Funds
Pursuant to Appendix II to 2 Code of Federal R�gula�ions {CFR) Part 200, Cnniract
Provisions for Non-Federal Entity Cor�tracts Under Federal Awards, �rders fur�d�d wi�h
fe�eral funds may haue addi�ional contractual requirements ar certifications that must be
satis#ied at the time t�e Order is placed or upon deliuery. These fe�eral r�quirements may
be propas�d by Par�icipating Entities in Participating Addenda and P�rchasing Entities for
incorporafion in �r�ers placed und�r this Master Agreement.
38. Leasing or AlternatiWe Financing Methods
Th� procurement and other applicable laws of some Purchasing Entities may p�rmit ihe use
of leasing or alternati�� financing methods for the acquisition of Products under t�is Master
Agreement. Wl�ere the terms and conditions are not oth�rwis� pr�scribed in an applicabie
Participating Addendum, the terms and conditions for leasing or afternativa financing
methods are subject to negotiation betw��n th� Contractor a�d Purchasing Entity.
Au#horized Signatures:
NASPO ValuePoint MasterAgreement 20
_ -- . ..�; .. i �
Contractor: �`�1
By:
Title: � h i D �
Appro�ed pursuar�t ta OR5 291.Q�47
Oregan C]epartment of Justice
By, Karar� Johnson via emaif
Sr. Assistant Attorney General
Date: Apri! 24, 20� 8
. .,...._� . ._ ._... _.: ... . .. .. .. ... , - ....
__ ', �
� . �
� �,� V
N1 P�'�
Date: 4-� s'__�a i Sf
�y and fhrough its Depar�mer�t of Administra�ive
and S�rvices,
%
Dat�: ��•°��� / �
;
�
NASPO ValuePoinf MasterAgreement 21
The State of Oreg�y
Services, Enterprise
eMarket Center Appendix to NASPO ValuePoint Masier Agreement
a. This Appendix applies wh�n��er a catalog hosted by or infiegra#ion of a punchout sit�
with eMarket Center is required by the soEicitatior� or either so[uiion is proposed by a
Cnntractor and accepted by ihe Lead State.
b. Supplier's interface with the eMar[cet Center. There �s no cost charged by JAGGAER to
the Cantrac�tar far loading a host�d catalog ar in�egrating a p�nchout sit�.
c. At a minimum, the Contractor agrees ta the follovvir�g:
(1) Implementation Timeline: NASPO ValuePoini eMarket Ce�ter Site Admin shall
pro�ide a written request to the Contractor �o begin enablement process. Ti�e Contrac�or
shall have fifteen (� 5) days from receipt of writ#en req�est to work with NASPO ValuePoint
and .lAGGAER to set up an enablemer�t schedule, at which time JAGGAER's technical
docum�ntatian shall be pro�ided ta the Contractor. The schedule wiil include fiuture calls
and milestone dates related to test and go live dates. The contractor sha[I ha�e a tatal of
Ninety (90) days �o deli�er e�ther a(1) hosted catalog or (2) punch-out catalog, from date of
r�c�ipt of writt�n r�qu�st.
(2) NA5P0 VafuePoint and JAGGAER will work v+�ith the Contracfor, to decide which
of the catalog structures (either hosted or punch-out as further described below} sha[1 be
proWided by the Cantractor. Whether hosted or punch-ou�, fhe catalog must he stirictly
limited to the Contractor's awarded contract offering (e.g. products andlor serr�ices
not authorized �hrough the resu[ting cooperati�e confract should not be �iewable by
NASPO Valu�Point Participating Enti�y use�rs).
(a) Hos�ed CataEog. By providing a hosted cata[og, the Cor�tractor is providing
a list of its awarded productslservices and pricing in an elecfronic data file in a format
aceeptable fio JAGGAER, such as Tab Delimited Text files. In this scenario, the
Contractar must su�mit updated electronic data [Insert Time Frame Here] ta the
eMarket C�n�er for the Lead State's appro�al to maintain the most up-to-dat� ��rsior�
of its productlservice offering under the cooperative contract in the eMarket Center.
(�) Punch-Out Caiaing. By providing a punch-nut catalog, the Contractor �s
pra�iding ifs own online catalog, which must be capable of being integrated with the
eMarkei Center as a. Standard punch-in via Commerce eXtensible Markup
Language (cXML). In this scenario, the Contractor shall �alidate tha� its anline
eatalog is up-to-date by pro�iding a written update e�ery six months to the Lead
State stating tE�ey have audited the nffered productslservices and pricing I�sted on its
online catalog. The site must also return detailed UNSPSC codes (as outlined in line
3} for each line item. Contrac#or afso agrees to provide e-Quote func#ianality to
facilifate �olurn� discounts.
d. Re�ising Pr�cing and Product Offerings: Any re�isions to product/ser�ice offerings (new
products, altered SKUs, new pricing etc.) must be pre�approved by the Lead State and shalf
be subject to any ather applica�le restrictions with respecf to the frequency or amount af
such r��isions. Howe�er, no coop�rati�e contrac� enabled in the eMarket C�nter may
incfude price changes on a more frequent basis than once per quar�er. The fallowing
NASPO ValuePoint MasterAgreement 22
canditions apply with respect to hosted catalogs:
(1) Updated pricing files are required by the 1st o# the month and sha11 go into
effeet in th�e eMarket Center on the 1 st day af the fol[owing month {i.e. fi[e recei�ed
on 1I01113 would be effective in the eMark�t Center on 2/01113). Files received after
the 1 st of the month may be delayed up to a mont� (i.e. file received on 11/�61�9
would be effect in fhe eMarket Center on '1101/'l0).
(2) Lead State-appro�ed price changes are nat effective unii[ implemented
wifhin the eMarket Center. Errors in the Contracfor`s submitted pricing f[les will delay
the implementaiior� of fhe price changes in eMarket Center.
e. Supplier Network Requirements: Cantractar sha11 join the JAGGAER Supplier Network
(SQSN) and shall use JAGGAER's Supplier Portaf to import the Cantractar's ca#alog and
pricing, into the JAGGAER system, and view reports on catalog spend and �roductlpricing
frsshness. The Contractor can recei�e orders through electranic del��ery {cXML) or through
low-tech aptians such as fax. More information about the SQSN can be found at:
www.sciquesf.com ar cali the JAGGAER Supplier Netwark Services team at 800-233-1121.
f. Minimum Requirements: Whe�her �he Contractor is prouiding a hosted catalog or a
punch-out catalog, tl�e Con�raetor agrees to meet the follawing requirements:
(1 } Catalag must contain the mast currer�t pricing, ir�cluding all applicable
ac[ministrati�e fees andlor discounts, as wefl as the most up-to-date product/senrice offering
the Contractor is authorized to provicle in accardance with the caaperati�e contract; and
(2) The accuracy of the catalog musfi be maintained by Contracfor throughout the
dura�ian af the caopera#i�e contract; and
(3) The Catalog must include a I�ead Sfate cantract identification number; and
(4) The Catalog musf include detailed producfi line item descriptions; and
(5) The Catalag must include pictures when possible; and
(6) The Catalog must include any additional NASPO ValuePoint and Pa�ticipaiing
Addencium requirements. Althaugh suppliers in the SQSN normally suf�mit on� ('1} catalog,
it is passible to ha�e mu[#iple contracts applicable to different NASPO ValuePoint
Participating Entities. For example, a supplier may have different pricing 'for state
governmertt agencies and Board of Regen�s institutians. Suppliers have the ability and
responsibility to submit separate confiract pricing for the same cafa�og if applicable. The
system wilf deliver the appropriate contract pricir�g to the user viewing the catalog.
g. Order Accepfance Requirements: Cantractor must be able to accept Purchase Orders �ia
fax or cXML. The Contractor shall provid� pasitiwe can�irmation via phone or email within
24 hours of the Contractor's receipi of the Purchase Order. If fhe Purchasing Urder is
received after 3pm EST on the day before a weekend or holiday, the Contractor musf
provide positive confirmation �ia phone or email on t�e next business day.
NASPO ValuePainf Master Agreemenf 23
h. UNSPSC Requirements: Contractor sha[1 s�apport use of the Unit�d Nations Standard
Prod�ct and Services Code {UNSPSC). UNSPSC �ersians thai mus# be adhered ta are
driuen by JAGGAER for the suppliers ar�d are upgraded every year. NASPO ValuePa�nt
res�rves th� right ta migrate to future �ers�ons o'f the UNSPSC ancE the Cantractar shall be
required ta support th� migration effort. All [ine items, goods or services pro�ided under the
rest�[ting statewic[e contract must be associated to a UNSPSC code. Ail line items must be
identified afi the most detailed UNSPSC l�we9 indicated by segment, family, class and
commodity.
i. Applicabi[ity: Contractar agrees that NASPO ValuePaint controls which contracts appear
in th� �Market Cenier and that NASPO ValuePoint may elect at any �ime to remo�e any
supplier's offering 'from the eMarket Center.
j. The Leac� State reserves the right to appraue the pricing on the eMarke� Center. This
catalag review right is solely for the benefit of the Lead State and Participating Entities, and
f�e review and appro�ai shall not waive the requirement that products and services be
offered at prices (anci appro�ed �ees} required by the Masfer Agreem�n�.
k. Se�eral NASPO VafuePoint Participafing Entities c�rrently maintain separaie JAGGAER
eMark�tplaces, these Part�cipating Entifies do enable certain NASPO ValuePaint
Cooperativ� Contracts. ln the e�ent ane of these entities elects to use this NASPO
ValuePoint Cooperati�� Contract {auailabie through the eMarket Center) f�ut publish to t}�eir
own eMarke#place, the Contractor agre�s fo wark in good faifh with the entity and NASPO
ValuePoint to implement the catalog. NASPO Valu�Point does not anficipafe fhat �his will
require substantial additiona[ effarts by the Contractor; haw�uer, the supplier agrees to take
commercia[ly reasonable efforts fio enable such separafe ,lAGGAER catalags.
(August 2D17j
NASPO ValuePoint MasterAgreement 2A�
Exhibif A to NASPD ValuePoint Master Agreement
__ .lJ � — -- � _- -: - ' _�. ► , _� _� ..__. .1. � i.1.
MASTER AGREEMENT # $497
FORM PARTICIPATING ADDENDUM
NA5P0 ValuePaint N AS P O
PARTICIPATlNG ADDENDUM e
Facilities Maintenance and Repair & �� � � � � � ��
Operations (MRO) and Ind�strial Supplies
Lead by the State of Oregon
Mas�er Agreement #: 8497
Contractor: Fastenaf Company (Contractor)
Participating Entity: State of XXXXX
The following Goods or services are included in this Addendum:
• Removable Example: All Goods and accessories listed on the Contractor page of the
NASPO ValuePoinf website.
The �ollowing Goods or services are not included in ti�is Addendum:
» Removable Example: Product modifications,
• Remova�ble Example: Insfallation services.
Masfer Agreement Terms and Conditions:
'l. Sco�e: This addendum co�ers the Facilities Maintenance and Repair & Operafions
and Industrial Supplies ied by the State af Oregan far use by state agencies and ather
entities �ocated in the Participating State far Sfate Entity] autharized by that State's
�tatutes to utilize Sfiate contracts with the prior appro�al of the State's Chief
Procurement Official.
tRemovable Instruction: Participating States should ensure fhat paragraph 2 properly
defines the scope of participation. The model Ianguage in paragraph enables parficipation
by al! political subdivisions, institufions of higher educafion, and other entities included in
the sfate's sfatewide confracf program.]
2. Participation: This NASPO Val�ePoir�t Master Agreement may be used by all stat�
agencies, institutions of higher institution, political subdiuisions and other entities
authorized to use stat�wide confrac�s in fh� Stat� of j�xxxxxxxJ. Issues of interpretation
and eligibility for participation are solely within the authority of the State Chief
Procurement Official.
NASPO ValuePoinf Master Agreemenf 25
3. Primary Contacts; The primary contact individuals fior this Participating Add�ndum are
as fol(ows (or their named successors):
Cantractor
Name:
Address:
Te[ephone:
Fax:
Email:
Participating Entity
Name;
Address:
Telephone:
Fax:
Emai[:
4. Participating �n#ity Modificatians 4r Additions To The Master Agreement
These modifications or additions apply only ta actions and r�lationships within the
Participating Entity.
Participating Entity must ch�ck an� af the boxes below.
�] No changes ta the terms artd canditions of the Master Agreement are required.
�] The fallowing changes are modifying or suppl�menting �he Master Agreement terms
and conditions,
['Re�mavable Insfruction: Inserf text here fo address speciflc chartges fo the ferms and
conditians. lndicate which section numbers of fhe Master Agreem�nt are madrfied. !f no
changes are requir�d, check fhe box above and delete fhis paragraph.J
5. Lease Agreemer�ts: ['If applicable, insert a statemenf about whether or not equipment
lease agreemenf ferms and conditions included in fhe Masfer Agreemenf have been
approved for use by the Parficipating 5tate and any resfricfions or requirements far the
use of �he lease agreement language in the Master Agreemenf. If not applicable, mark
Section 5 as "Resenred".]
�. Subcnn�ractors: All contactors, dealers, and resellers authorized in the State of
fxxxxxxJ, as shown on the dedicated Contracfor (coop�rati�e contract) website, are
approved �o pro�ide sales and service support to par�icipants in ti�e NASPO Valu�Point
Masfier Agreement. Th� cantrac�ar's dealer participation will be in accordance with tl�e
terms and conc(ifiions set far�h in �he aforementioned Master Agreemenf.
7. 4rders: Any order placed by a Participating Entity or P�rchasing Entity for a product
andlor service available from this Master Agreement shall be deem�d to be a sale �nder
(and go�ern�d by the prices and other terms and conditions) of the Mast�r Agr�ement
NASPO ValuePainf MasferAgreemenf 26
unless the parties to the order agree in wriiing that another contract or agreement
applies to such order.
IN WITNESS VIIHEREOF, the parties ha�e executed fhis Adder�dum as of the date of
execution by boih parties below.
Participating Entity: Contractor:
Signature: Signature:
Name: Name:
Title: Titl�:
Dat�: Date:
�Additiona! signatures may be added ifrequired by fhe Participating Entifyj
F'or questions on executing a participating addendum, please contact:
NASPO ValuePaint
Cooperati�e Develnpment Conrdinator:
Telephone:
EmaiE:
5hannon Berry
775-720-3404
sberrry@naspovaluepnint.org
fPlease emai,l fully executed PDF copy of this
document to
PA@nasnovaIuenaint,or�
to support documentation of participation and
posting in appropriate data bases.]
NASPO ValuePaini MasferAgreement 27
Exhibit B�o NASPO ValuePoint Mas�er Agreement
Descrip�ion of Produc�s, Price, and Services
1. Products: Contractor may pro�ide Produc�s and Ser�ices from the following
categories:
• Janitarial Equip. & Supplies {does not include Sa�titation Cleaning Chemicals)
• Sanitation Cl�aning Chemicals (does nof includ� Janitorial Equipment &
Supplies)
• F'ast�ners
« Material Handiing
• Plumbing
• Power Sources
• Outdoor Gard�n
• �amps, Lighting, Ballasts
• HVAC
• Hand Tools
• Pawer Tools {excluding autamotive re[ated fioo[s and produc�s)
• El�ctrica[
• Paint
• 5ecurity
• Safety (does not includ� any public safety equipment)
Purchasing Enfities may access Contractor`s catalag for above products at link:
htt�s; l /www.fastenal.com f login
2. Services:
�.1 ESBIMBEMIBEIDV & DBE Programs:
Contrac�ar recognizes the many opportunities small and di�erse
�usiness�s provide as our suppliers, �endars and strategic customers.
Our Suppfier Diversity prog�am facilitates th� demand far smail
business acivacacy among city/statellocal governm�n�. Understanding
this demand helps Contractor provide opportunities ta small and
di�erse businesses in th� United States.
2.1.1 2nd Tier Program:
Contractar has cammitted to building relat�onships with, and purchasing
NA5P0 ValuePoint MasferAgreement 28
goods and services from, qualified small and diverse businesses to the
maximum extent passible while meeting our standards for quality and
refiability. This program is no# limited to jus� Woman-Owned and
M[nority-Owned Business Enterprises; we a[sn support and offer
praducts supplied by Small Businesses, Small Disadvantaged
Busfnesses, Veteran-Owned and Service Disabled Veterar�-Owned
Businesses, and HUB Zone certified businesses. Na matter the request
or certification criteria, Con#ractor's Supplier Diversity team can help.
2.1.2 1st Tier Authorized Reseller Program:
Certain projects, contracts and companies have a very high demand
for diversi�y spend. Our 1st tier program estabfisf�es strategic alliances
with di�erse businesses serving as authorized channels of distributian
for Fastenal's praducts and S@NiC�B. COI��C�CtOC's 1 st tier program
features strategic partners with a wide range of mar�ufact�ring,
distribufion and service capabilities as well as a full complement of
supplier di�ersity certifications, including Smafl Business (SBE), Small
Disadvar�taged Business (SDB), Minority Business Enterprise (MBE),
Disadvar�taged Business Enterprise (DBE), Wnmar� Business
Enterprise (WBE), Small Vet�ran-Owned Business (SVOB), Small
Disabled Veteran-Owned Business {SDVOB), HUB Zone Business
(HUB}
2.2 Growth Incenti�es:
Contractor's pricing includes contracf inc�ntives, a fixed category
discvunt structure, market bas�Cet pricing that is firm for 'E2 months, pre-
paid sfandard ground shipping, produci warranties, and ir�ventory
management solutions.
2.2.1
Contractar is offerir�g an aggressi�� Growth Encenti�� Program for the
Participating State in order fio have �he ability to not only bring �aiue fo
their supply chain, �ut encourage participation with acti�ifies which will
provide even greater sa�ings through program compliance. The
incentive structure pravided through Contractor will act as a toal for the
Purchasing Entity fo assisf with driving compliance to the operafiions
within their organization that can reduce ihe operational expense
involved witE� the supply chain.
2.2.2 Growth Incentive Program Choices:
1. Single Award
2. Multiple Award with Fasteners & Safety Categories Single Award
3. Multiple Award
4. Multipfe Award with inc�nfi�e for Polifical Subdivision I Higher
Education fo select Single Award
Contractor will work with each Purchasing Er�t[ty ta artalyz� which
incentive program wi[i maximize the �alue within the supply chain
NASPO ValuePoini MasierAgreemenf 29
structure they wish ta implement. The Purchasing Entity will have the
oppartunity to analyze and identify the program which creates the
gr�atest �afue in relatian to t�eir indi�icfual needs with the par��c�pating
addendum.
2.3 The quality and a�ai[abi[ity of recycling or other sustainabiEity programs,
including products or services offered:
Contractor wil{ wark with fhe Purchasing Entity to better enable the
State to achie�e susfainabi[ity goals es�ablished by th� State.
2.4 The quality and availability of recycling or other sustainability
en�ironmenta[ canservat[on programs, including producis andlor
services offered:
Contractar wil[ work closely with the Purchas[ng Entity to identify and
imp[emeni environmenfal conservation pragrams.
2.5 The number of available green environmentally preferable products
that meet �he solicitatian's specifications a�ailahle, showing a robusf
supply afi gr��n/sus�a��able products:
Contractor's rabust gr��n ancf susta�na�le o�fering includes more than
46,000 prod�cts.
Green products are clearly marked with the Fastenal "green° icon to the
right, indicating that the item offers environmental benefits accarding to
�ither a 3�� party certifying agency (EcoLogo, Gr��n Seal, etc.} or
information pravided by the manufacturer. You can search for awailable
green products in eacl� category on Fastenal.com (under Promations &
Speciaf Interests}. Contractor alsa offers an eCatalog of green product
salutions faund at: Fast�nal.cam � Produc�s � Green Items.
2.6 Recvcl�nq Pragrams:
Ink & Ton�r Cartridge Recycling -� Fasfenal afso offers simple,
con�en[ent recycling of printer cartridges. Let us do the work for you;
it's easy, quick and free.
RecyclePak� — Vllhen the contain�r is fufl, simply ship it out �- it's
prepaid. Fasfenal offers a wide range of R�cyclePak packaging fo
m�et your hazardous material recycling needs.
2.7 Contractor's Standard Return Policy:
Cor�tracfior must approWe cancellatior� of any order prior to shipment,
Any returns for shipping errors, damage or loss upon deli�ery must be
reported within 1 Q days of the d�Ii�ery date. Excep� as otherwise
agreed, Products will not be accepted for r�turn a#ter 30 days from the
date of delivery to the Purchasing Entity. Any canc�flatian or re�urns
NASPO ValuePoint Master Agreem�nt 30
accepted after 3� days may be subject io a restocking fee and ot�er
charges, for which the Purchasing Entity shall be responsible. All
returns shouid be made to a Faster�a! branch or as otherwise
designated by Fas�enal, and musf be in resalable conditior� and
accompan[ed with an Invoice.
�
discontinues use of fhe Sourced ifem.
Sourced Items ordered and delivered to fhe Purchasing Entity may be
non-reiurnable and non-refundable. So�arced Items that ha�e been
ardered by the Purchasir�g Entity and are nan-cancelable by the
manufacturer, Purchasing Entity must accep� and pay for fhe deli�ered
quantifiies, excluding non-conforming items. If Purchasing Entity
requests to cancel a Sourced Item orcfer prior to s�ipment or delivery,
Seller will exercise reasonabfe commercial efforts ta discontinue the
production af the it�ms by the manufaciurer. How�ver, P�rchasing
Entity will be responsi�le for any restocking fee or costs imposed by fhe
manufacturer related to the cancellation of the Sourced Item. In fihe
e�ent the Purchasing E�tity req�ests Seller to stock and maintain an
inven#ory of certain quantities of Sourced Item for Purchasing Er�tity,
Purchasing Entity agrees to purchase al! remaining Sourced Items
mainfained by Seller in its ir�v�ntory at the time the purchase order ar
contract is ferminated or within thirty (30) days after Purchasing Entity
Distrihution points:
Fast�nal's distribufion footprint ailows for deliWery schedules of 24 to 48
hours on many in-sfiock items by offering same-day serviee in 2,100+
Iocal markets. Canfractar has the ability to cost�effectively operate local
branches in not only major cities but also small towns ar�d rural areas
acrass North America, positioning dedicated service teams and
customized inventory minufes away from th� Purchasing Entity
locations.
Confractor's branch-based service model enables Fastenaf to:
• Stock product locally for immed�ate availability;
• Tailor local branch in�entory to match Participating State's needs,
• Manage P�archasing Entities inuentory to lower their tatal cost of
ownership; and
• Pro�ide industry leading in--person, f[exible, value added customer
service
Branches are serviced by #he nearest of 17 F'asfenal distribution
centers throughout the U.S. thro�gh our company-owned fleet:
• Fleet Vehicles: 7,58a
• Semis:325
• Straight Trucks: 150
• Sprir�#ers:139
Contractor's U.S.-based distribution centers are focated in Akron, OH,
NASPO ValuePoirrt Masf�r Agr�Ement 3'1
Atlanta, GA; Denfon, TX; Edwardsville, KS; High Point, NC; Houstan,
TX; lndianapolis, IN; Jessup, PA; Lakewood, WA; Leaminsf�r, MA;
Modesto, CA; Drlando, FL; Pear[ City, H1; Sa[t Lake Ci�y, UT; Spakane
Valiey, WA; and Winona, MN.
Contractor is able to offer same-day inside delivery �n 2,100+ lacal
markets by a[acal Fastenal customer service repres�ntati�e,
somefhing no ot��r industrial supplier can do. The key fo �his solution
has been our ability to cost-efFectively operate [ocal branches in nat
anly major cities but also smal[ towns anci rural areas across North
America, pasiiioning dedicated s�ruice teams ar�d customized
inwentary minutes away from the Purchasing Entity Iocations.
The maps below shaw the area our focal branch teams can servic�
wi�hi� 30 minutes and 60 minutes. If P�archasing Entifies ha�e a need,
Fastenal can generally fulfif I the need within the }�our.
�� .��....� ��.n . .. . rir�r ..
r 3A-mr"�ute drrv� d!slanoe � 8U-minute drtve dislance
2.9 Scope of geographical caverage offer�d:
Contractor is offering coverage of all 50 sfates, Puerto Rica, and
Guam,
2.'i0 Accurafe and meaningful marking of green products in the on-line
catalog when applicable:
Coniractor provid�s acc�arate and meaningful labeling af ��;ye
,�:
en�ironmental[y preferabl� products offered in our on�line �� ��r:��
�: �gE
catafog thro�gh the green leaf symbol to the rig�t. ���-� �� _� T
;..;.�y�
���:�:.Y ;�:
,�;:�
3. Additional Services:
11lASP0 ValuePoint Master Agreement 32
�;.� ��,'>~'� =;Y
... .� �� �
�.:::r�� ;�
,, � �
.._ r4~' ��
3.1 Contract Managemenf Retail StoreNVill Call A�ailability:
Cor�#ractor branches are
Friday, local time. Se�
incorporated �y reference.
open 8:OOam to 5:OOpm Monday through
Exhib[t E Contractor`s listing of branches
Contractor has trained and capable employees that will interact wi�h the
Participating Er�ti�y and has regional, senior, and executi��
management responsible for supporking the Purchasing Entity.
3.2 Reparkit�g Capabilities Disaster Recovery Plan:
Contracfor will pr`a�ide reporting/analysis. Contractor will work with the
Purc�asing Entity to pro�ide access to their order ir�formation, through
�arious hisfory reports, spend analysis, �ricing audit, and various other
reports.
Gi�en fhe importance of data for information and reporting, it is critical
that Contractar stores this information well. Cor�tractor shall backup
Data and iransaction logs so tha� information can be restored in the
e�ent of hardware or other failure.
3.3 Web based ordering System:
Contractor's website at Fastenal.com is a state-of-t�e-ar� transactional
website has�ing the aniine ca�alag with visibility and access to:
• Descriptions
• Imag�s
• Producf Specifications
• CAD Drawings
• SDS Sheets
• Contract Price
• Shopping Cart
• Order History
• Producfi Availability
• Order Templates
The website is auailable from a tradiiional browser and �ia a mof�ile
app for use by the Purehasing Ent[ty that may be away from an office.
Contractor offers punch out solutions to fh� Pu�'chasing Er�tity that
requires them.
3.4 Contractors point of canfact information:
Contractor can be contacted at:
Toll Free: 877 507-7555
Emai[: nasposupport(a�fastenal.com
Website: www.fastenal.cominaspo-�afue-point
FAX: 866 664-'� 246
NA5P0 ValuePoini MasferAgreement 33
Remit to:
Fastenal Company
2001 Theurer Bl�d.
Winana, MN 55987
3,5 E- Commerce and Web Catalag Capabilities:
(1) Display contract pricing and multiple search options from narraw
opfions �o specific search crit�ria:
Contractor al[ows the Purchasing Entity to s�arch and filter by the
foliowing attributes:
• product categories
• descriptions
• key words
• manufactures
• manufactur�r part numbers
• industry part numb�rs
• campetitor part numbers
• c�asfomer-specifiic part numbers
• �reen products
(2) On-line ordering capability:
Contractor hasts a s#ate-af-the-art transactionai website to process
online ord�rs. A[I orders are pracessed thraugh your lacal branch and
sales r�pres�niativ� prou�ding quick canfirmation and seamless
fulfillment on Products. The Purchasing Entity can arder catafog it�ms
online through multiple time-saving functians.
• Product Search
• Custamer Qrder Templafes
• Electronic Quotes
• Fast Order Pad
• File Upload
(3) Order status and order tracking capabilities:
The Purchasing Entity can see the status af their orders a� any time
during ��e order process. The lacal branch can �ravid� tracking
infflrmation on branch-de[i�erec[ parts and 3�d party fracking numbers
are made a�ailable in status updafes wl�ere applical�le.
(4} Order }�istary:
The Purchasing Entify can uiew �}�eir history of orders placed anline.
Order history can be r�ordered and edit�d far future ttse an� commonly
ordered i�ems can be saved into arder templates for �ase of re-
ordering.
In aclditian �he Purchasing Entity has the pawer of FAST 364° fa re�iew
their sp�nd and ��al�aate it by time period, category, and location. The
NASPO ValuePornf Masfer Agreemeni 34
Purchasing Entity may search for ifiems previously purchased artd
utilize the data to see where �he product went and t�e price pre�iaus[y
paid.
(5) The Purchasing Entity can deve[op personal lists and profifes, and a
secure means for storing procurement card information:
Contractor's website offers user profiles and user hierarchy. Each
Participaiing Entity can manage and store account information sueh as
shipping and bi[iing locations, along with encrypted and secured
pracuremen# card informatior� on a PCI Compliant website. In addifion
to storing card infarmation, the Purchasing Er�tify can a�so store their
fa�orite items in an order femplate or their frequentfy shipped to
locations in My Addresses.
(6) 4n[in� help to use site shoufd be available at minimum during
normal work hours.
Support is a�ailabfe from both the local branch and a d�dicated or�line
support tearn. The Customer Service Center will be staffed from 8 a.m.
to 5 p.m. in every time zor�e of the Participating Sfates — talE free at
877-507-7555.
E-commerce support is a�ailable tofl free at 877W507�7555 and
webhel�(a)faster�al,com.
(7) Technicaf data, illt�straiions, Safefy Data 5heets (SDS), parts
availabilifiy, and access to web-based produc� sourcir�g is required:
All products cantain technical information in the form of product
attributes, product descriptions, and detailed notes fields. This
infarmation can guide the Purchasir�g Entify by the type af product or
the specific application of fhe prociuct. Many praducts contain CAD
Drawings and "Product Standards" infarmatianal PDF sheets which
contain technical data such as chemical, mechanical, ar�d performance
infnrmation. The SDS sheefs are a�ailable in the product detail page af
the correspondirtg product. Addiiior�ally, fhe "Suppfy Chain" section on
websi#e shows avaiiabilify at the ]ocal Fasfenal branch. AI[ products
�isible on FasienaPs we�site can be sourced in �arious manners.
{8) A[iow viewers to view on line product a�ailabilify by location.
All standard parts dispiay product avaiiabi�ity information and an
estimated delivery range. When the Purchasing Er�tity is logged into
their branch account, inver�tory from that branch is �isible on the "My
Branch° tab so they can easily shop the items t�tat are a�ailable for
same day pickup or deli�ery.
(9) Ability ta block certain items or categories.
NASPO ValuePoint MasterAgreement 35
Products or categories may be restricted firom purchase. Restr�c��d
it�ms will be displayed as restrict�d at�d the Purchasing Entity is not
allaw�d to purchase the items.
(10) Ability to accept "P�Card" payments.
Cantractar has the ability to process Visa, MasterCard, and Am�rican
Expr�ss Ll, LII, and LIII transactions. ,
3.6 Elecfronic ❑ata shall b� siored for each Participating State in the
following ways:
The elec�ronic information for each state is securely storecf and
administ�red wifl�in �arious systems incl�ading point-of-sa[e (POS),
cantract management, and sales management system. All data is
managed in accordance with Fastenal's cyber security �ratocols.
Can�ractor has a Business Cantinuity plan ta autline their arder
processing and product distribution processes to accommodate such
an e�ent. This plan co�ers all aspects af their business, ineluding
corporate aperations, distribution cen�ers, and branches. Due to th�
sensitive and confidential nature of th� iechn�[ogy controls and security
measur�s utilized, a more detailed d�scri�tion of their security
protocals can't be provided.
Contractor's approach to information security is �ased on a philosophy
of continuous improvement that is informed �hraugh a risk-based
e�aluation of the peaple, processes, and technology used to safeguard
our sensitive data and sys�ems. Con�ractar utilizes uar�ous infarmafian
technology securi�y contrals and processes to support operational
acfivities ir�cluding, but not limited �o: security and computer op�rations
management, service delivery and change management, secur�
software de�elopment, vu[nerability management, strategy and
planning, end-user computing, internal s�curi�y audit, configuration
management, risk mar�agemenf, incidenf response, disaster recovery,
and business continuity planning. To ensure robust adoption of sound
information security princ��[es and governar�ce, Canfractor has chasen
to align with industry best practice s#andards and frameworks such as
CIS, N1ST, 1S0, and PCI, where app[icable.
3.7 Forced Subs�itu�ions
Contrac�or will not concfuct farced stabsfiitutions. The local servicing
branch will work directly with #he Purchasing Entity ta id�nti�fy possib[e
equivalent substitutions which will satisfy the Purchasing Entities
needs.
3.8 Contract Management:
Contractor's Contract Managemenf team h�lps implement contract
NASPO ValuePoint MasterAgreemenf 36
terms, conditipr�s, pricit�g, artd time lines for de[i��rab[es s�ch as
reporting, rebates, and additionaf discounts (if any}. Contract
Management works closely with Confiractor`s Vice President of
Go�ernment Sales, the VP of Contract De�elopment and Support, and
t�e Director of Contract Management. The Master Agreement will be
managed within Cantractor's carttract management system, a
prapri�tary database that manages pricing, �'OB ferms, rebates,
r�porting, and other rele�art� terms.
The Contract Management team wif! be responsible for ensuring that
the contract is correctly administered. The Contract Management
System administers the Master Agreement (incfuding any participating
addendum �nique terms, fees or reporting) to the Fastenal branch
account, driving compfiance �ia the Fastertal branch �oint of safe
(POS) system. The Contract Management team wili also manage fhe
administration of contract amendment(s), extensions, price updates,
and other administrati�e correspondence.
Cantractar will provide all trair�ing specific to contracfi utilization, onlir�e
ordering, product de[i�ery, product returns, EPPs and customer service
processes at no additional cost.
3.9 Shippir�g:
All shipments are ta be delivered dir�ctly
depa�kmentldiuision address. Ail shipments shafl
label �hat includes at a minimum fihe following
outside of the package:
Purchasing Entity name;
Delivery Address;
Purchasing Entity and floor;
Contact; and
Telephone number.
�o the purchasir�g
include a packing
ir�formation on the
A packing slip shall also be inciuded with each shipment, whic� shall
include at a minimum the following information in no particular arder:
�.ine item description;
Date ordered;
Quantity ordered;
Q�antity inciuded in shipment;
Any backordered items;
Unit Price and extension;
Number of parcels,
Purchase Order Number;
Purchasing Entity name; and
F.O.B. Destinatior�.
Con�ractor ensures that ifis Packing Siip references information
impor�ant to fhe Purchasing Entity, including afl of fhe fields iden�ified
NASPO ValuePoint MasterAgreement 37
abave. Furt�ermore, Confractor's product descriptions and part #s on
�h� Pac�Cing Slip match exactly fhose on the product labels mak�ng for
simple r�ceipt ar�d �alidation processes by t�e P�rchasing Entity.
Contractor can additianally identify the Purchasing Entity's i�em #, a
customer's P.O. line number, and other rele�ant infarmation on the
Packing Slip.
Cantractor's prices for all items associated with the Master Agreement
are FOB Destination anywhere within fhe Par�icipating States or
geogra�hic area.
Exception to FOB Destination:
1} ltems not in-stack at the local branch or nat in-stack at the
Primary Distribution Cen�er for AK, HI, PR, & GU.
2) Saurced items and orders requiring special �andling or
expedited shipment. ltems requiring an exception wauld b�
communicated to the P�rchasing Entity prior to acceptance of a
purchase order. Approued charges would be prepaid and billed to
the Pt�rchasing Entity.
Specify Guaranteed Deli�ery Tim� for In-Stack ltems. Contractor's
guaranteed delivery time for In-stock Items do�s not exceed 24 to 48
hours. Deli�ery times in AK, H1, PR, and GU may differ.
Specify Guaranteed Delivery Time far Nan-Stock Items. Confractor's
guaranteed �Ielivery time for Non-stock ]tems does not exceed 10 days
from the dat� of order. Delivery times in AK, HI, PR, and GU may differ,
3.'10 Reporting Capabilities:
The Contractor shall provide information on al{ reparks that are
a�ailable wifho�at charge, to i�clude a brief description of the repork ancl
the freq�ency. The Participating States may have additionai r�porting
requir�men�s. Cantractor commits to pra�iding consolidated reporting
to the Purchasing Erttity at frequencies fhey require or as reques�ed.
Typical reporting inc[udes, but is not I�mited ta:
• Net Spend Report — showing spend per acco�ant under the
con�ract.
• Usage Detail -- shawing [n�aice le�e! part detail for each accaunfi
under the contract.
• Concept Spend — showing confract spend within sp�cific produc�
categories.
• Ex�cutive Summary Report — multi�facefed contract le�e[
dashboard re�ort including tofal spend, spend by product
category, sper�d by ag�ncy type, accounts recei�able, spend by
indiWidual account, cost sa�ings (freight saved, invoice dollars
sa�ed, previous price paid, receiuing disbursement, inventory
management, PO rec[uction, ex�ra �alue seruic�s, other savings,
NASPO ValuePainf MasterAgreemenf 38
vendor reduction, product source, emergency services, kiting,
committec� in�entory, material su�s�itution), inactive accounts,
spend by account specialty.
• Rebate and Administrati�e fee reparts
• Supplier Diversity re�orting
• Environmentally Preferred products reporting
• FAST Salution reparting
• Workflow ma�iagement reporting �ia online Catafog
Reports pro�ided in Excel format unless othenrvise r�ofed. Contracfor
does r�o� charge money for ar�y reports #o the Purchasing Er�tity, and
will wark with each requesf ta try �o meet the Purchasing Eniifies nee�s
if the informa#ion is not already a�ailable.
The Purchasing Entity has access to orders placed via fhe website or
through punch ou� on �heir accounf on fhe web. These orders can be
re�iewed by order or item category for easy reference.
3.11 Sustair�abilitylEn�ironmenta! Practices:
(1) Contractar is self-certified to the international standard for
enuironmental management systems, 1S0 �4001, and canducts
annual audifs to e�aluate our performance and recommend f�t�re
initiatives. Cor�tractor has a Green Policy Stafiement and a copy is
attached hereto as Exhibit F.
(2} Product Take BacklEnd of Life:
Produc�s with recycling solutions are clearly identified in
or�-line catalogs and on website with #he symbol to the �
right. Cantractor current[y affers recycling solutions for �� .�
lamps, ballasts, mercury-cantaining devices, batteries, ��
printer cartridges, and persanal protective equipm�nt.
Ink & Toner Cartridge Recyclir�g — Contractor also offers simple,
canvenienf recycling af prinfer cartridges. I��t us da the wark for
yo�a; it's easy, quick and fre�.
RecyclePak� -- When the container is full, simply ship i� out -- it`s
prepaid. Contractor offers a wide range of RecyclePak packaging to
meet your hazardous material recycling needs.
Copy of Confractor`s Recycling Programs are attached hereto as
Exhibif G.
3.12 Vending Machines:
Confractar offers these services, See Exhibit B-1 Vending Machine
Offerings incarparat�d by reference.
NASPO ValuePoinf MasterAgreemenf 39
Contractor's �endit�g machines are a �alue-added service that the
Purchasing Ent�ty can use to source praducts. Confractor's local
branch manages the sourcing, pracuremenf, delivery, and, if required,
the in�entory management of th� sourced praduct as part of a Fas�enal
vendor managed in�entory solution.
3.13 1115��11�{lOn, if applicabEe:
Contracfor's ability to pra�ide insta[lation services of produc�s or
ec{uipment that a Participating State may cl�ose, if applica�le to its
State ru[es.
Contractor has dedicated Implementa�ian �eams throughout the U.S.
and with mare than '! 52 implemenfiation specialists ov�ra[l. This
natEonwide dedicated team of implementation specialists wil[ pro�ide
installation services for shefving, racking, bins, dispensers, �ending
machines, and other items rela�ed to the product line.
3.14 Sourceci Praducts, if applicable:
3,'14.1 Contracfor saurced products is a product which is not currently
[isted in the suppl�ers contract catalog or on-line ard�ring system af the
time of order receipt but is capable o� being suppli�d through the
Contrac#ar, if applicable fo the Participating State's ru[es.
Confractar's sourcing model is a �alue-added service that is ofFered to
the Purcl�asing Entity to saurce products. T�e local Fastenal brancl�
manages the sourcing, procurement, delivery, and, if required, fhe
inventory management of the sourced praduct as part of a Fasfenal
vendor managed in�entory solution.
3.'[4.2 If the Contractor is capable of supplying sourced products they
must be direct line extension products which ha�e a similar item to an
established product category ar�d the Con�ractar must already have a
publicaliy recognizeci b�asiness partnership with the "brand," if
applicable to its Participating State's rules.
Cantractor's sourced products are a direct line extension of the product
off�ring consisfing of thousands of �endors with whom Contractor has
deve[op�d a publically recognized business relationship around
promoting and de��loping the brands representati�e of the Contractor.
3.�5 Vafume Discount:
3.15.1 Contractor understands that the Purchasing Entity may, firam
time io time, ha�e unique purchasing needs requiring �he purchase of
products in a �olume not related to ordinary pt�rchase volume.
Cantractor will assis� tl�e Purchasing Entity by identifying artd passing
NASPO ValuePornf MasferAgreemenf 40
or� the additional �alue which may be obtained through reaching a
volume purchase. The �olume discounts wil[ be negotiated between the
6ocal Fastenal branch and the Purchasing Entity based on marfcet
conditions.
Additionally, Contractor offers each Participating Sfafe and polifical
subdi�isian the apportunity ta negofiate a°Custom Market Basket°
program. This program allows the politicaf subdivision within a
Participating State io negotiate addEtional items to be added to the
market baskei and negotiaie additional discounts to be a�piied to these
items. The Ct�stom Markei Basket may be re�iewecf annuaily and
updated as required. All Custom Market Basket items will fall within the
scope of the Master Agreement and participating addendum.
3.15.2 Contractor offers an additional cumulative ordering �alume
discaunt �f �atal cumulative product spend, as repor�ed under fhe
Masfer Agreement (inclusi�e of all Participatirtg En�ities within a
Participating State) exceeds the volume target established in a given
contract year. The additional discounfi will apply to all product category
discounts offered in Exhibit B-2. The volume discount excludes market
basket priced items. Additional discounts resulting from meeting
cumulatiue ordering valumes wil[ be effective no iater than the 1 st day
of the 14th month (aliowing a ane-manth evaluation period) of the
contract for the second year of th� contract and run for 12 cortsecuti�e
montl�s, at which time spend for the nexfi year will �e e�aluafed for
minimum spend requirements to achieve the additional volume
tiiscount continuation. The maximum additional discount for the life ofi
the contract is 3%. The Cumulative Ordering Vofume Discou�t will be
adjusted each contract year to coincide with the 1%, 2%, ar 3%
discount achie�ed.
Illustration:
NASPO ValusPaint MasterAgreement 41
3.15.3 Additional Volume Discoun# for Minimum �rder Quan�ity.
Canfractar provides the Purchasing Entity wi�i� th� addi�iana[ �al�e of
no minimum order requirement. The cfisco�nt structur� provided by
Contractor gi�es each member the purchasing strength of th� a�eral[
eontract �olum�, reducing the need for concern about consolidat�ng
orders. However, as unique s�tuatians occur, Contractor provides the
Purchasing Enfity the apportunity to capture the �alue derived fram
consolidating operations. Cantractar wilf prouide savings extracted from
th� opera#ional efficiency of �o[ume purchase to the Purchasing Entify.
3.16 Disaster Recavery:
Contractor shal[ pro�ide an emergency pr�paredness plan to aid States
during an emergency ar disaster recovery with speci#ics as �o response
time, supp[ies a�ai[ability and other goods and services that is offered.
A Participating State may request hard capy and link to Corttractar's
emergency preparedness plan an its website.
Contractor to provide leaci stat� with hard capy and websife linK na later
than July 15, 20'19.
NASPO ValuePoinf MasterAgreement 42
t�MENDMENT No. � Yn
�VIA.STER AGRE�N.CENT# 8497
I. This is Amend�et�t No. 1�o Master Agreement #8497 dated A�ri125, 20l $; as atnendad fromr tii�:e to
time ("Master Agreement"j between the 5tate o� Oregan, acting by and throu�h its Department of
Adcninist�'ative Services,. Proourement, Serviaes o�ce ("DAS P,S") o� b�half of'thie �netz�ber sta4es of the
NASPO ValuePaint Coopet`ative Purchasing Program. and Fastenal Company hereaft"er calTed
"Cont�actor." This amend►rien� is effeciive on the date it has bean sip,ned 6y both parties.
II, Tt�e Master Agreement is hereby amended as follows;
Tha purpose of this Amendment zs to revise �xhibi� B Market Bas�eet p�cing due to. misealculation. of
sd�ne U�tits of Measur�imient (UOM} izi tl�e exhibit. TIie Exhibit B of the Master Agreement �s here�iy
replaced with #he attac�ed revised E�ibit B Market �askat Pr�cing I�-24-2Q 1$.
Il�.. Except as exp�c:ssIy annended :abo�e; all othet� terms and conditions of ths h�aster Agreeinent. are st�Il
in fuli farce and affeet. Contractor cerki�es that the represeritaEions; warranfiies and eertifications
contained zn th� Master Agreerneut are txue and carrect as of fitie effective d�te of this ame�dment a�.d
with the same eff'ect as though made at: t�ie iime of execuf on of the Master Agreement.
Certification: By signature on this Amend�nent, the undersigned hereby certifies under penalty of parjury
that the undersigned is au#horized to act on behalf of Cor�tractor and that s/he has author�ty and
lcnawledge regarding Cantractor's payment of taxes, and to the bes# of her/his knowledge, far a period of
❑d fewer ti�an six caiendar years preceding tl�e Ff�ective Date of this Aznertdment; Cnn#ractor has
iaith�lly b.as cqmpli�d wii#� and is not in v.io�ation �_`^ ki} a1l tax lavrs o� th,is stat�, including bixt not
limited to OR� 305.620 and �R;S ch�pters 3 ici; 3;?, •r.�c� 31:8;(ii� any taY. pxovisions imposed by a
palitical subdivisian of this stata that applied to Cc�r�i.r�e��r, tc� Con#ractor's property, aperations, recei�ts,
or income; or ta Gantractor's p�rforrr�ance o�" or co�npensaf��n for any worl� perfoz�ec� tiy �antractor; (iii)
any tax �rqvisions iinposed by a politic�I subdivXsion af this state that appiied tn Contractor, or to goods,
servioes, nr property; whet�er tangible or intangible,, provided hy Cnntractar; and (iv) any rules,
regulations, chartex �rovzsions, or ordinances that im�r�ementefl or enforeed any o£tha foregoing tax larvs
or p�raviszons.
�
Namer
�'�4S'�'ENAL COJ.YlPANY:
� _
�_v_� �I�s __ _ �� �� r �
T�t��:
IlEI'AR'x��NT �MIl�fIS�'�tATIVE� SERVIC�S PROCURENiEi�TT S�RVI��S; On be alY of
fhe miennbex sia# oi ti�e A.SPQ Valu in �noperatrva P�r.chas'r..ng Progxam; �
� �.� /�-- �� r��°� � �
Approved By: �
Naene: �" xi#le: Daie
APPRO'VEA 1'URSUAN'Z' xO�RS 291..0�t7; bv Kare�t._:Tol�nson; Sr Assista�t Attornev Genera,l, ;,_via
email dated Nnvernber 6, 2418
Master Agrecment 8497 Amend ! Page: l
.A��NA�h�NT Na. Z �a
I��ST� �LGRTEIVLEN'�;� �4�'�
�. This is l��n��drr�ent �+to. 2 ta Masi�cr A�gt�emc�z�t �84}7 �at�d Aprii 2S, 2D� $, as arr,cnd�r� ��?a tir�e to
�im� (�`It��s#er A,greo�non-i'°) bc�ur�en ��ha S�t� c��` C?regc�M, acfin� by az�d i�ir.ov;�i �fis T�e�rartm�ni of
�f�ikl.!'f115'�I't�.�7Y@ S�f'i�1t�E5� �'rocurer�tent SarvicQa af�xc� ("�7,A ���r) on �r��r�1� �r�'�� naember s�ic� cs� thc
NA��'(� Vai���i�t �oc����-ative ��rc�ssin� Prngram ��i�. F�,sGe��al Corr�pan.y ��reafl�r ca}I�d �
"��r,�ra�:�," This aru�r�dr�,��t i� c,�ccti�v� on ��e �abe �i ��s b��n ���rted by bot�3t�at�ie�,
I�. Thc �Ca.,#�t' A,�r�er��nt is h�r�by amen��d. �s i�c3lYows;
The put°pn�e c��` �t�'t� .�ltt3endm�nt is �a r�vise �'.�Er[�� �-I Ven�iin� ��hin�s to ��a�t'ptrt� ti�e 8497
F11�'� �viu�iv�s Agr�re�c�t Form !�y r�f�r�a��. T�e ExhiY�#t ��1 r�i thc M��t�r A�reemer� is h�r�by
mC�d��ed, as �et for�h in th� i�,�vised �ii�it 8�1 V�din� M'��hi��� J2121f2018, �ttach.ed h�reta.
�, �xc.�pt s� expr�s5ly axn.snd�d �r�v�, at] at�iar xarrcrs �.n,c� c��nditior�s of th� Nl'�.�ter A,gr�r��r� �ure still
�� �Ji l.��r`i�! ��� frLLG4t. �{Mi�Lla�iCQ� �il4lAl�ir� L1�EG4 4LI�e �'.��..�.t''.�L'SL�Q��4p ����.��j�J ��1 �ii�.3ilt'i21�7�+nV
�t�z�t�na�i in the lv��s1'£x hk,�e�me�t are tr�� a�d ec�rr�ot �5 a� ti�e �#�'ec�ive r�ai� ���` this arct�radme�t a�zc�
Arl�}'1 t71C w�$t'�l.E 0��$C� �i.S ��.1Qll�I7 T�7�1C�� A� �E1� '�i]Et10 �� �X�Ci�t.�[RTI i3� �}l� M�8.5#�i' ll.��ltle�l�.
C�rti�catian; By� signa�ut'e �z� �ais Arr��ndme�t�, t1.�e �st�dec�r>��e� hesrai�y cart�fi�s �md�r pe,rt��ty �f per�t�r�
t�►�� th� t��c�t�i�.n�d is au�ari�cd t�p au� �n b���al� of Confiractor �d t'�C s/�e 1� at�hot�iy �nd
�c�wled.�o r��arding Cantracix�r's pa�n�nt vf'fz�;�es, �tnd tr� thc b�� c�f �C��-Ch.ts �cncrw��dge, t'ar a. p�rf�sd p�
nc� ��w�,:� t'�.ai1 si�c c,�l�ns�ar ,y�ars p��c�din� tt�e ��eotiv� J�a'�� e� xtiis Amend€nen�, �o�'tt`ac�r 1�
�&,i�lly has eart��3ied. vSrii�� �ad is n�t in �vl��a�srt cr� (i� �il tax laws �'(� f��� sG�.+�� in�lu�in� iau# c�ot
I�en�l�d i:o i�R� 30�.�i2�3 �nd C31� c�p�rs 31�} 3�7, att�i �1.�,�Y�} �a.xy t�x provfsisms irrr�crs�. 'b� �
pc��iticai,�e.�isd.iv#�i�r� ��t�ais ��.te #��� app1��� �o �an��ac�r, tv �ar�tractar'S �'��', op�ratio�, reccip#�,
ta�' fn�ortt�r �C �:Cs �t�t�.tr�tcat'°s p�rfotYr�st��� t��'aT' �4t�zp�tls�tio�1 '��7t� �.t�y W41'k �ez�t��ra,e� by '��t�c�¢�; (����
any t� �rr�vi�icrns imposecl by �. po�it`rc�[ su�c��visic�n o'Ft,�is st�te �at �ppti�d i� �ontra:�t�fi, or C� gooc�s,
s��vic�s, ar propar�, v�he�l�er i�n�bic �:r i,z�k�z��ible� pza�dcd by C�t�t���nr; and (�v) as�� t��.1es,
regc�lats'ims, al�arter pr�visions, r�r nrd��.�c�s th�at �mplem�r�x�d rar a�.fr�rc.�s� �any ofthc i'c�regofi�� �� �.aw�
ar pr�vi�ipz��.
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M�star Agreetn�r €4497 �Yner�d � P�go 1
AiVi�N,[�:C4'���TT 1�+To. 3 t�
ML�i.5TE1� A��.���4!I:F:�'# Sd�7
.�. 'I"k�a� zs .4rn�ndmc�t N�p. � t�z Master Agr�c�n�nt �$4�7 d�i� ApriI 25, 2Q� 8a $,'S ¢T�I�F.i£�� �T£7lT1 �i13'1e �(�
ticz�� ("Nia��►' I��zn�rn"j k+etvve�n t�� State �►f C�r�,g�a�� aeta�n� i�y artc� �h�h its �i����.i o�"
l�c€r��zs�ti�s+e ���s, �,r+�ux��trt ��rvicc.s +�iC�c� �"�1�.� �") t�n �t�7FoFth� mezr�b� states o:['�la�
l�A�P'C� Va1u���,��t Cc�p��ve ����Sng F'ra�am anr� �'�#e7'ial Compsny ����r c��led
"�o�i�e�c�r." Tlxis atner�frri�r�t as ��'eativ� s�n the da�� it �as L���n s����, � krt+t� par�iss,
�� Ti�� Iv�a�#� �►�re�z�+�.t 'ss I��by arr��n��d as �c�il�wss
��er.t�.�r�rr���: #�4�7 t�fm i� it��y��nd�d ta� Jur� �p, ��2�.
i�X. ��c�spt as ���,fis�3' a��dc�Q abe�v�� �1 t�t�er �s�tts a�d ��c�itic�ns �fthe �ast�r A.g€��em�nt � st�l.�
�n fia.[�, fo�rc� �nd eff�ct. �o��`a�ctor ��rtr�i�� tt��.t �e rep�scrrta��c�ttst r�arrar�i�s �r�d �rti�icax�c��s
coni:ai�aed i.� E�e �'aster �I.�r�eme�t src trr�� a�d c�sr�oc� ��� ti�� eff.�� datc v� �is �rr�en�rr���t �r�d
wi�� tl�� sam� �'F�e�t as tr�cwgh made 2� tl�� i�na� af ��cc�ian �rf th� Ma���.r,�,�em��.
��rta��a.ti�ri: �3y �i�,saaiur� c►ta tfaxs A,rr�er�drr�en� �,� v�der�i�ed h��y �ertif�ss und�r p�.n�ity +�i perjury
tY�st t� �n�dersi�r►�d i� ���+riz�c� �c� ac� rm b��IT of �r�trac#�or an� t}�� s�e l3� aerti�pz�'ty a�d
knvv�+i�d�e r�garding Co�t�ator's �aym�a� o�'ta�r�s, ar�d t� t�� h�st nf herl�"r� �now���, �ox a p�ad �+f
�o �ewer t��r� si�c ��ez�dar �e,�r� pz��r,.�din� #t�� E�'�c�vs 17atc o� �t%s Atncr�drrt�rat, �c�z�tra�tar �as
#'ai�Y�fuiiy b� rc�r�pli�d vt�it'h �:�rc is nat ir� vi�rla.tit►� o�: (i� �,ll t�x �aws �f,'�thi� sta.t�, i�ciudi� lazrt not
FErnit� to (�� ���.�A and C�'�.� ��,pters 31 C, ��7, ��1 S;{ii) ar�y t�� �rn�sic�t�s irnpns�d t�y a
p�Iiizc�l �ui>ctz'vi��icsrt oifhi� ��.t� �at appiied tt7 Ctmif�a�tOr,1:�3 Co�tr�ctYar'� �Dp�rt3', v�ra�itm�¢ rer�„�i�s.
r�r ina�m�, ar t�n Cn�t��pr's p�r�nrm�ce c��' c�r carr��p��zs��4n far �np �v��c �rfcrrrn�d � Ccrn�ra�t�r; �#�a�
ar�� t�,.provisic►�i� i,r.rrpt��e� by � poiits�zl s�l�divisac�n �f this sfat� t�i� �p�1�e� �a �e�tt�a�t�or, err to ��aacls,
s�rvi«s, €ar pro�rty, �rh���er t,��'13ie or fnt,ar�gib��, pr�icicd by �ontr�ctc�; a�� (ivj arcy �ru��.
re�Z�ac�'as, �h�r �rovis�orts, �r ���in,�� '� �r�pl��cnt� d� er�fa��ed an� �;¢"#%� �'c���it�g �t� lavus
t�rprc�vi�ipl��_
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�Eb�e mernher . � e 1�.��C� ����e�'c��nti �r����r���� �u�r���sir�� �rv�r��:
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APP,1R[�V�l� P'k7]��i��`�'G ��� ��t�,{y.�7: �i�t Reat�ir�d as_�r C}Ai� 1.37-�4�-OUS.t�
M�stex �grccm�s�t $4J7 Amc�d 3 '
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AMEND117�+ �T Ncr. 4 #�1
1VX�ST��.t tiGItCEMEN.T� 8497
�. Tliis is Arner�dmeni No_ 4 to Mast�r Agrecrncnt �R4�7 d�ted �,pri] 25> 2018, as nmend�d �c3tu tim� to
tirne {"Master 1.1.$z'eainent") betwcett L11� 5t�t� oi Oregvn, �ciing by an.d it�.raagl7 its I)�p�rtmcnt q{'
1ldmini�tr�;tzve Serviocs, Prnactrem��at S�rvic�s nf�ce {"T.��I.� �'�") vr� l�e��if of tl7e me»i.b�:r �t�t�s nftlle
N1�S�'D Vaiuel�o�nt Coo�sr�tive �L�rchasit�� i�t��arn �,nd �"�stct�al Cdirt}�ai�y hercafl•er n�11cd
"Cnnkr�.cto�t." This �.mencimenf i� �ffective on the da�� i1: lia5 b��r� signed by both pat'�ie�.
II. The Master ,r1,�`e�ment is hcrcby �merided as fo�lows;
Coniractor X��e�estin� pxi�e incr�as�. S�AS 1'S h�s apprqv�d #17.ese rec�ue�ed ahat�g�s tl�era�ore the L�xhibit
FS M�,ric�t $flsEcet Pr.ic� 5heet af il�c M�ster A.greernent is her�by .r�placed with [hc �.tc�€a���d revised
Exhfi�it k3 M�,rket Ba..�ic.et k'riea Sh�et. 'Fhe �,rice� s�t foi�th in the Revise� F�1�i�it I� b�c�rne e:f�F.ecCz�e bn
Iuiy I, 2019.
��. �xaepe as �xpres�ly rs�ner�d�d ��bave, �.li ot�l�cr i�cros a�7d cnnditions q�'t[�� M�sier A�,reement are 9�:i.1�
i�t full f4rcc and ��ect, Cantractor C�z'ii£i�s th�k thc repCes��tiations, warranti.cs 2��td certifcatinns
cont�ined in f.�,� Mast�r Agrcement are true �,nd aq�-rect as of tl�e effective ctate o£ tlits amendment ttt�d
with tSie same s££ect ��5���,E�h ��nade �t thc titr�� b£ e:�ecuticrn af thc iVta�t�r A.�reerrient.
�crti��ativn: By ssgnat�ar� on t�is Arrrcr�dma�i.t, t1�e unc�ersigned hezeby cerG[�es tis�dcr ��tt�.lty of perjury
tl�at the t�ndersi�med is �uthor,�z��t irs act on Fichal.�" af Contr�ctor and tliat s/ho h�,s a�.�[ltority artd
kncswled�� regr�rding ConEra�tar's payrn�nt b�'#axes, �� ta t�£ �,�� o£i,�xm�� krtp'�v1�d�e, �or � period of
t�� few�r than six calendar years pr�ceding tl�e ��fi:'e�.Cive Date of this ,�,menci�ner�t, Cpntraotor l�as
f�i#hfi�.11y l�as complied w{t1� and is r�at in �vio[�ii�n of: (f) all tax �a.ws af this statc, i�tc�u�ling but nat
�1.rt3,11t�1� �4 ORS 345.G20 and OR� a���ters 316, 317, an� 3.[8;(ii) �y #sx prdvisznns impased hy a
politiafll aubt�ivision ofthis stat� th�t applied t� Co�ttr��tor, to CantraetoC's prc�perty, ap�rati�tts, r�ceipts,
or ittcotts,e, o€ to Contraator's performancc o'� o�' cbm��r�s�tinn for any work performed by Cnx�tx�ctnr; (iii)
&t].j� t�:C �31'OV1S1DilS 1rit}��552{� Yiy fl �70I1€1C�j SUI3C�1V1&1Qf1 0�1.'�714 5t�'��'��1&'� Fi,j3pi[Ed $0 CQi1xt`�G��Yf ar t� gond�,
services, or proper�y, wl�ether tangi$l� or ini�ngilalc, pr�svid�d i�y Contractqx; �.nd (iv) any t'��l�s,
regu�ations, charter provisians, nr ordinances that irnplcir��r�t�d or enfarced ar�y of ihe fareg�itt� t�� Iaws
nr �fX4vt5ibn�.
: �'.EAS'�'�NAL CU�+,�PA.lY�':
F3y:
.lYa�x►��:
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��P�RTIV�TI�i�' OI+' AIl.M:�tYISTRA,T�i ��AVIiCF�� ��OCUREM�I�i'�' �ERVIC.�S, O� b�ha �f n�`
f:he zlu�mber s�Rte �'t c N�l��() a1x��eP�int Coo�erative �u�r, ��xs�s�ng Pro�t`ax�x:
A.pprnved �y: l 7 � � � � �
Aate
,A�P�tfJVEA 7'i712�UAI�'
e�n�.ii da.tad M�v 13. 74 3�.
ORS 29:�..0�7: � TG�t`en J'ohnsot� Sz�. Assist�nS At�orne �'r_�t�er�i, via
Masker A,gr�etse�nt RA,97 Amend 4 Pa�e l
EXHIBIT B-1 to NASPO ValuePo�n� Master
Agreement
Vending Machine Offerings
Exhibit B-1 is incorporated by reference
NA5P0 ValuePaint MasterAgreement 43
EXHIBIT B-2 to NA5P0 ValuePoint IVlaster Agreemen�
P�rcentage Off Disco�ant:
Percentage off list per awarded category
Contractor sha[I apply the fol[owing d�scount percentag�s to a[I purchases:
Category
1. Janitorial Equipment & Supplie5 (does not inciude Sanitafion Cleaning Chemicals)
2. Sanitation C[eaning Chemicals & Suppiies (does not incl�,de Janitor[al Equipment & Supplies
3. Fasteners
4. Material Handling
5. Plumbing
6. Power Source
7. Outdoor Garden
8. Lamps & Lighting and Ba[[asts
9. MVAC
1D. Hand Tools
1 i. Power Toals (excluding automotive related tools and products)
12. �fecfrical
13. Paint
14. Security
15. S�fety (does not include any public safety equipment)
Discount
30%
25%
57%
25%
�a�io
3a��a
25%
34%
3E}%
25%
��%
34°/a
25%
�a�ia
3a��o
The Cantractor's Percentag� off Iist discoun� wil[ not be reduced throughout the life of the
Master Agreement except, Contractor can how���r prouide a higher percentage aff list
discount by pro�iding the Lead Stafe a thirty (30) day natice and Lead State approving th�
discount.
NASPO ValuePoint MasterAgreement 44
Exhibit C to NASP� ValuePoinfi Master Agreemenfi
PROViS[ONS REQUIRED BY FEDERAL LAW
Withoufi limiting the generality of Sectio� 15 of the Master Agreement, if applicable,
Contractor shall comply and, as indicated, cause all subconfractors to comply with the
following federal requirements. For purposes of this Mas#er Agreemen#, all references to
federal laws are references to federal laws as they may be amended from time tn fime.
1. Equal Employment Opportunity. If this Master Agreement, including amendments,
is for more than $10,OQ0, then Contractar shal[ comp[y wit�t Executi�e Order 11246,
entitled "Equal Employment Opporkunity," as amended by Executive Or�er 11375, and
as suppleme�ted in Department of Labor regulations (41 CFR Part 60).
2. Clean Air, Clean Water, EPA Regulations. If this Master Agreement, including
amendments, exceeds $1 D0,000 ihen Contractor shall comply with all applicable
standards, orders, or requirements issued under Section 306 af the Cf�an Air Act {42
U.S.C. 1857(h)), the Federal Water Pollution Control Act as amended (commonly
known as the Clean Water Act) (33 U.S.C. 1251 to 1387), specifically including, but not
limited to Section 508 (33 U.S.C. 1368). Executi�e Order '[ 1738, and En�iranmental
Protection Agency regulations (4D CFR Part 15), which prohibit the use under
nonexempt �ederal cantracts, grants ar laans of facilities included an the EPA L�ist af
Violating Facilities. Violations shall be reported to the Participating Enti#y or Purchasir�g
Enti#y, HHS and �he appropriafe Regior�a[ Office of t1�e Environmenfal Pratection
Agency. Contractor shalE include and cause a[1 subcontractors to include in all cor�tracts
with subcontractors recei�ing more than $100,000 in Federal Funds, language req�iring
the su�cor�tractor to comply with the federal laws ide�tified in this section.
3. �nergy Efficiency. Contrac�or shall comply wit� applicable mandatory sfandards
and policies relating to energy efficiency that are contained in the Oregon energy
conservation plan issued in compliance wit1� the Energy Policy and Cor�servation Act
{Pub. L. 94163).
4. Truth in �obbying. The Cantractor cer#ifies, fo the best of the Cantractar's
knawledge and belief that:
4.1. No federal appropriated funds have been paid or wiil be paid, by or on behalf of
Cantractar, to any person for infiuencing or attemp�ir�g to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of Congress,
or an emp[oyee of a Member of Congress in connection with the awarding of any
federaf cor�tract, the making of any federal grar�t, the making of ar�y federal loan, the
entering into of any cooperative agreement, and the extension, continuation,
r�newaf, amendment ar madification of any federa! contract, grant, laan ar
cooperative agreement.
4.2. If any funds ather fhan federal appropriated fiunds have been paid or will be paid
to any person for influencing or attempting �o infl�ence an officer or empfoyee of any
agency, a Member of Cor�gress, an officer or emp�oyee of Congress, or an
emplayee of a Member af Cangress in canr�ectian witl� this federal cantract, gra�t,
NASPO ValuePoint MasterAgreement 45
loan or cooperatiue agreement, the Contractor shall comp[�te and submit Standard
Farm �LL, "Disclosure Form �o Report Lobbying" in accardance with its instructior�s.
4.3. The Contractor shail require that the language of �his certification be included in
the award documents for all subawards at all tiers {including subcontracts,
subgrants, and contracts under grants, loans, and coo�erati�e agreements) and fhat
al! subr�cipients ancl subcontractors shall certify and disclose according[y.
This certificat�on is a material representatian af fact upon whict� rel[ance was placed
when this Master Agreement was made or entered into. Submission of this
certification is a preree�uisit� far making or entering into fhis Master Agreement
imposed by secfion 1352, Titl� 31, U.S. Code. Any person who fails to file the
rec�uired certification shall be subject to a ci�il penalty of not less than $14,00� and
not more �han $'100,000 for each s�ach failur�.
5. H[PAA Compliartce. !f the work perFormed under if�is Master Agreement are
co�ered by the Health Insurance Portabili�y and Accountability Act or the fec{eral
regulations �mp[ementing th� Act {collecti�ely referred to as HIPAA), Contractor agrees
to perform the work in compEiance with HIPAA. Wifhout limiting the gen�rality of the
faregoing, work performed und�r this Mas�er Agreement is covered by HIPAA.
Contractnr shal( comply and ca�ase all subcontrac�ors ta comply with the following:
5.1. Pri�acy and Security Of Indi�idual[y ]dentifiabl� Heaith infarmation. Inelividualfy
Identifiable H�alth Information abo�at specific individuals is confidential. Indi�idually
Identifiab[e Healf� Information relating to specific individuals may be exchanged
between Contractor and Participating Entity or Purcl�asing Entity for purposes
directly related ta tl�e prauision of services to clienfis which are fund�d in who[e or in
part unc�er this Master Agreem�nt. Hawever, Contractor sha11 not use or disclose
any Individually Identifiable Health Informa�ion abauf specific individuals in a manner
that would �ialate ihe Parfiicipating Entity or Purchasing Entify Pri�acy Rules, or the
Participating Entity or Purchasing Entity Notice of Pri�acy Practices, if done by
Partic��ating Enti#y or P�rchasing Entity. A copy of t}�e mos# recent Participafing
Entity or Purchasing Entity Natice of Pri�acy may b� obtainecl from Participafiing
Entity or Purchasing Entity
5.2. Data Transactions Syst�ms. lf Contractor in�ends to exchange electronic data
transac�ions with Par�icipating Entity or Purchasing Entity in connection with claims
or encoun�er data, eligibility ar enrallment information, authorizations or ather
electronic transaction, Contractor shall execute an EDI Trading Partner Agreement
with Participating Entity or Purchas�ng Entity and shall compiy with the Participating
Entity or Purchasing Entity EDI RuEes.
5.3. Consultation and Tesfing. lf Cantracfor reasonably believes ti�at the
Contractor's or the Par��cipating Entity`s or Purchasing Entity's da�a transactions
system or other application of HIPAA �ri�acy ar security compliance policy may
result in a viaiatian af HIPAA requ�rements, Contractor shal[ pramptly consu[t �he
Participating Entity's ar Purchasing Entity's HIPAA afficer. Contracfor or
Participating Entity or Purchasing Enfity may initiate a request for testing of HIPAA
NASPO ValuePoint MasferAgreement ��
firansaction requirements, subject to availab[e reso�rces and the Participafiing
Entity's or Purchas[ng Entity's testing schedule.
5.4. If Cantractor is deemed ta be a business associate of Participating Eniity or
Purchasing En�ity �ander HIPAA's Privacy Rule, 45 CFR Parts 16Q and 164,
Contractor hereby provides Participating Entity or Purchasing Entity with satisfactory
assurances that if it receives from Participating Entity or Purchasing Entity or any
trading partner any profected heaEth informatior� of any individual, it shall maintain
t�e security and confidentiality of such infnrmation as required by the HIPAA's
Pri�acy Ruie, and other applicable laws and regulations. Without limiting the
foregoing, Contractor agrees that:
5.4.1, Cor�tractor will nof use ar further disclose Pratected Hea[th Informatian
otherwise than as permitted ar required by this Master Agreem�nt or as required
�y law;
5.4.2. Contractor wili �se appropriate safeguards to prevent use or discfosure of
PHf otl�erwise than as pro�ided for by this Master Agreement;
5.4.3. Contractar agrees ta mitigate, to ti�� ex�ent practicable, any harmfuf effect
that is knawn to Contractor of a use or disclosure of PHI by Contractor in
violation of the requirements af the Master Agreement;
5.4.4. Cor�tractor will report to Participating Entity or Purchasing Entity any �ase or
disclos�re of PHI not provided far by this Master Agreeme�t of which Contractor
becomes aware;
5.4.5 Contractor agrees to ensure thai any agen�s, including subcontractors, to
whom it pro�ides PH[, agree io the same restriciions and conditions that app[y to
Confiractor with respect to such information;
5.4.6. Contracior shall make a�ai[able to Participating Enfity or Purchasing Entity
such information as they may require to fulfill t�eir obligations to account for
disclasures of such informatian;
5.4.7. Contractor shall make its internal practices, books, and records, including
policies and procedures a�d PHI, relating to the use ar�d disclosure o# PHI
received from the Participating Entity or Purchasing Er�tity or trading partner (or
created or recei�ed by Contractor on behalf of Participating Entity or P�rchasing
Entity ar trading partner) available to Parkicipating Entity or P�archasir�g Entity ar�d
fo the Secretary of the United States Department of Heaifh and Human S�rvices,
for purposes of determining Participating Entity's or Purchasing Entity`s or trading
partners' compliance wit� HIPAA; a�d
5.4.8. If feasible, upor� termir�ation of this Master Agreement, Contractor shal[
returr� or �estroy ali PHI received from Participating Entity or P�archasing Entity or
trading partrters (or created or receEved I�y Contractor on behalf of Participating
Entity or Purchasing Entity ar trading partners) that Contractor still maintains in
any form, and shall retain no copies of such information or, if return or destructior�
is no� feasihle, Contrac#or s�tall cor�tinue to extend the protections of this Mas�er
Agreem�nt to such infarmatian, and limit further use af the ir�formatian to those
purposes that make the return or destr�ctian of the information infeasible.
Subject fo the foregoing restrictions, Participating Entity or Purchasing Entity agrees
that Contractar may use such PHI in the pracess of pro�iding transactior� mapping,
NASPO ValuePoint MasterAgreement 47
trading partner profi[ing and training and mentoring s�rvic�s for Parkicipating Entity or
Purchasing Entity and irading par�ners under this Master Agreement.
6. Resource Conservation and Recov�ry. Contractor shali camply and cause all
subcontractors to comply w�th all mandatory s�andards and policies that relate to
resaurce conserva�ion and reco�ery purstaan# fo the Resource Conservatian and
Recovery Ac� (codified at 42 USC 6901 �t. s�q.). Section 6002 of that Act (codified at
42 USC 6962) requires that preference be gi�en in procurement programs to the
p�rchas� of specific products contair�ing recycled materials identified in guidelines
de�elaped by th� Enviranmenial Pratection Agency. Current guidelines are set forth in
40 CFR Parts 247�253.
7. Substance Abuse Preve�tion and Treatmenf. Contractor shal[ comp[y with
federa! rules and statutes pertaining to the Substance Abuse, Prevention, anc�
Treatment BIocK Grant, including the reporking prouisions of the Public Heafth Services
Act {42 USC 3�Dx through 3flOx-�4).
8. Audits. Can�ractor shall comply and, if applicable, cause a subconir'actor to comply,
with the applicable audit requiremen�s and responsibilities set forth in the 4ffice af
Management and Budget Circ�lar A-133 entit[ed "Audiis af States, Lacal Governments
anc� Non-Profit Organfzations."
9. Debarment and Susper�sion. Contractor shall not permit any person or entity to be
a subconiractor if fhe person or ent�ty is fis�ed on the nonWpracurement portion of the
General Service Administration's "List of Parties Excfuded from Federal Procurement or
Nonprocurement Programs" in accardance with Execuii�e Orders No. 12,549 and No.
'[2,689, "Debarment and Suspension". (See 45 CFR part 76). This list canfains fhe
names o� par�ies debarred, suspended, or atherwise excluded by agencies, and
contractors dec[ared inefigibfe under s�atutory authority other than Executi�e Order No.
12549. Subcon�racfors with awards thai exceed the simplified acguisition thresi�old
shall pro�ide the required certification regarding their exclusior� stat�s and that of their
principals pr[or to awarcf.
10. Medicaid Compf�ance. To the exfent Cantractor perForms any work whose costs
are paid in wl�ole or in part by Medicaid, Cantractor shall camply with and cause its
subcon�ractors to comply wi�h the federal and 5tate Medicaicf statutes and r�gulat�ons
applicaE�ie to fhe work, including but not iimited fo:
1�.1.Keeping such records as may be necessary to disclose the extent of services
f�arnish�d to clients and, upon request, furnish such records or other in�formation to
Participafing Entity or Purchasing Entity, the Secrefary af Health and Human
Services, and as oth�rwise �Iirected by Participating Enti�y or Purchasir�g Entity;
10.2.Comp[ying with al[ applicabl� disciasure requirements set farth in 42 CF'R Part
455, Subpart B;
1Q.3.Complying with any applicable ad�ance direc�ive requiremen�s specified in 42
CFR section 431.'107(E�}(4); and
'i0.4.Complying with the certification requirements of 42 CFR sec�ions 455.18 and
455.19.
NA5P0 ValuePornt MasferAgreement 48
Contractor s�a[l include and cause ail subcontractors to include in all contrac#s with
subcantractors recei�ing Medicaid, language req�iring the subcontractor to cvmply with
the record keeping ar�d reportir�g requirements set forth in this section and with the
federal laws identifiec� in this secfion.
11. Americans with Disabilities Act. Can�ractor shal[ comply and cause alE
suE�contractors to comply with Title li of the Americans with Disabilities Ac� of 1990
(codified at 42 USC 'i2131 et. seq.) in t�e cor�struction, remodeling, maintenance and
operation of any structures and facilities, and in the canduct of all programs, services
and training associated with the performance of work.
'�2. Pro-Childr�n Act. Contractor shall comply and cause all subconfractors to compfy
with the Pro-Children Act of 1995 (cadified at 20 USC sectian 6081 et. seq.).
13. Federal Tax Information. Contractor shall comply with the pravisions a# Sectian
6'103(b) of the Internal Re�enue Code, the requirements of IRS Publication 1�75, anc�
the Privacy Act of 1974, 5 U.S.C. §552a et. seq. related �o federal tax infarmation.
14. Educational Records. Contractor shall comply with �he provisions of the Famiiy
Educational Rights and Pri�acy Act (FERPA) {20 U.S.C. § 1232g; 34 CFR Pa�t 99).
NA5P0 ValuePaini Master Agreemenf 49
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EXHIBIT E to NASPO ValuePoint Masfer Agreement
Contractors Branch Listings
Exhibit E is incorporat�d by ref�renc�.
NASPO ValuePoint Master Agreement 53
Exhibit F- to NASPO VatuePoini Mas�er Agreement
Green Policy S#atement
waste, creating effciencies, and continuous iinprovement. Our green approach is to continuously impxove our green
aredentials, with smart resource use and aptimized distribution routes representing two key axeas of foc�ls
contrihuting to overall coinpany sustainability and respansibility. Our gE•een approach is also alagned with our
government contract campliance processes,
Tt is our mission to operate our business wi#h mini�nal environrnental impact and he]p our custamers do the same by
offering green products and services to help them meet their sustainability needs and goals. This mission comprises
the folIowing initiatives:
• Estal�lish a green product offering from key suppliers for national distribution and clea��ly 3dentify those
products in our marketing anateriais, incfuding our catalogs, brochures, proinotions, and website
• Offer recycling pro�,rams for lainps, ballasts, �nercury-containing de�ices, batteries, printer cartridges and
PP� safety products ensuring safe disposal
• Partner with Iighting specialists to assist in the planning, specificatian and iznpleanentatian of retrofit
projects
• Capture and report green consumption data from customer usage reports
• Receive e[ectronic POs, invnices, and other business documents frazn suppliers and customers whenever
possibEe
• Encaurage our customers to sign up for Electronic Invoicing via fax, einail, or the web to reduce paper
usage
• Offer industrial vending solutions to help reduce wasteful product consumption and redundancy
• Provide locai service and solutions with more than 2,700 branch locations worldwide
What We Are Doin� To
I���t�
NRSPO ValuePoint MasterAgreement 54
Fastenal's green initiatives are a lagical evolution of our lean quality initiatives, which are focused on e[ianinating
• We reuse or recycle most af our incoining packaging materials (cardboard, polystyrene, shi•edded paper,
air bags, etc.), we use corr►posit� pallets and totes for shipping, and our corrugated boxes used for
repackaging are snade fro�n post-consumer ��ecycled co�tent
• Packaging reduction efforts at select distribution centers with our new autotnated storage and retrieval
system {ASRS). Reusable totes are used in place of cardboard boxes wiEh this new system. Fui�ther
packa�ing reduction efforts are also underway for inco�ning, high valume products.
• We reuse pailets, repair when necessary, througho€�t distribution
• Increased use of e-rnail which greatIy reduces the atnount of paper used, business recoi•ds are digitiz�d to
minimize hard copy document storage, multifunctional devices (fnr faxing, printing and photocapying}
reduee energy and paper usage.
• We purchase paper made froin recycled cnntenc, and we recycle our office paper
• We encourage staff and �visitars to recycle bnttles, plastics and aluininum cans by placang cecyciing bins
at strategic points throughout our branches, distri6ution centers, and of�ces
+ We recycle our old cnmputers as pai�t of aur IT replacement strategy
• We recycle o�rr spent fluorescent lamps, ballasts, batteries and printer cart►�idges
• We have reduced the amount of our landfiIl waste l�y finding ways of recyclang waste �naterial, either in-
house or in conjunction with others who ara a61e to use the anaterial constructively
• We have developed e-learning opportunities for e�r�ployee training in conjunction with the Fastenal
School of Business tn reduce miles travaled
+ Fastenal suppoi�cs entities with a ba�i on single-use shoppang bags by offering alternatives such as
recycled paper bags and reusable bags
• Reduced paper usage with electrnnic accounting practices
• Our consumptian of energy is also clasely monitored and we take measures to ensure thaE it is nnt wasted
• Our distribuEian centers have been retrofiEted with energy-efficient lighting systems
• Our headquarters have been retrofitted with L�D lighting syste�ns
• We have a HVAC Pre�entative Maintenance Program in which our HVAC systems are serviced semi-
annually to increase the units' performance and overall efficiency which i•educes energy consuinption
NA5P0 ValuePoint MasterAgreement 55
• Our consumption of fuel is closeiy moni#o�•ed and we take �xaeasures to ensure that it is not wasted
• We utilize GlobaE Inforination Systems to design truck routes that rninimize miles traveled
• Introduced Compressed Naturai Gas (CNG) �+ehicles ira select locations to lower fuel costs and emissions
For more information an Fastenal's greea initiafives, praducts or services, please cnntact
gogreen@faste��al.cnm.
Certified Green Products
Energy S#ar
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Design fnr the EcoLogo Ca�•pet and Rug
Environment I�stitute
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Sustainable USDA �PA
Forestry BioPreferred Wa#erSense
Irtiit'rative
SCS Certified NGMA UL
Premium Environn�ent
_ __ _ _
NASPO ValuePoint MasterAgreemeni 56
Recycling is more important than ever. It turns materials that wouId otherwise become waste into valuable
resaurces. It saves money, creates jobs, eiiminates waste in landflls, reduces harm to the envi�•onment, protects
human health and saves energy.
Adopting green policies and p�•ocedures wil! �enefit yout• b►�siness and most impoi�tantly — the enviro�nent.
Implejnenting a recycli�g program doesn't have to be diff"ic�lt nr expensive. Fastenal car� help your facility m�et
g�een iniiiative goals and do the righ
romnent.
RightCycle by K�mberJ�y=C�axk �'rofessional
With Kimberly-Ctazk's new poz�grarr�, RightCycle, you can begin to soar to new heights of sustainability, even
setting your sights on ze��a-land�lI. This is the �rst large-scale reyciing program for non-hazardous lab waste and
RightCycle can heip turn gioves and garments inta eco-friendly products fike plastic benches and more!
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�:� ittt�?�a�:�� t'.� �.� � �� i.:s���;r,=z h�..
Details of Program
1. AL[ products that go inta the containers need to be Kimbe�•ly-Clar3c products (gio�es and garments).
2. This program is indust►•y-specific so Kimberly-Ciark woutd lilce #o a�oid collecting items that will i�ave
chemicals an them.
3. This peogram is currently contained to the USA.
4. The onty customer cost is in shipping the fiill conEainer back to T�itnberiy-Clark.
NASPO ValuePoini MasterAgreemenf 5T
Exhibii G- to NASPO ValuePoint Master Agreemen�
For direct inforination, email gogreen@fastenal.com or click the image below to vasit Kimherly-Clark's website.
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RecyclePak'� , _
RecyclePak� makes recyciing lamps, ballasts, batteries and mercuzy devices easy. The prepaid recyciing program
ensvres complete compliance while reducing the risk of contazx►ination by storing hazardous materials at your
facility. When the container is fi.ill, simply ship it aut, zt's prepaid! Shop Recycling Kits.
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RecyclePakO Bene�ts
Tracking & Docurr�entation
• Prepaid return shipping with F�dEx Ground
• 24/7 online certi�cates of recycling
• Detailed data on recycling containers
Con�enient
• National Coverage
• Bulk and direct pick up programs tn fit your business size
• Campliance docum�ntation avaiiable 24/7 on the we6
• A�aalabte autamatic reorder
• On-ti�ne pickup vvith FedEx Ground
NASPO ValuePoinf MasterAgreemenf 58
Ca112Recycle�
Visit www.ca112recycle.org calI2recycle.org to leam how your business can properly dispose of your "spent"
hatteries.
For additional assistance, please contact �ogreen@fastenal.co�n.
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Ink & Toner Car�ridge Recycl�ng
Fastenal offers simple, convenient ��ecycling of printer cartridges and ensures that retui•ned products are recycled
properly.
Let us do the worl� for you. It"s easy, quick and free!
By collectang these cart��idges and supportitig remanufactured products, Fastenal keeps non-renewable resources
from ending up in Iand�lIs, if a ca�iridge cannot be reused, it is recycled into other products. Qur goal is to provide
the most efficient recycling prograan on ihe market.
Recycling Process
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Use the below link to request prepaid shipping labels or a bulI� pickup:
https:llwuvw.fastenal.com1en1308/recycling-programs
NASPO ValuePoinf MasterAgreement ��
Available in Canada. Not available in AK, HI, PR, VT.